Participation Thresholds Sample Clauses

Participation Thresholds. On the date of each grant of Management Incentive Units to a Unitholder who is, or as a result of such grant becomes, a holder of Management Incentive Units pursuant to a grant made under a Senior Management Agreement or other Equity Agreement, the Board shall establish an initial Participation Threshold with respect to each Management Incentive Unit granted on such date. Unless otherwise determined by the Board, the Participation Threshold with respect to a Management Incentive Unit shall be equal to or greater than the Total Equity Value Proceeds (determined by using the Valuation Procedures) on the date of grant of such Management Incentive Unit. The Board may designate a series number for each subset of Management Incentive Units consisting of Management Incentive Units having the same Participation Threshold, which Participation Threshold differs from the Participation Thresholds of all Management Incentive Units not included in such subset. In the event of any Capital Contribution by any Unitholder made after the date a Management Incentive Unit is issued, unless the Board determines otherwise, the Participation Threshold (if any) of such Incentive Unit shall be increased by the amount of such Capital Contribution. The Participation Thresholds applicable to outstanding Management Incentive Units shall be set forth on Schedule A, and Schedule A shall be amended from time to time as necessary to reflect any adjustments to the Participation Thresholds of outstanding Management Incentive Units required pursuant to this Section 3.9.
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Participation Thresholds. Notwithstanding anything to the contrary in this Agreement, the Managers, in their sole and absolute discretion, shall be authorized to establish a Participation Threshold with respect to Class B Units issued to any Member. Such Participation Threshold shall be the fair market value of the Company at the date of grant of such Class B Units. Pursuant to each such Participation Threshold, (i) such Member shall be entitled to partici- xxxx in distributions in respect of such Class B Units pursuant to Section 9.3(a) only if the cumu- lative amount distributed to Members (other than such Member holding the Class B Units to which the Participation Threshold applies) pursuant to Section 9.3(a) after the issuance of such Class B Units equals the Participation Threshold applicable to such Class B Units, and (ii) the distributions that such Member holding the Class B Units would have received in respect of such Class B Units but for the preceding clause (i) shall be distributed to the Members pursuant to Sec- tion 9.3(a), as applicable, subject to the provisions of this Section 4.5(c).
Sample 1
Participation Thresholds. On the date of each grant of Class F Units to a Member who is, or as a result of such grant becomes, a holder of Class F Units pursuant to a grant made under a Management Unit Subscription Agreement or similar agreement, the Management Committee shall establish an initial “Participation Threshold” amount with respect to each Class F Unit granted on such date. Unless otherwise determined by the Management Committee, the Participation Threshold with respect to a Class F Unit shall be equal to or greater than the Liquidation Value of a Class B Unit, disregarding the value of any return of Capital Contributions pursuant to Section 4.4(a)(iii), on the date of grant of such Class F Unit. The Management Committee may designate a series number for each subset of Class F Units consisting of Class F Units having the same Participation Threshold, which Participation Threshold differs from the Participation Thresholds of all Class F Units not included in such subset. If the Management Committee elects to so designate Class F Units, then the first Class F Unit issued on or after the date hereof shall be designated a “Series 1 Class F Unit.” Each Class F Unit’s Participation Threshold shall be adjusted after the grant of such Class F Unit in the following manner:
Sample 1
Participation Thresholds. When Class C-l Units are granted, the Board will establish an initial “Participation Threshold” amount with respect to such Class C-1 Units. Unless otherwise determined by the Board, the Participation Threshold with respect to such Class C-l Units will be equal to or greater than the amount that would be distributed with respect to all Class B Units and Class C Units pursuant to Section 4.1(a) in a hypothetical transaction on the issue date in which the Company sold all of its assets for Fair Market Value and distributed the net proceeds in liquidation of the Company pursuant to Section 4.1(a) (as determined immediately before the issuance of such Class C-1 Units, but taking into account any Capital Contributions made in respect of such Class C-l Units).
Sample 1
Participation Thresholds. The Participation Threshold of the Incentive Units shall at all times be equal to the amount of any Distributions to be made pursuant to clauses (a) through (f), inclusive, of Section 4.1 of the LP Agreement (i.e., the Incentive Units shall always constitute “Participating Units” for purposes of clauses (g) and (h) of Section 4.1 of the LP Agreement but, for avoidance of doubt, shall not be entitled to any Distribution made pursuant to clauses (a) through (f), inclusive, of Section 4.1 of the LP Agreement). No further adjustment of the Participation Threshold of the Incentive Units shall be made pursuant to Section 3.5(c) of the LP Agreement.
Sample 1
Participation Thresholds. On the date of each grant of Class C Units to a Management Unitholder who is, or as a result of such grant becomes, a holder of Class C Units pursuant to a grant made under an incentive unit grant agreement or similar agreement, the Board shall establish an initial Participation Threshold amount with respect to each Class C Unit granted on such date. The Participation Threshold with respect to a Class C Unit shall be equal to or greater than the Fair Market Value of a Class B Unit on the date of grant of such Class C Unit. The Board may designate a series number for each subset of Class C Units consisting of Class C Units having the same Participation Threshold, which Participation Threshold differs from the Participation Thresholds of all Class C Units not included in such subset. Each Class C Unit's Participation Threshold shall be adjusted after the grant of such Class C Unit in the following manner:
Sample 1
Participation Thresholds. On the date of each grant of Capital Incentive Units to a Management Unitholder who is, or as a result of such grant becomes, a holder of Capital Incentive Units pursuant to a grant made under an Employee Equity Agreement, the Board shall establish an initial "Participation Threshold" amount with respect to each Capital Incentive Unit granted on such date. The Participation Threshold with respect to a Capital Incentive Unit shall be equal to (or, to the extent provided in such Management Unitholder's Employee Equity Agreement, greater than) the Fair Market Value of a Class B Unit on the date of grant of such Capital Incentive Unit. The Board may designate a series number for each subset of Capital Incentive Units consisting of Capital Incentive Units having the same Participation Threshold, which Participation Threshold differs from the Participation Thresholds of all Capital Incentive Units not included in such subset. If the Board elects to so designate Capital Incentive Units, then the first Capital Incentive Units issued on or after the date hereof shall be designated "Series 1 Capital Incentive Units". Each Capital Incentive Unit's Participation Threshold shall be adjusted after the grant of such Capital Incentive Unit in the following manner:
Sample 1
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Participation Thresholds 
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Related to Participation Thresholds

