Initial Points definition

Initial Points means, with respect to a Limited Partner and its Permitted Transferees, those Series B Points held by such Limited Partner in the Partnership at the Effective Time, together with any Series A Points resulting from the Conversion of such Series B Points, provided that Partnership Points shall cease to be Initial Points from and after the date on which they are acquired by the General Partner (or its assignee) or any other Limited Partner.
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Examples of Initial Points in a sentence

  • Each Employee Equityholder who is employed by the Partnership (or its Controlled Affiliates) may, at such Employee Equityholder’s option and subject to the terms and conditions set forth in this Section 5.3, cause the General Partner to purchase portions of the Series A Points held by such Employee Equityholder that are Initial Points and the Subsequent Points held by such Employee Equityholder (a “Section 5.3 Put”).

  • ValueStar will make a nonrefundable initial purchase in cash of at least ***** in Points (exclusive of associated ▇▇▇▇-Ups) (the "Initial Points Purchase").

  • As of the Put Purchase Date, each Employee Equityholder selling Initial Points shall cease to hold any Partnership Points and shall no longer have any rights with respect to such Partnership Points (other than payment of the Accelerated Put Purchase Price hereunder), and if at such time such Employee Equityholder does not hold any other Partnership Interests, such Employee Equityholder automatically shall be deemed to have withdrawn from the Partnership in accordance with Section 6.4.

  • The amount of the Initial Points Purchase made by ValueStar pursuant to Section 4.5(A) above shall be credited towards ValueStar's Guaranteed Commitment for the Initial ***** Period.

  • Furthermore, only in the case of a member of the Management Committee who was a member of such committee at the Effective Time, all Series B Points that are Initial Points shall automatically Convert into an equivalent number of Series A Points as of the earlier of the events set forth in clauses (i), (ii) or (iii) above and, (iv), immediately following the twelve (12) month anniversary of the appointment of an Outside CEO pursuant to Section 3.2(d)(ii).

  • In the case of a Purchase of Series B Points which are Initial Points of the Selling Partner, one hundred percent (100%) of such amount shall be payable on the applicable Purchase Payment Date in Liquidation Date Consideration and/or a Promissory Note, in such proportions among such forms of payment as may be determined by the General Partner in its sole discretion (subject to the terms and conditions of this Agreement and such Liquidation Date Consideration and/or Promissory Note (as applicable)).

  • Payment for the Initial Points Purchase, plus associated ▇▇▇▇-Ups, will be due on the Launch Date.

  • The aggregate purchase price payable by the General Partner to such Employee Equityholder upon the purchase of Initial Points pursuant to an Accelerated Put shall be an amount equal to the product of: (i) five (5.0), multiplied by (ii) the Applicable Base Cash Flow, multiplied by (iii) the Applicable Purchase Percentage.

  • If an Employee Equityholder desires to exercise his or her Accelerated Put rights, he or she shall give the General Partner and the Partnership irrevocable written notice (an “Accelerated Put Notice”) within sixty (60) days after the Put Acceleration Event (the “Accelerated Put Notice Period”), stating that such Employee Equityholder is electing to sell all (but not less than all) of the Initial Points then owned by such Employee Equityholder.

  • In the case of Series B Points that are Initial Points of such Selling Partner, an amount equal to the product of: (A) the positive difference, if any, between: (I) the product of (X) five (5.0), multiplied by (Y) the Applicable Base Cash Flow, minus (II) the Liquidation Preference determined as of the last day of the most recently completed calendar month preceding the Purchase Payment Date, multiplied by (B) the Applicable Purchase Percentage.

Related to Initial Points

  • Focal point means the entity of a Party referred to in Article 5 responsible for receiving and submitting information as provided for in Articles 13 and 16;

  • H-point means the pivot centre of the torso and thigh of the H-point machine when installed in a vehicle seat in accordance with Annex 12. Once determined in accordance with the procedure described in Annex 12, the "H" point is considered fixed in relation to the seat-cushion structure and is considered to move with it when the seat is adjusted.

  • Service Control Point (SCP) is the node in the common channel signaling network that accepts Queries for certain Database services. The SCP is a real time database system that receives Queries from service platforms, performs subscriber or application-specific service logic, and then sends a Response back to the Query-originating platform. Such service platforms can be Service Switching Points (SSPs) or other network nodes capable of properly formatting and launching Queries.

  • Signaling Transfer Point (“STP”) means a signaling point that performs message routing functions and provides information for the routing of messages between signaling points within or between CCIS networks. A STP transmits, receives and processes CCIS messages.

  • Runoff coefficient means the fraction of total rainfall that will appear at the conveyance as runoff.