IRR Calculation Date definition
IRR Calculation Date means as of 11:59 p.m., Eastern Time, on December 31 of each Calendar Year during the term of this Agreement. “IRR Default Funding Date” means (i) with respect to any IRR Funded Capital in respect of the Gathering System the first date that a Non-Defaulting Owner paid or funded IRR Funded Capital relative to the Gathering System and for which an IRR calculation will be made, and (ii) with respect to any IRR Funded Capital in respect of
IRR Calculation Date means the earliest to occur of (i) the date of a Liquidity Event, (ii) the date of a Qualifying Termination, and (iii) the date that is sixty (60) days prior to the Expiration Date; provided, however, that if a Qualifying Termination (other than due to death or Disability) occurs prior to the first (1st) anniversary of the Vesting Commencement Date, the IRR Calculation Date shall be the earlier of (x) the first (1st) anniversary of the Vesting Commencement Date and (y) the date of a Liquidity Event; provided further, however, that the Holder may elect to treat the fifth (5th) anniversary of the Vesting Commencement Date as the IRR Calculation Date to the extent the IRR Calculation Date has not otherwise occurred prior to such anniversary, by providing the Company with written notice of such election at least thirty (30) days prior to such anniversary. “IRR Vesting Percentage” shall be a function of the IRR achieved (or deemed achieved) by the Sponsors as of the IRR Calculation Date, determined as follows: Internal Rate of Return IRR Vesting Percentage less than 10% 0% 10% 50% 30% or more 100% In the event that the IRR falls between 10% and 30%, the IRR Vesting Percentage shall be based on a straight line interpolation between such two values (i.e., for each whole percentage point increase in IRR above ten percent (10%), the IRR Vesting Percentage shall increase by two and one-half (2 1/2) percentage points). For example, if the IRR upon the IRR Calculation Date equals twenty-two percent (22%), the IRR Vesting Percentage would equal eighty percent (80%). Notwithstanding the foregoing, the IRR Vesting Percentage will equal one hundred percent (100%) upon the occurrence of a Liquidity Event in which the Sponsors receive an amount of consideration with a fair market value equal to or in excess of three (3) times the Sponsors’ invested capital in the Company. For the avoidance of doubt, the IRR Vesting Percentage will equal one hundred percent (100%) if either (i) the IRR upon the IRR Calculation Date equals or exceeds thirty percent (30%) or (ii) the Sponsors receive an amount of consideration with a fair market value equal to or in excess of three (3) times the Sponsors’ invested capital in the Company upon the occurrence of a Liquidity Event.
IRR Calculation Date means the earliest to occur of (i) the date of a Liquidity Event, (ii) the date of a Qualifying Termination, and (iii) the date that is sixty (60) days prior to the Expiration Date; provided, however, that if a Qualifying Termination (other than due to death or Disability) occurs prior to the first (1st) anniversary of the Vesting Commencement Date, the IRR Calculation Date shall be the earlier of (x) the first (1st) anniversary of the Vesting Commencement Date and (y) the date of a Liquidity Event; provided further, however, that the Holder may elect to treat the fifth (5th) anniversary of the Vesting Commencement Date as the IRR Calculation Date to the extent the IRR Calculation Date has not otherwise occurred prior to such anniversary, by providing the Company with written notice of such election at least thirty (30) days prior to such anniversary.
Examples of IRR Calculation Date in a sentence
All Options that do not vest upon the IRR Calculation Date pursuant to the immediately preceding sentence shall be forfeited by the Holder for no consideration.
Death or Disability Upon a Termination due to death or Disability, all Options that have not vested as of the IRR Calculation Date shall be immediately forfeited, and all Options that have vested as of the IRR Calculation Date shall remain exercisable until the earlier of (x) the Expiration Date and (y) the twelve (12) month anniversary of such Termination.
Reason Upon a Termination by the Company without Cause, or by the Holder for Good Reason, all Options that have not vested as of the IRR Calculation Date shall be immediately forfeited, and all Options that have vested as of the IRR Calculation Date shall remain exercisable until the earlier of (x) the Expiration Date and (y) the date that is ninety (90) days following the IRR Calculation Date.
More Definitions of IRR Calculation Date
IRR Calculation Date means as of 11:59 p.m., Eastern Time, on December 31 of each Calendar Year during the term of this Agreement.