Profits Interest Threshold Amount definition

Profits Interest Threshold Amount for a Common Unit issued as a Profits Interest shall mean an amount equal to the amount that would be distributed in respect of a Common Unit that has no Profits Interest Threshold Amount, if, immediately after the Profits Interest is issued, the Company were to liquidate completely and in connection with such liquidation (i) sell all of its assets at their fair market values as determined by the Board, (ii) settle all of its liabilities to the extent of the available assets of the Company (but limited, in the case of nonrecourse liabilities, to the value of the property securing such liability), and (iii) each Member were to pay to the Company at that time the amount of any obligation then unconditionally due to the Company, and then the Company were to distribute any remaining cash and other proceeds to the holders of Units in accordance with the distribution provisions of Section 6(b)(ii); provided, however, the Profits Interest Threshold Amount shall not be less than zero dollars ($0). The Board shall have the discretion to set any Common Unit’s Profits Interest Threshold Amount to equal an amount that is greater than the amount determined in the prior sentence. The Profits Interest Threshold Amount of a Common Unit issued as a Profits Interest shall be reduced (but not below zero dollars ($0)) dollar-for-dollar by the amount by which distributions with respect to such Common Unit were previously reduced by reason of the existence of the Profits Interest Threshold Amount.
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Profits Interest Threshold Amount means an amount specified by the Administrator with respect to each Incentive Unit and set forth in the applicable Award Agreement in accordance with the LLC Agreement. The Profits Interest Threshold Amount applicable to any Incentive Unit issued hereunder shall be no less than the amount determined by the Administrator to be necessary to cause such Incentive Unit to constitute a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43.
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Profits Interest Threshold Amount means, with respect to the LTIP Units and any other class of Partnership Units in the Company that are issued as a Profits Interest, an amount equal to the amount that would be distributed to the holders of all of the then outstanding Partnership Units in the Company if, immediately before such Profits Interest is issued, the Company were to liquidate completely and in connection with such liquidation (i) sell all of its assets for their gross fair market values, (ii) settle all of its liabilities (limited in the case of any nonrecourse liabilities to the of the assets that secure such liabilities) to the extent of the available assets of the Company, and (iii) each Member were to pay to the Company at that time the amount of any obligation then unconditionally due to the Company, and then the Company were to distribute any remaining cash and other proceeds to the Members in accordance with Section 10.2. Notwithstanding anything to the contrary and unless otherwise determined by the General Partner: (i) the Profits Interest Threshold Amount for the Profits Interests shall be adjusted upward by the amount of any Capital Contributions made to the Company following the date hereof, which such adjustments shall be made as of the time of such Capital Contributions; and (ii) upon any change in the Company’s capital structure, the General Partner may equitably adjust the Profits Interest Threshold Amount for any Profits Interest to the extent necessary (in the General Partner’s reasonable good faith judgment) to prevent such changed capital structure from changing the economic rights represented by the Profits Interests in a manner that is disproportionately favorable or unfavorable in relation to the economic rights of other classes of outstanding Partnership Units.
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Examples of Profits Interest Threshold Amount in a sentence

  • The Administrator shall specify the Profits Interest Threshold Amount applicable to each Incentive Unit in the applicable Award Agreement in accordance with the LLC Agreement.

  • Each Profits Interest grant will be evidenced by a Profits Interest Agreement that will specify the number of Units that are being granted as Profits Interests, the Profits Interest Threshold Amount, the vesting schedule, if any, applicable to the Profits Interest grant, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

  • Amounts that would otherwise be distributed to any Common Unit that was issued as a Profits Interest pursuant to Section 6(b)(ii) shall be reduced by an amount equal to the remaining Profits Interest Threshold Amount for such Common Unit, and the amount by which the distribution to such Profits Interest is reduced shall instead be distributed to the holders of such other Units as are entitled to receive distributions under Section 6(b)(ii).

  • The Profits Interest Threshold Amount applicable to any Incentive Unit issued pursuant to this Section 5 shall be no less than the amount determined by the Administrator to be necessary to cause such Incentive Unit to constitute a “profits interest” within the meaning of Revenue Procedures 93-27 and 2001-43.

  • Amounts of cash or other consideration from a sale of assets of the Company or a Subsidiary constituting a Liquidity Event otherwise distributable to a Common Unit holder shall be reduced by the Profits Interest Threshold Amount attributable to each such Profits Interest receiving such distribution.

  • The Participant understands that no distributions will be made on the Incentive Units until there has been distributed to holders of the Common Units an amount equal to the Profits Interest Threshold Amount as of the Grant Date, which is $[AMOUNT].

