Common use of Class P Liquidity Events Clause in Contracts

Class P Liquidity Events. Upon the occurrence of a Class P Liquidity Event, each Class P Common Unit shall participate on a pro rata basis with other classes of Common Units regardless of whether the Class P Service Condition has been satisfied or waived, but only to the extent that (A) the Class P Performance Condition applicable to such Class P Common Unit has already been satisfied or is deemed satisfied based on the price per Class A Share implied by the relevant Class P Liquidity Event, and (B) the Class P Common Unit has achieved the Book-Up Target. If the Total Shareholder Return upon the date of the applicable Class P Liquidity Event is greater than one Class P Performance Threshold and less than the next Class P Performance Threshold, a ratable portion of the Class P Common Units with the higher Class P Performance Threshold shall become entitled to participate pro rata in such Class P Liquidity Event. Any Class P Common Units that are not Participating Class P Common Units upon the occurrence of such Class P Liquidity Event but are permitted to participate in such Class P Liquidity Event in accordance with this Section 3.1(j)(iv) shall be deemed to be Participating Class P Common Units. Any Non-Participating Class P Common Unit that is not deemed to satisfy the relevant Class P Performance Condition immediately prior to such Class P Liquidity Event shall be forfeited and cancelled upon the date of such event.

Class P Liquidity Events. Upon the occurrence of a Class P Liquidity Event, each Class P Common Unit shall participate on a pro rata basis with other classes of Common Units regardless of whether the Class P Service Condition has been satisfied or waived, but only to the extent that (A) the Class P Performance Condition applicable to such Class P Common Unit has already been satisfied or is deemed satisfied based on the price per Class A Share implied by the relevant Class P Liquidity Event, and (B) the General Partner determines that there has been sufficient Appreciation to result in such Class P Common Unit has achieved being economically equivalent to one Class A Common Unit consistent with the Bookprinciples of Treasury Regulation section 1.704-Up Target1(b)(2)(iv)(f) and Section 6.1(c) (including with respect to the order of priority set forth therein). If the Total Shareholder Return upon the date of the applicable Class P Liquidity Event is greater than one Class P Performance Threshold and less than the next Class P Performance Threshold, a ratable portion of the Class P Common Units with the higher Class P Performance Threshold shall become entitled to participate pro rata in such Class P Liquidity Event. Any Class P Common Units that are not Participating Class P Common Units upon the occurrence of such Class P Liquidity Event but are permitted to participate in such Class P Liquidity Event in accordance with this Section 3.1(j)(iv) shall be deemed to be Participating Class P Common Units. Any Non-Participating Class P Common Unit that is not deemed to satisfy the relevant Class P Performance Condition immediately prior to such Class P Liquidity Event shall be forfeited and cancelled upon the date of such event.