Partnership Points definition
Examples of Partnership Points in a sentence
Except as may be agreed to in connection with the issuance of additional Partnership Points, as specifically set forth herein, and as may be required under applicable law, the Partners shall not be required to make any further contributions to the Partnership.
Any resigned, withdrawn or removed General Partner shall retain its interest in the capital of the Partnership and its other economic rights under this Agreement as a Limited Partner having the number of Partnership Points held by the General Partner prior to its resignation, withdrawal or removal.
Notwithstanding anything else set forth herein to the contrary, the consent of the Chief Executive Officer shall be required prior to any Call other than a Call of Partnership Points held by the Chief Executive Officer or the Limited Partner of which the Chief Executive Officer is the Employee Stockholder.
Upon any such election by the holders of more than fifty percent (50%) of the Partnership Points then outstanding (or such greater percentage of holders of Partnership Interests as may then be required under applicable law), all holders of Partnership Interests shall be bound thereby and shall be deemed to have approved thereof.
In connection with a Transfer by a Partner of Partnership Points, the assignee shall succeed to a pro-rata (based on the percentage of such Person's Partnership Interests transferred) portion of the assignor's Capital Account, unless the assignor and assignee otherwise agree and so direct the General Partner in a written statement signed by both and consented to by the General Partner.
The Partnership and each Partner agree to treat the Partnership Points as Profits Interests in accordance with the foregoing intent.
The Partnership Points are intended to constitute “profits interests” within the meaning of Revenue Procedures 93-27, 1993-2 C.B. 343 (June 9, 1993) and 2001-43, 2001-2 C.B. 191 (August 20, 2001) (“Profits Interests”) for federal income tax purposes, and the provisions of this Agreement shall be interpreted in a manner consistent with such intended treatment.
Any such Safe Harbor Election shall be binding on the Partnership and on all of its Partners with respect to all transfers of Partnership Points thereafter made by the Partnership while a Safe Harbor Election is in effect.
These two (2) Partnership Points (the "Marketing Points") are unvested Partnership Points issued to GXL Corp.
For purposes of this Section 3.9(c)(i), the term Median Number of Limited Partners' Vested Partnership Points shall mean that number of Vested Partnership Points as is equal to the median number of Vested Partnership Points then held by the Limited Partners (e.g., if there are five Limited Partners with 5, 2, 2, 2 and 1 Vested Partnership Points, the "median number" of Vested Partnership Points is 2 for all purposes hereof).