  • The Manager may adjust the Liquidation Value and the Profits Interest Threshold Amount in its discretion to take into account Capital Contributions, Unit issuances, splits, reclassifications, recapitalizations, exercises of options or warrants and similar events and to otherwise preserve the treatment of the Profits Interest Units as “profits interests” for U.S. federal income tax purposes.(b)Member of the Company.

  • For this purpose, the Class Liquidation Value (the “Class Liquidation Value”) set forth in the Notice shall be used as the deemed fair market value, as of the time of grant, of the portion of the Company to which the Profits Interest Shares relate and the Profits Interest Threshold Amount applicable to each Profits Interest Share shall be derived from such Class Liquidation Value based on the distribution provisions of the LLC Agreement.

  • As of the Issuance Date, the Profits Interest Threshold Amount has been determined to be $__________.

  • However, each disadvantage can be immediately turned into an advantage.

Related to Profits Interest Threshold Amount

  • Dividend Threshold Amount has the meaning set forth in Section 5.04(a).

  • Threshold Amount means $50,000,000.

  • Class A Non-PO Optimal Amount As to any Distribution Date, the sum for such Distribution Date of (i) the Class A Interest Accrual Amount, (ii) the Aggregate Class A Unpaid Interest Shortfall and (iii) the Class A Non-PO Optimal Principal Amount.

  • Class C Unpaid Realized Loss Amount As of any Distribution Date, the excess of (1) the Class C Applied Realized Loss Amount over (2) the sum of (x) all distributions in reduction of the Class C Unpaid Realized Loss Amounts on all previous Distribution Dates and (y) all increases in the Certificate Principal Balance of such Class C Certificates pursuant to the last sentence of the definition of "Certificate Principal Balance."

  • Collateral Minimum Monthly Interest shall have the meaning specified in subsection 4.02(c).

  • Contribution Value shall have the meaning set forth in Section 2.02 of the Contribution Agreement.

  • Indemnity Threshold has the meaning set forth in Section 9.3.

  • Unrestricted Cash Amount means, as to any Person on any date of determination, the amount of (a) unrestricted Cash and Cash Equivalents of such Person whether or not held in an account pledged to the Collateral Agent and (b) Cash and Cash Equivalents of such Person restricted in favor of the Facilities (which may also include Cash and Cash Equivalents securing other Indebtedness secured by a Lien on any Collateral along with the Facilities), in each case as determined in accordance with GAAP; it being understood and agreed that proceeds subject to Escrow shall be deemed to constitute “restricted cash” for purposes of the Unrestricted Cash Amount.

  • Threshold Appreciation Price has the meaning specified in Section 5.1.

  • Class A Non-PO Optimal Principal Amount As to any Distribution Date, an amount equal to the sum, as to each Outstanding Mortgage Loan, of the product of (x) the Non-PO Fraction with respect to such Mortgage Loan, and (y) the sum of:

  • Recourse Amount Has the meaning specified in Section 17.10 of the Participation Agreement.

  • Class C Interest Coverage Ratio means, as of any Measurement Date, the ratio (expressed as a percentage) obtained by dividing the Interest Coverage Amount by the scheduled interest payments due on the Class A Notes, the Class B Notes and the Class C Notes. For the purposes of calculating the Class C Interest Coverage Ratio, the expected interest income on Collateral Debt Obligations, Eligible Investments and the Accounts (to the extent applicable) and the expected interest payable on the Class A Notes, the Class B Notes and the Class C Notes will be calculated using the then current interest rates applicable thereto as at the relevant Measurement Date.

  • Class C Deficiency Amount is defined in Section 4.1(c).

  • Class D Interest Coverage Ratio means, as of any Measurement Date, the ratio (expressed as a percentage) obtained by dividing the Interest Coverage Amount by the scheduled interest payments due on the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes. For the purposes of calculating the Class D Interest Coverage Ratio, the expected interest income on Collateral Debt Obligations, Eligible Investments and the Accounts (to the extent applicable) and the expected interest payable on the Class A Notes, the Class B Notes, the Class C Notes and the Class D Notes will be calculated using the then current interest rates applicable thereto as at the relevant Measurement Date.

