Examples of Series C Common Unit in a sentence
Distributions shall include tax distributions made pursuant to Section 4.2(a) only (i) to the extent such distributions are made as a result of the recognition of the built-in gain in any asset that existed at the time the relevant Series C Common Unit was issued or (ii) to the extent that the relevant Series C Common Unit is not also entitled to a tax distribution with respect to the item or tier of taxable income giving rise to the tax distribution.
For this purpose, the tax distribution that arises from the recognition of the built-in gain in an asset may be bifurcated between the tax distribution that relates to the built-in gain that existed at the time the relevant Series C Common Unit was issued and the tax distribution that relates to any additional gain in the asset that accrued since the time the relevant Series C Common Unit was issued.
To this end, in connection with any grant of a Series C Common Unit, the Board will determine the Equity Value of the Company immediately after giving effect to the grant of such Series C Common Unit and all other Units being offered for issuance contemporaneously with the issuance of such Series C Common Unit.
To this end, in connection with any grant of a Series C Common Unit, the Board will determine the Equity Value of the Company immediately prior to the grant of such Series C Common Unit.
Such Threshold Equity Value shall be established by resolution or consent of the Board in connection with the issuance of such Series C Common Unit.
If such Equity Value is greater than the sum of the aggregate Unreturned Capital and Unpaid Series A Yield of the Series A Common Units and the aggregate Unreturned Capital of the Series B Common Units as of the date of such issuance, then such Series C Common Unit shall have a “Threshold Equity Value” equal to the sum of (x) the Equity Value of the Company immediately prior to such issuance, plus (y) the aggregate Distributions pursuant to Section 4.2(b)(i) and (ii) made prior to such issuance.
Each 2006 Employee Investor may elect to participate in the contemplated Transfer at the same price per Unit and on the same terms by delivering written notice to the Investor within 30 days after delivery of the Sale Notice; it being understood, however, that the price to be paid for any Series C Common Unit included in such Transfer shall take into account the different distribution rights of the each series of Series C Common Units and Series B Common Units.
Each 2006 Director Investor may elect to participate in the contemplated Transfer at the same price per Unit and on the same terms by delivering written notice to the Investor within 30 days after delivery of the Sale Notice; it being understood, however, that the price to be paid for any Series C Common Unit included in such Transfer shall take into account the different distribution rights of the each series of Series C Common Units and Series B Common Units.
In order to preserve the economic results intended by this Agreement, including the results set forth in Section 2.3(c)(iii), the Board may, in its reasonable discretion, determine whether any tax distribution or portion of any tax distribution should be considered in determining whether aggregate distributions equal to the Threshold Equity Value have been made to the Threshold Units with respect to any Series C Common Unit.
Within five business days after making such determination, the Company shall deliver a copy of such appraisal to Executive and shall provide written notice (the “Determination Notice”) to the 2008 Employee Investor of its determination of the fair market value of a Series B Common Unit as of the date of such notice (the “FMV Price”), and the Threshold Equity Value applicable to a new Series C Common Unit to be issued as of such date (the “TEV Price”).