Common use of Carried Interest Clause in Contracts

Carried Interest. 11.1 On the Mandatory Conversion Date (as defined in the Amended and Restated OP Agreement), pursuant to Section 4.6 of the Amended and Restated OP Agreement, if there is a Carry Shortfall, the Operating Partnership will issue a certain number of Common Units to ▇▇▇▇-InfraREIT (as determined in accordance with Section 4.6 of the Amended and Restated OP Agreement) and cancel an equal number of Class A Units held by InfraREIT Inc. and, consistent with the Amended and Restated Charter, a certain number of the Class A Common Stock will be canceled (as determined in accordance with the Amended and Restated Charter), and, thereafter, all remaining shares of Class A Common Stock will convert to Common Stock. 11.2 On the Mandatory Conversion Date, if the Carry Crystallization Value (as defined in the Amended and Restated OP Agreement) exceeds the dollar amount allocable to ▇▇▇▇-InfraREIT pursuant to Section 4.6.I.(ii)(b) of the Amended and Restated OP Agreement, ▇▇▇▇-InfraREIT shall make a cash payment equal, in the aggregate, to such excess to the holders of the shares of Class A Common Stock. Such payment shall be allocated among such holders in proportion to the percentages set forth on Exhibit B to the LLC Agreement Amendment. For avoidance of doubt, no such payment will be made in respect of the Trust Shares, and the Trust Shares will be disregarded in determining the amount of payment to which each such holder is entitled. The parties hereto intend and agree, to the extent permitted under applicable law, to (i) treat any such payments by ▇▇▇▇-InfraREIT to the holders of the shares of Class A Common Stock under this Article XI as constituting consideration for the shares of Class A Common Stock held by such holders and (ii) adopt tax reporting positions that are consistent in all respects with such treatment.

Carried Interest. 11.1 On the Mandatory Conversion Date (as defined in the Amended and Restated OP Agreement), pursuant to Section 4.6 of the Amended and Restated OP Agreement, if there is a Carry Shortfall, the Operating Partnership will issue a certain number of Common Units to ▇▇▇▇-InfraREIT (as determined in accordance with Section 4.6 of the Amended and Restated OP Agreement) and cancel an equal number of Class A Units held by InfraREIT Inc. and, consistent with the Amended and Restated Charter, a certain number of the Class A Common Stock will be canceled (as determined in accordance with the Amended and Restated Charter), and, thereafter, all remaining shares of Class A Common Stock will convert to Common Stock. 11.2 On the Mandatory Conversion Date, if the Carry Crystallization Value (as defined in the Amended and Restated OP Agreement) exceeds the dollar amount allocable to ▇▇▇▇-InfraREIT pursuant to Section 4.6.I.(ii)(b) of the Amended and Restated OP Agreement, ▇▇▇▇-InfraREIT shall make a cash payment equal, in the aggregate, to such excess to the holders of the shares of Class A Common Stock. Such payment shall be allocated among such holders in proportion to the percentages set forth on Exhibit B A-1 to the LLC Agreement Amendment. For avoidance of doubt, no such payment will be made in respect of the Trust Shares, and the Trust Shares will be disregarded in determining the amount of payment to which each such holder is entitled. The parties hereto intend and agree, to the extent permitted under applicable law, to (i) treat any such payments by ▇▇▇▇-InfraREIT to the holders of the shares of Class A Common Stock under this Article XI as constituting consideration for the shares of Class A Common Stock held by such holders and (ii) adopt tax reporting positions that are consistent in all respects with such treatment.