Profits Interest. It is the intention and understanding of the Company and Recipient that the Restricted Units shall constitute “profits interests” in the Company within the meaning of IRS Revenue Procedure 93-27, 1993-2 C.B. 343, and IRS Revenue Procedure 2001-43, 2001-2 C.B. 191.
Profits Interest. The Company, the Trust, and the Recipient acknowledge and agree that the Time-Based LTIP Units are hereby issued to the Recipient for the performance of services to or for the benefit of the Trust in the Recipient’s capacity as a Unitholder or in anticipation of becoming a Unitholder. The Company, the Trust, and the Recipient intend that (a) the Time-Based LTIP Units be treated as “profits interests” within the meaning of the Code, Treasury Regulations promulgated thereunder, and any published guidance by the Internal Revenue Service with respect thereto, including, without limitation, Internal Revenue Service Revenue Procedure 93-27, 1993-2 C.B. 343, as clarified by Internal Revenue Service Revenue Procedure 2001-43, 2001-2 C.B. 191; (b) the issuance of such interests not be a taxable event to the Trust or the Recipient as provided in such Revenue Procedures; and (c) the Declaration, the Plan, and this Agreement be interpreted consistently with such intent. The Recipient is urged to consult with the Recipient’s own tax advisor regarding the tax consequences of the receipt of Time-Based LTIP Units, the vesting of Time-Based LTIP Units, the conversion of Time-Based LTIP Units into Class A Units, the holding of Time-Based LTIP Units and Class A Units, the redemption or other disposition of Class A Units, and the acquisition, holding, and disposition of shares of Stock.
Profits Interest. (a) It is the intention of the parties to this Agreement that distributions and allocations to any holder of an interest designated by the Managing Member, upon the unanimous consent of the Members, as a “profits interest” shall be limited to the extent necessary so that each such interest constitutes a Profits Interest. In furtherance of the foregoing, and notwithstanding anything to the contrary in this Agreement, the Managing Member shall, if necessary, limit distributions and allocations to any holder of such an interest so that such distributions and allocations do not exceed the available profits in respect of such holder’s related Profits Interest. If any Member’s distributions and allocations are reduced pursuant to the preceding sentence, an amount equal to such excess distributions and allocations shall be treated as instead apportioned to the other Members pro rata in accordance with their Sharing Percentages, and the Managing Member shall make adjustments to future distributions and allocations to the Members as promptly as practicable so that the Members are distributed and allocated on a cumulative basis the amount to which they would have been entitled if this Section 4.10 had not been in effect; provided, that any future distributions and allocations pursuant to this sentence shall continue to be further subject to the provisions of this Section 4.10.
Profits Interest. The Class B Interest awarded pursuant to this Award Agreement is intended to be treated as a “profits interest” for U.S. federal income tax purposes.
Profits Interest. The Incentive Units and the Corresponding Incentive Units are intended to constitute a “profits interest” for all U.S. federal income tax purposes. A profits interest is granted in connection with the performance of services and is a right to receive distributions funded solely by the profits of the Company and Management LLC, respectively, which are generated after the grant. As such, the Board of Management LLC shall, if necessary, limit distributions and allocations of profits to the Participant so that such distributions and allocations do not exceed the available profits in respect of such Participant’s related profits interest.
Profits Interest. The Executive shall be granted on the date hereof one million eighty-three thousand three-hundred and thirty three (1,083,333) Class B common units in Holdings representing 2.499% of the outstanding common equity interests of Holdings on the date hereof (the “Employee Units”). The Employee Units shall participate in distribution of Holdings and shall be subject to vesting and the other terms contained in (i) the LLC Agreement, and (ii) that certain Restricted Unit Agreement of even date between the Executive and Holdings (“Restricted Unit Agreement”), which is incorporated herein by reference.
Profits Interest. The Class A Profits Interest has been duly authorized by all necessary limited liability company action by the Purchaser and, upon issuance, will be validly issued, non-assessable and free and clear of all Encumbrances (other than restrictions on transfer contained in the C-III Operating Agreement and under applicable state and federal securities laws).
Profits Interest. Pursuant to an agreement (the “Profits Interest Agreement”) among affiliates of Oaktree, Oceanbulk Maritime, Oceanbulk Carriers, Oceanbulk Shipping and Messrs. Xxxxxx Xxxxxx and Xxxxxx Xxxxxx, Messrs. Xxxxxx and Norton are eligible for a share of the profits of Oaktree, subject to Oaktree and its affiliates achieving certain internal rate of return and capital multiples on their original investment in Oceanbulk. This award will be payable only by affiliates of Oaktree and not by Oceanbulk. As of June 30, 2014, March 31, 2014 and December 31, 2013, no awards had vested, and no payments had yet been made under the Profits Interest Agreement. While Oceanbulk Carriers and Oceanbulk Maritime are and were, as of June 30, 2014 and March 31, 2014, parties to the Profits Interest Agreement, the Profits Interest Agreement is expected to be amended, as a result of the Merger, to remove Oceanbulk Carriers and Oceanbulk Maritime as parties.
Profits Interest. Absent a contrary determination (i) by a court or other final tax authority or (ii) by the General Partner following the date hereof based on a change in law governing the taxation of any interest in the Partnership issued in connection with the performance of services for or for the benefit of the Partnership, (A) the Partnership and each Partner shall treat each Class R Unit as a ‘‘profits interest’’ within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343, as clarified by Rev. Proc. 2001-43, 2001-34 IRB 191; (B) the Partnership and each Partner shall treat each Partner holding Class R Units as the owner of such Units from the date such Class R Units are granted until such Class R Units are forfeited or otherwise disposed of; (iii) the Partnership and each Partner agree not to claim a deduction (as wages, compensation or otherwise) for any value attributable to any Class R Units either upon grant or vesting of the Class R Units; and (iv) the holder of Class R Units agrees not to transfer or otherwise dispose of such Units within two (2) years of the date such Units are granted (for avoidance of doubt, a conversion of the Class R Units into Class C Units shall not be considered a transfer or disposition for purposes of this Section 8).
Profits Interest. During the Employment Period, Executive shall hold a non-voting, non-transferable, and revocable profits interest in the Company (the “Profits Interest”). Executive shall receive a Profits Interest allocation, to the extent available, of $125,000. In addition, Executive shall be entitled to an excess Profits Interest allocation, to the extent available, with a target of $250,000. Any Profits Interest earned during a calendar year shall be paid in accordance with the profit sharing payment provisions of the Company’s applicable compensation plan, if any, as amended from time to time (the “Compensation Plan”), and shall be subject to such other terms and conditions as are set forth therein.
