Profits Interest Threshold Amount definition

Profits Interest Threshold Amount for a Common Unit issued as a Profits Interest shall mean an amount equal to the amount that would be distributed in respect of a Common Unit that has no Profits Interest Threshold Amount, if, immediately after the Profits Interest is issued, the Company were to liquidate completely and in connection with such liquidation (i) sell all of its assets at their fair market values as determined by the Board, (ii) settle all of its liabilities to the extent of the available assets of the Company (but limited, in the case of nonrecourse liabilities, to the value of the property securing such liability), and (iii) each Member were to pay to the Company at that time the amount of any obligation then unconditionally due to the Company, and then the Company were to distribute any remaining cash and other proceeds to the holders of Units in accordance with the distribution provisions of Section 6(b)(ii); provided, however, the Profits Interest Threshold Amount shall not be less than zero dollars ($0). The Board shall have the discretion to set any Common Unit’s Profits Interest Threshold Amount to equal an amount that is greater than the amount determined in the prior sentence. The Profits Interest Threshold Amount of a Common Unit issued as a Profits Interest shall be reduced (but not below zero dollars ($0)) dollar-for-dollar by the amount by which distributions with respect to such Common Unit were previously reduced by reason of the existence of the Profits Interest Threshold Amount.

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Profits Interest Threshold Amount means, in respect of each Common Unit that is intended to be treated as a Profits Interest, an amount determined by the Board of Managers that is not less than the amount that the Board of Managers determines would, on the date of issuance of such Common Unit, be distributed as contemplated in clause (iv) of this definition if, immediately after such Common Unit is issued, the LLC were to liquidate completely and in connection with such liquidation (i) sell all of its assets at their fair market values, (ii) settle all of its liabilities to the extent of the available assets of the LLC (but limited, in the case of nonrecourse liabilities as to which the creditors’ rights to repayment are limited solely to one or more assets of the LLC, to the value of such assets), (iii) each holder of Units were to pay to the LLC at that time the amount of any obligation then unconditionally due to the LLC, and (iv) thereafter the LLC were to distribute any remaining cash and other proceeds to the holders of Units in accordance with the distribution provisions of Section 10.3(a); provided however that the Board of Managers shall have the discretion to adjust Profits Interest Participation Threshold Amount from time to time, without the consent of any holder of Common Units, to reflect increases or decreases in the LLC’s capital as affected by additional capital contributions, redemptions, or similar changes, in each instance to the extent necessary or advisable so that each Profits Interest constitutes a “profits interest” for U.S. federal income tax purposes or to avoid a capital shift. The Board of Managers shall have the discretion to reduce the Profits Interest Threshold Amount with respect to any Profits Interest if, subsequent to the grant of such Profits Interest, the fair market value (as determined by the Board of Managers in its sole discretion) of the LLC declines.

Profits Interest Threshold Amount means an amount specified by the Administrator with respect to each Incentive Unit and set forth in the applicable Award Agreement in accordance with the LLC Agreement. The Profits Interest Threshold Amount applicable to any Incentive Unit issued hereunder shall be no less than the amount determined by the Administrator to be necessary to cause such Incentive Unit to constitute a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43.

Examples of Profits Interest Threshold Amount in a sentence

• Amounts that would otherwise be distributed to any Common Unit that was issued as a Profits Interest pursuant to Section 6(b)(ii) shall be reduced by an amount equal to the remaining Profits Interest Threshold Amount for such Common Unit, and the amount by which the distribution to such Profits Interest is reduced shall instead be distributed to the holders of such other Units as are entitled to receive distributions under Section 6(b)(ii).

• The name, address, number of Units (including Profits Interests), Initial Capital Contributions (if applicable), any Additional Capital Contributions (if applicable) and any Profits Interest Threshold Amount (as applicable) of each Member shall be maintained in the books and records of the Company.

• Each LTIP Unit shall have a Profits Interest Threshold Amount and shall otherwise, be subject to the terms of the Equity Incentive Plan (as defined in Exhibit E) or other applicable grant agreement pursuant to which such LTIP Unit was issued.

• Furthermore, the Profits Interest Threshold Amount for each outstanding Profits Interest shall be proportionally adjusted to reflect the Unit Split.

• The Board of Managers shall have the discretion to reduce the Profits Interest Threshold Amount with respect to any Common Unit if, subsequent to the grant of such Common Unit, the fair market value (as determined by the Board of Managers in its sole discretion) of the LLC declines.

• As of the Issuance Date, the Profits Interest Threshold Amount has been determined to be $__________.

More Definitions of Profits Interest Threshold Amount

Profits Interest Threshold Amount means, with respect to the LTIP Units and any other class of Partnership Units in the Company that are issued as a Profits Interest, an amount equal to the amount that would be distributed to the holders of all of the then outstanding Partnership Units in the Company if, immediately before such Profits Interest is issued, the Company were to liquidate completely and in connection with such liquidation (i) sell all of its assets for their gross fair market values, (ii) settle all of its liabilities (limited in the case of any nonrecourse liabilities to the of the assets that secure such liabilities) to the extent of the available assets of the Company, and (iii) each Member were to pay to the Company at that time the amount of any obligation then unconditionally due to the Company, and then the Company were to distribute any remaining cash and other proceeds to the Members in accordance with Section 10.2. Notwithstanding anything to the contrary and unless otherwise determined by the General Partner: (i) the Profits Interest Threshold Amount for the Profits Interests shall be adjusted upward by the amount of any Capital Contributions made to the Company following the date hereof, which such adjustments shall be made as of the time of such Capital Contributions; and (ii) upon any change in the Company’s capital structure, the General Partner may equitably adjust the Profits Interest Threshold Amount for any Profits Interest to the extent necessary (in the General Partner’s reasonable good faith judgment) to prevent such changed capital structure from changing the economic rights represented by the Profits Interests in a manner that is disproportionately favorable or unfavorable in relation to the economic rights of other classes of outstanding Partnership Units.