Tier II Payout definition
Tier II Payout means the first date, if any, at which all of the Members holding Tier I Units shall have received in aggregate cumulative distributions in respect of Tier I Units (whether as distributions from the Company, as payment for the exchange, purchase or redemption of such Company Interests, or in connection with any merger or other combination of the Company with another Person) equal to $50,000,000.
Tier II Payout means the first date, if any, at which all of the Members that have made Capital Contributions shall have received cumulative cash or fair market value of in kind distributions in respect of their Company Interests (whether as distributions from the Company, as payment for the exchange, purchase or redemption of such Company Interests, or in connection with any merger or other combination of the Company with another Person) together with the cumulative cash distributions, if any, received, collectively, prior to or on the date of the Restructuring Transaction in respect of their RSP LLC Interests held prior to the consummation of the Restructuring Transaction equal to two times (2.0x) their cumulative Capital Contributions.
Tier II Payout shall have the meaning assigned to such term under the NewCo LLC Agreement.
Examples of Tier II Payout in a sentence
The Members acknowledge and agree that the amount paid by NGP with respect to the CRP Incentive Interest Reimbursement Payment shall not be treated as a Capital Contribution for purposes of determining whether the Tier I Payout, the Tier II Payout, the Tier III Payout, the Tier IV Payout or the Tier V Payout have been met, nor shall it be treated as a Capital Contribution for purposes of calculating the Sharing Ratios of the Members.
For the avoidance of doubt, distributions of the BRO Distributions under this Section 4.4(c) (i) shall not be treated as distributions for any purpose under Section 4.4(a) or Section 4.4(b), and (ii) shall not count toward the computation of Legacy Tier I Payout, Legacy Tier II Payout, Legacy Tier III Payout, Legacy Tier IV Payout, New Investment Tier I Payout, New Investment Tier II Payout, New Investment Tier III Payout, or New Investment Tier IV Payout.
More Definitions of Tier II Payout
Tier II Payout means the first date, if any, at which all of the Capital Members shall have received cumulative distributions in respect of their Company Interests (whether as distributions from the Company, as payment for the exchange, purchase or redemption of such Company Interests, or in connection with any merger or other combination of the Company with another Person) equal to their cumulative Capital Contributions to the Company multiplied by (1.20)n, where “n” is equal to the Weighted Average Capital Contribution Factor determined as of the date of such distribution. For the avoidance of doubt, any distribution made prior to the Tier II Payout, if any, that is subtracted from such contributions shall be first increased by the exponent for purposes of the payout calculation by multiplying such distribution by (1.20)m, where “m” is equal to the number of years between the distribution and the Tier II Payout (with a partial year being expressed as a decimal determined by dividing the number of days which have passed since the most recent anniversary by 365).
Tier II Payout means the first date, if any, at which all of the Class A Members shall have received cumulative distributions in respect of their Class A Units (whether as distributions from the Company and its predecessors, as payment for the exchange, purchase or redemption of such Class A Units, or in connection with any merger or other combination of the Company with another Person), in cash and/or property (with any such property valued at Fair Market Value), equal to their cumulative Capital Contributions (in respect of their Class A Units) to the Company and its predecessors multiplied by , where “n” is equal to the Weighted Average Capital Contribution Factor determined as of the date of such distribution. For the avoidance of doubt, any distribution made prior to Tier II Payout, if any, that is subtracted from such contributions shall be first increased by the exponent for purposes of the payout calculation by multiplying such distribution by ( , where “m” is equal to the number of years between the distribution and the Tier II Payout (with a partial year being expressed as a decimal determined by dividing the number of days which have passed since the most recent anniversary by 365).
Tier II Payout means the first date, if any, at which all of the Members that have made Capital Contributions shall have received cumulative cash or fair market value of in kind distributions in respect of their Company Interests (whether as distributions from the Company, as payment for the exchange, purchase or redemption of such Company Interests, or in connection with any merger or other combination of the Company with another Person) equal to their cumulative Capital Contributions to the Company multiplied by (1.20)n, where “n” is equal to the Weighted Average Capital Contribution Factor determined as of the date of such distribution. For the avoidance of doubt, any distribution made prior to the Tier I Payout, if any, that is subtracted from such contributions shall be first increased by the exponent for purposes of the payout calculation by multiplying such distribution by (1.20)m, where “m” is equal to the number of years between the distribution and the Tier I Payout (with a partial year being expressed as a decimal determined by dividing the number of days which have passed since the most recent anniversary by 365).