Distribution Threshold Sample Clauses

Distribution Threshold. The term “Distribution Threshold” shall have the meaning as set forth in the LLC Agreement.

Distribution Threshold. Subject to Sections 18.3.B and 18.3.C, if the Distribution Threshold is not satisfied for any given test year (with the first test year starting on the first day of the first full month after the 2nd anniversary of the Effective Date and each subsequent test year 3632659v2 –License Agreement 44 starting on the same date in the following year) during the Term (each, a “Distribution Failure”), the following will occur: (i) the Royalty Fee for the following year will decrease by 1.0% for the Properties (and if the Distribution Threshold is satisfied during the year following such Distribution Failure, the Royalty Fee for such following year will increase back to the standard amount for the immediately subsequent year); (ii) if such Distribution Failure is the second consecutive Distribution Failure, the Royalty Fee for the following year will decrease by an additional 1.0% (for a total reduction of 2.0% (the “Second Failure Penalty”)) for the Properties (and if the Distribution Threshold is satisfied during the year following such second consecutive Distribution Failure, the Royalty Fee for such following year will increase back to the standard amount that applied before the first Distribution Failure in such series of Distribution Failures). If the Distribution Threshold is not satisfied during any year following a year for which the Second Failure Penalty applies then the Second Failure Penalty will continue to apply for subsequent years until the Distribution Threshold for a subsequent year is satisfied but the Royalty Fee will not be reduced by more than 2.0% at any time; and (iii) if the Second Failure Penalty applies for 2 years (whether or not consecutive) in any consecutive 3-year period after the initial year in which the Second Failure Penalty applies, Sonder will have the right to terminate this Agreement effective on notice to Marriott (or on the expiration of any notice or cure period given by Sonder in its sole discretion or required by Applicable Law) without the payment of any fee, damage or other penalty by either party (other than the Unamortized Key Money); provided that such notice must be provided within 60 days after the end of the year in which the termination right is triggered.

Distribution Threshold. The Distribution Threshold applicable to the Phantom Units granted hereunder as of the date hereof is $269,438,225.66.

Distribution Threshold. The Securities shall have a “Distribution Threshold” for purposes of the LLC Agreement equal to (a) in the case of the Initial Units, $106,209,150, and (b) in the case of the Bonus Units, the amount that would be distributed to the members of SV Holdco under Section 9.1 of the LLC Agreement if at the time of the issuance of the Bonus Units, all of the assets of SV Holdco were sold for their respective Fair Market Values (as defined in the LLC Agreement), the liabilities of SV Holdco were paid in full and the remaining proceeds were distributed in accordance with Section 9.1 of the LLC Agreement; provided that, in the event the Subscriber disputes the determination of any such Fair Market Values as determined by the Board, the Subscriber may request that the Board obtain, and the Board shall obtain, a valuation of the assets of SV Holdco by an independent valuation consultant or appraiser of nationally recognized standing that is mutually acceptable to the Board and the Subscriber, with the valuation determined by such consultant or appraiser being binding on SV Holdco for purposes of this Section 1.5.

Distribution Threshold. Public Funds shall not be disbursed until after Developer shall have invested in the Project all of Developer’s equity as indicated on the Financial Projections shown on Exhibit A to the Development Agreement. Prior to requesting any Public Funds pursuant to this Construction Agreement, Developer shall provide written notice to BTDC that Developer has met the Distribution Threshold, with commercially reasonable evidence thereof.

Distribution Threshold. A Class B Profits Interest Unit Award Agreement shall provide that each Class B Profits Interest Unit issued thereunder shall, subject to the other provisions of this Agreement, be entitled to share in distributions under Section 7.1(a) and Section 13.2(c)(iii) only after the aggregate amount of distributions (from and after the issuance of such Class B Profits Interest Unit) pursuant to Section 7.1(a) and Section 13.2(c)(iii) in respect of each Limited Partnership Unit issued on or prior to the date of issuance of such Class B Profits Interest Unit at least equals the applicable Distribution Threshold for such Class B Profits Interest Unit.

Distribution Threshold. The Distribution Threshold (as defined in the LLC Agreement) for the Units is $x.xx per Unit.