Examples of Earnout Unit in a sentence
If a Triggering Event occurs with respect to a Seller Earnout Unit that has a Reserve Amount at the time of such Triggering Event, the Partnership shall establish a record date for payment of a distribution to the holder of such Seller Earnout Unit with respect to which the Triggering Event has occurred and, subject to Section 4.5, pay a distribution with respect to each such Seller Earnout Unit equal to the cumulative Reserve Amount with respect to such Seller Earnout Unit.
If a Triggering Event does not occur with respect to any Seller Earnout Unit prior to the Earnout Termination Date, the cumulative Reserve Amount with respect to such Seller Earnout Unit shall be released back to the Partnership without further liability of the Partnership.
Without duplication of any right under the Sponsor Support Agreement, upon the conversion of any Earnout Unit held by PubCo to a Common Unit, PubCo will promptly (but in any event within five Business Days) issue an equal number of shares of Class A Common Stock to Sponsor.
If the Earnout Term shall expire on December 31, 2009, then within 30 days thereafter, the Partnership shall convert each Earnout Unit for an amount of OP Units (rounded to the nearest OP Unit), if any, equal to the quotient obtained by dividing (x) the quotient obtained by dividing the IRR Excess by the Market Price as of December 31, 2009; by (y) the aggregate number of Earnout Units then outstanding.
Each Earnout Unit shall be converted automatically into an OP Unit as provided in Section 4.8 hereof without the requirement for any action by either the Partnership or the Partner holding the Earnout Units.
Upon the conversion of any Earnout Unit held by BT Assets to a Common Unit, PubCo will promptly (but in any event within five Business Days) issue an equal number of shares of Class V Common Stock to BT Assets.
Upon the achievement of the Incentive Earn-out Share Conditions with respect to a given Incentive Earn-out Unit, the holder of the applicable Incentive Earn-out Unit shall receive an Earn-out Share (the Earn-out Shares issued to the Incentive Earn-out Unit Awardees, collectively, the “Incentive Earn-out Shares”).
Except as otherwise provided in this Agreement, each outstanding Class A Unit (other than the Earnout Units) shall be identical to each other Class A Unit (other than the Earnout Units), each outstanding Tier 1 Earnout Unit shall be identical to each other Tier 1 Earnout Unit, each outstanding Tier 2 Earnout Unit shall be identical to each other Tier 2 Earnout Unit, and each outstanding Tier 3 Earnout Unit shall be identical to each other Tier 3 Earnout Unit.
Each Earnout Unit will be held in accordance with this Agreement unless and until an Earnout Vesting Event occurs with respect to such Earnout Unit or such Earnout Unit is forfeited in accordance with Section 7.01(d)(ii).
Upon conversion of a Earnout Unit into an OP Unit, the Company will specially allocate to the converted Partner any Net Income attributable to an adjustment of Gross Asset Values under subparagraph (b)(v) of the definition of "Gross Asset Value" until the portion of such Partner's Capital Account attributable to each OP Unit received upon conversion equals the Capital Account attributable to an OP Unit at the time of conversion.