LAML definition
Examples of LAML in a sentence
The Company may grant Phantom Rights to certain employees (and may direct LAML to grant LAML Phantom Rights to certain employees of LAML); provided that Phantom Rights and LAML Phantom Rights may only be granted to the extent there are Units available for allocation to Management Members in the Reserved Management Float.
Notwithstanding the foregoing, each individual listed on Schedule 6.4 shall be a Managing Director of the Company, effective upon the consummation of such individual’s contribution of his or her Initial Capital to the Company pursuant to such individual’s Management Service Agreement and execution of such person’s Acknowledgement or, if applicable, the execution of a Phantom Acknowledgement or LAML Phantom Acknowledgement.
The Company intends that each Phantom Right and LAML Phantom Right shall have economic rights (not taking into account any income, employment or other taxes) with respect to the Company that are substantially equivalent to the economic rights of a Class B Unit except with respect to capital.
In the event of forfeiture or cancellation (or deemed forfeiture or cancellation) of any Phantom Rights or LAML Phantom Rights, the total number of Units, the number of Units in the Reserved Management Float and the Management Pool shall be increased by the number of Phantom Rights or LAML Phantom Rights forfeited or cancelled (or deemed forfeited or cancelled) (and Schedule A shall be accordingly amended).
In making the distributions contemplated by Section 10.3(a), the Company shall take into account amounts (if any) that Lazard deems appropriate to contribute to LAML to enable it to make any required payments in respect of LAML Phantom Units pursuant to a LAML Phantom Interest Agreement.
Immediately upon the grant of any Phantom Rights or LAML Phantom Rights, the total number of Units, the number of Units in the Management Pool and the number of Units in the Reserved Management Float shall be reduced by an amount equal to the number of Phantom Rights or LAML Phantom Rights granted (and Schedule A shall be accordingly amended).
For the avoidance of doubt, neither Phantom Rights nor LAML Phantom Rights are intended to be treated as membership interests in the Company.
Following the return of any such Letter of Transmittal, the applicable holder shall be paid (as promptly as practicable but in no event later than the third business day after receipt (but subject, for clarity, to Section 5.01(b)) the Merger Consideration and/or Phantom Consideration then payable in respect of the Class B Units, Class B Capital, Phantom Rights and/or LAML Phantom Rights of such holder.
No later than one business day following the Closing Date, the Surviving Company shall send a customary letter of transmittal (“Letter of Transmittal”) to each holder of Class B Units, Phantom Rights and/or LAML Phantom Rights as of the Closing Date, which letter shall provide for the procedures to be followed to receive payment of the Merger Consideration and/or Phantom Consideration.
Furthermore, the terms of the immediately preceding sentence shall apply to any holder of LAML Phantom Rights who is a U.S. taxpayer and who consents to the treatment described in such sentence.