Examples of Holdings Incentive Units in a sentence
Each of the Payment Agent, the Parent Entities, Holdings, the Company and the Surviving Entities will be entitled to deduct and withhold from any cash amounts payable pursuant to this Agreement to any holder or former holder of Holdings Units or shares of Company Capital Stock, Company PSUs, Company RSUs, Company Options, Holdings RSUs or Holdings Incentive Units such amounts as are required to be deducted or withheld therefrom pursuant to any Tax laws.
Any purported Transfer or Exchange of any Blue Owl Holdings Incentive Units, Blue Owl Carry Incentive Units, Class A Units or Class A Common Stock that would result in a violation of this Section 1 shall be automatically deemed null and void.
Any Distribution paid by Blue Owl Holdings to Blue Owl Management Vehicle with respect to Blue Owl Holdings Units held by Blue Owl Management Vehicle shall be allocated and payable by Blue Owl Management Vehicle to the Grantee with respect to the Blue Owl Management Vehicle Incentive Units corresponding to such Blue Owl Holdings Incentive Units as provided in the Operating Agreements.
The value of the Class A Units is derived from the White Star Holdings Incentive Units held by White Star Carry Partners.
Each Management Vehicle Incentive Unit and the related Blue Owl Carry Incentive Units or Blue Owl Holdings Incentive Units will entitle the holders thereof to receive distributions from either Blue Owl Holdings or Blue Owl Carry in accordance with the terms of (and subject to any restrictions contained in) the applicable Operating Agreement.
From the Capitalization Date to the date hereof, neither the Company nor Holdings has issued or granted any Company Securities other than pursuant to the exercise or settlement of Company RSUs, Company PSUs, Company Options, Holdings RSUs or Holdings Incentive Units granted prior to the date hereof.
As such, the Blue Owl Carry Incentive Units and the Blue Owl Holdings Incentive Units will have an initial Capital Account of zero and will not be entitled to receive any distributions if, immediately after the issuance of such Blue Owl Incentive Units, Blue Owl Carry and Blue Owl Holdings, respectively, were to sell their assets at fair market value, satisfy applicable liabilities, and distribute the remaining assets in liquidation.
All Management Vehicle Incentive Units and their related Blue Owl Carry Incentive Units and Blue Owl Holdings Incentive Units granted hereunder are intended to be, and shall be designed as, “profits interests” within the meaning of Internal Revenue Service Revenue Procedures 93-27 and 2001-43.
From the Capitalization Date to December 11, 2020, neither the Company nor Holdings has issued or granted any Company Securities other than pursuant to the exercise or settlement of Company RSUs, Company PSUs, Company Options, Holdings RSUs or Holdings Incentive Units granted prior to December 11, 2020.
In accordance with Section 3.1(a) of each of the Blue Owl Carry LPA and the Blue Owl Holdings LPA, the Blue Owl Carry Incentive Units and the Blue Owl Holdings Incentive Units are intended to constitute, at time of issuance, “profits interests” in Blue Owl Carry and Blue Owl Holdings, respectively, within the meaning of Rev.