  • Sub-participation A Lender may sub-participate all or any part of its rights and/or obligations under the Security Documents at its own expense without the consent of, consultation with or notice to, the Borrowers.

  • Participation Fee If your account is subject to a Participation Fee, a fee will be charged when you open an account as described on the Disclosure accompanying this Agreement.

  • Equity Participation This Warrant is issued in connection with the Loan Agreement. It is intended that this Warrant constitute an equity participation under and pursuant to T.C.A. ss.47-24-101, et seq. and that such equity participation be perxxxxxx xxder said statutes and not constitute interest on the Note. If under any circumstances whatsoever, fulfillment of any obligation of this Warrant, the Loan Agreement, or any other agreement or document executed in connection with the Loan Agreement, shall violate the lawful limit of any applicable usury statute or any other applicable law with regard to obligations of like character and amount, then the obligation to be fulfilled shall be reduced to such lawful limit, such that in no event shall there occur, under this Warrant, the Loan Agreement, or any other document or instrument executed in connection with the Loan Agreement, any violation of such lawful limit, but such obligation shall be fulfilled to the lawful limit. If any sum is collected in excess of the lawful limit, such excess shall be applied to reduce the principal amount of the Note.

  • No Equity Participation No document relating to the Mortgage Loan provides for any contingent or additional interest in the form of participation in the cash flow of the Mortgaged Property or a sharing in the appreciation of the value of the Mortgaged Property. The indebtedness evidenced by the Mortgage Note is not convertible to an ownership interest in the Mortgaged Property or the Mortgagor and Seller has not financed nor does it own directly or indirectly, any equity of any form in the Mortgaged Property or the Mortgagor.

  • Joint Participation The parties hereto participated jointly in the negotiation and preparation of this Release, and each party has had the opportunity to obtain the advice of legal counsel and to review and comment upon the Release. Accordingly, it is agreed that no rule of construction shall apply against any party or in favor of any party. This Release shall be construed as if the parties jointly prepared this Release, and any uncertainty or ambiguity shall not be interpreted against one party and in favor of the other.

  • Participation in Plans Notwithstanding any other provision of this Agreement, the Executive shall have the right to participate in any and all of the plans or programs made available by the Company (or it subsidiaries, divisions or affiliates) to, or for the benefit of, executives (including the annual stock option and restricted stock grant programs) or employees in general, on a basis consistent with other senior executives.

  • L/C Participations (a) The Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lender to issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and purchases from the Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own account and risk an undivided interest equal to such L/C Participant’s Revolving Credit Commitment Percentage in the Issuing Lender’s obligations and rights under and in respect of each Letter of Credit issued hereunder and the amount of each draft paid by the Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with the Issuing Lender that, if a draft is paid under any Letter of Credit for which the Issuing Lender is not reimbursed in full by the Borrower through a Revolving Credit Loan or otherwise in accordance with the terms of this Agreement, such L/C Participant shall pay to the Issuing Lender upon demand at the Issuing Lender’s address for notices specified herein an amount equal to such L/C Participant’s Revolving Credit Commitment Percentage of the amount of such draft, or any part thereof, which is not so reimbursed.

  • Company Participation Subject to Section B.6, the Company shall not be liable to indemnify the Indemnitee under this Agreement with regard to any judicial action if the Company was not given a reasonable and timely opportunity, at its expense, to participate in the defense, conduct and/or settlement of such action.

  • Reallocation of Participations to Reduce Fronting Exposure All or any part of such Defaulting Lender’s participation in L/C Obligations and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective Revolving Credit Commitment Percentages (calculated without regard to such Defaulting Lender’s Revolving Credit Commitment) but only to the extent that (x) the conditions set forth in Section 6.2 are satisfied at the time of such reallocation (and, unless the Borrower shall have otherwise notified the Administrative Agent at such time, the Borrower shall be deemed to have represented and warranted that such conditions are satisfied at such time), and (y) such reallocation does not cause the aggregate Revolving Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Credit Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

  • Reimbursement; Participations (a) If Issuing Bank honors any request for payment under a Letter of Credit, Borrowers shall pay to Issuing Bank, on the same day (“Reimbursement Date”), the amount paid by Issuing Bank under such Letter of Credit, together with interest at the interest rate for Base Rate Revolver Loans from the Reimbursement Date until payment by Borrowers. The obligation of Borrowers to reimburse Issuing Bank for any payment made under a Letter of Credit shall be absolute, unconditional, irrevocable, and joint and several, and shall be paid without regard to any lack of validity or enforceability of any Letter of Credit or the existence of any claim, setoff, defense or other right that Borrowers may have at any time against the beneficiary. Whether or not Borrower Agent submits a Notice of Borrowing, Borrowers shall be deemed to have requested a Borrowing of Base Rate Revolver Loans in an amount necessary to pay all amounts due Issuing Bank on any Reimbursement Date and each Lender agrees to fund its Pro Rata share of such Borrowing whether or not the Commitments have terminated, an Overadvance exists or is created thereby, or the conditions in Section 6 are satisfied.

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