Profits Interest Units. Subject to the terms and conditions of this Agreement and the Plan, the Partnership hereby grants to the Participant an award of [___] Profits Interest Units, with a Distribution Threshold of $7.83, in each case subject to adjustment as set forth in the Plan and this Agreement. The Profits Interest Units shall vest in accordance with Section 2 of this Agreement.
Profits Interest Units. The Members shall establish a pool of Authorized Units to be reserved for issuance as Profits Interest Units, which pool shall be set forth on Exhibit B attached hereto and updated from time to time. Upon the approval of the Board, and subject to the availability of authorized but unissued Profits Interest Units from the pool, the Company may grant employees, consultants, Managers, Officers and independent contractors of the Company the right to acquire Profits Interest Units on such terms and conditions as the Board may determine in its sole discretion without further action by the Members. Unless the Board determines otherwise, (a) such Profits Interest Units shall generally be subject to rights of repurchase by the Company in the event of termination of service and such other terms and conditions as the Board may determine and as set forth in any agreement or grant of rights to acquire such Interests; and (b) such Profits Interest Units shall not entitle the holder thereof to vote on any matters to be approved by the Members.
Profits Interest Units. As soon as possible after execution of this Agreement, the Company will request that the Committee cause Education Realty Limited Partner, LLC, a Delaware limited liability company controlled by the Company (the "Profits Interest LLC"), to grant to You Units in Profits Interest LLC that will result in Your receiving with respect to such Units in Profits Interest LLC current distributions that are equivalent to those distributions that would be received by a holder of 20,000 Common Partnership Units in Education Realty Operating Partnership, LP, a Delaware limited partnership (the "UPREIT"), pursuant to the terms and conditions of the operating agreement of the Profits Interest LLC, as such agreement may be amended, restated and supplemented from time to time (the "Profits Interest LLC Agreement"). A condition to Your receipt of such interest in the Profits Interest LLC shall be the execution by You of the Profits Interest LLC Agreement.
Profits Interest Units. Any Award consisting of Profits Interest Units may be granted to an Employee, Officer or Director for the performance of services to or for the benefit of the Partnership (i) in the Participant’s capacity as a partner of the Partnership, (ii) in anticipation of the Participant becoming a partner of the Partnership, or (iii) as otherwise determined by the Committee. At the time of grant, the Committee shall specify the date or dates on which the Profits Interest Units shall vest and become non-forfeitable, and may specify such conditions to vesting as it deems appropriate. Profits Interest Units shall be subject to such restrictions on transferability and other restrictions as the Committee may impose.
Profits Interest Units. The General Partner may issue Class A Common Units to a Limited Partner with a Target Value per Class A Common Unit in excess of the Capital Contributions made by such Limited Partner with respect to such Class A Common Units (any such Class A Common Units, “Profits Interest Units”).
Profits Interest Units. The Managing Member may issue Class A Common Units to a Non-Managing Member with a Target Value per Class A Common Unit in excess of the Capital Contributions made by such Non-Managing Member with respect to such Class A Common Units (any such Class A Common Units, “Profits Interest Units”).
Profits Interest Units. (i) Subject to the applicable terms and conditions hereof, the Company may grant (at any time and from time to time) non-managing, non-voting Units designated as “Profits Interest Units” (such Units, “Profits Interest Units”) under the Management Incentive Plan or Phantom Profits Interest Units under the Phantom Profits Interests Plan to one or more individuals rendering, or who will render, services for the benefit of the Company and/or its Subsidiaries. The terms and conditions of the Profits Interest Units and the Phantom Profits Interest Units, which shall be set forth in the applicable Award Agreement in each case, shall be consistent with the terms and conditions of this Agreement and the Management Incentive Plan or the Phantom Profits Interests Plan, as applicable, and shall, subject to the applicable terms and conditions hereof and thereof, otherwise be determined solely by the Board of Managers. Neither the terms nor the conditions applicable to any Profits Interest Unit need be identical or similar to any other Profits Interest Unit.
Profits Interest Units. Subject to the terms of the Plan and the applicable Class C Units Agreement, upon the earlier of the Class C Measurement Date or the Class C Units Change in Control Date, such Class C Unit shall be treated as a Profits Interest Unit for all purposes of this Agreement, and the provisions set forth in Section 18.2.A(1)-(4) above shall not be applicable.
Profits Interest Units. [a] Issuance. The Company has issued on the Effective Date a total of **** Profits Interest Units to Fire Lake (the "Original Profits Interest Units"); provided that if the transactions and adjustments contemplated by Sections 2.2, 2.3 and 2.4 of the Reorganization Agreement result in the Company having more or less than **** Common Units issued and outstanding, then the number of the Original Profits Interest Units shall be automatically adjusted to equal a number of Profits Interest Units equal to [i] the total adjusted number of Common Units issued and outstanding divided by **** (rounded to two decimal places), minus [ii] the total adjusted number of Common Units issued and outstanding. Exhibit D provides some examples of the operation of the Sections 2.2, 2.3 and 2.4 of the Reorganization Agreement and the accompanying adjustments to the number of Original Profits Interest Units. Except for the adjustment contemplated by Section 3.3[c] below, the Company shall have no authority to grant additional Profits Interest Units. [b] Rights. Profits Interest Units shall constitute an interest in the future Profits and Losses of the Company and shall not entitle the holder thereof to any portion of the value of the Company as of the date that the Profits Interest Units are issued. The holders of Profits Interest Units shall have the voting and economic rights set forth in the other Articles of this Agreement. It is the intent of the Members and the Company that Profits Interest Units shall represent an interest in the Company that qualifies as a "profits interest" within the meaning of IRS Revenue Procedure 93-27, 1993-2 C.B. 343, or any successor authority thereto, and such profits interest shall have no Capital Account as of the date that any such Profits Interest Units are issued.
Profits Interest Units. 12 3.4 Code Section 83(b) Election and Safe Harbor........................................................13 3.5