  • Specified Spread Account Balance means on the Closing Date, % of the sum of the Pool Balance as of the [Initial] Cutoff Date and on any Payment Date thereafter the lesser of, (a) % of the [sum of (i) the] Pool Balance as of the [Initial] Cutoff Date [plus (ii) the aggregate Contract Value of all Subsequent Receivables sold to the Trust as of their respective Cutoff Dates] and (b) the outstanding principal amount of the Notes. However, if (A) the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) will be reduced to % on such Payment Date and will remain at such percentage for each Payment Date thereafter unless further reduced on the Payment Dates as provided in the following clauses (B), (C) or (D); (B) if the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to % on such Payment Date (regardless of whether the Specified Spread Account Reduction Trigger was met on the Payment Date in [Month] 20XX or any Payment Date thereafter and will remain at such percentage for each Payment Date thereafter unless further reduced on the Payment Date as provided in the following clause (C) or (D); (C) the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to % on such Payment Date (regardless of whether the Specified Spread Account Reduction Trigger was met on the Payment Dates in [Month] 20XX or any Payment Date thereafter or [Month] 20XX or any Payment Date thereafter) and will remain at such percentage for each Payment Date thereafter unless further reduced on the Payment Date as provided in the following clause (D); and (D) the Specified Spread Account Reduction Trigger is met on the Payment Date in [Month] 20XX or any Payment Date thereafter, the percentage in clause (a) of the preceding sentence will be reduced to % on such Payment Date (regardless of whether the Specified Spread Account Reduction Trigger was met on the Payment Dates in [Month] 20XX or any Payment Date thereafter, [Month] 20XX or any Payment Date thereafter or [Month] 20XX or any Payment Date thereafter) and will remain at such percentage for each Payment Date thereafter. In addition to the ability to amend the “Specified Spread Account Balance” definition pursuant to Section 9.1(a) of the Indenture, the Specified Spread Account Balance may also be reduced or modified without the consent of the Holders of the Notes if the Rating Agency Condition is satisfied with respect to such reduction or modification.

  • Orderly Liquidation Value means the net amount (after all costs of sale), expressed in terms of money, which Agent, in its good faith discretion, estimates can be realized from a sale, as of a specific date, given a reasonable period to find a purchaser(s), with the seller being compelled to sell on an as-is/where-is basis.

  • Class A/B Interest Coverage Test means the test which will apply as of any Measurement Date occurring on and after the Determination Date immediately preceding the second Payment Date and which will be satisfied on such Measurement Date if the Class A/B Interest Coverage Ratio is at least equal to 120.0 per cent.

  • Noteholders’ Monthly Interest Distributable Amount means, with respect to any Distribution Date and any Class of Notes, interest accrued at the respective Interest Rate during the applicable Interest Period on the principal amount of the Notes of such Class outstanding as of the end of the prior Distribution Date (or, in the case of the first Distribution Date, as of the Closing Date), calculated (x) for the Class A-1 Notes and the Class A-2-B Notes on the basis of a 360-day year and the actual number of days elapsed in the applicable Interest Period and (y) for all other Classes of Notes on the basis of a 360-day year consisting of twelve 30-day months (without adjustment for the actual number of business days elapsed in the applicable Interest Period), except with respect to the first Interest Period.

  • Class C Interest Coverage Test means the test which will apply as of any Measurement Date occurring on and after the Determination Date immediately preceding the second Payment Date and which will be satisfied on such Measurement Date if the Class C Interest Coverage Ratio is at least equal to 110.0 per cent.

  • Current Class B Interest Distribution Amount As to any Distribution Date, the amount distributed in respect of the Classes of Class B Certificates pursuant to Paragraphs fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of Section 4.01(a) on such Distribution Date.

  • Cash Contribution Amount means the aggregate amount of cash contributions made to the capital of the Issuer or any Guarantor described in the definition of “Contribution Indebtedness.”

  • Net Orderly Liquidation Value means, with respect to Inventory of any Person, the orderly liquidation value thereof as determined in a manner acceptable to the Administrative Agent by an appraiser acceptable to the Administrative Agent, net of all costs of liquidation thereof.

  • Specified Reserve Account Balance means, for any Payment Date, an amount equal to 1.00% of the Pool Balance as of the Cut-Off Date; provided, however, on any Payment Date after the Notes are no longer Outstanding following payment in full of the principal and interest on the Notes, the “Specified Reserve Account Balance” shall be $0.

  • Class A Non-PO Principal Distribution Amount As to any Distribution Date, the aggregate amount distributed in respect of the Class A Certificates pursuant to Paragraph third clause (A) of Section 4.01(a).

  • RI Value means, in respect of a Reference Item and a ST Valuation Date, (i) the RI Closing Value for such Reference Item in respect of such ST Valuation Date, divided by (ii) the relevant RI Initial Value (expressed as a percentage).

  • Class B Adjusted Invested Amount means, with respect to any date of determination, an amount equal to the Class B Invested Amount less the positive difference, if any, between the Principal Funding Account Balance and the Class A Invested Amount on such date.