Valuation Threshold definition
Valuation Threshold means, in respect of each Class B Unit, the total amount available for distribution under Section 5.1(a) or Section 5.1(b), including by operation of Section 13.2, as of the date that Class B Unit was issued if the Partnership were to liquidate completely and, in connection with such liquidation, (a) its assets were sold for cash equal to their respective fair market values, (b) all Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the fair market value of the assets securing such liability), (c) each Partner were to pay its share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any, and without duplication, that the Partner would be obligated to contribute to the capital of the Partnership, all computed immediately prior to the hypothetical sale of assets, and (d) the net assets of the Partnership were distributed in accordance with Section 5.1 to the Partners immediately after making such allocation; provided, however, that the Valuation Threshold in respect of a Partnership Unit shall not be less than zero dollars ($0).”
Valuation Threshold means, in respect of each Class B Unit and LTIP Unit, the total amount available for distribution under Section 5.02(a) or Section 5.02(b), including by operation of Section 5.06, as of the date that Class B Unit or LTIP Unit was issued if the Partnership were to liquidate completely and, in connection with such liquidation, (i) its assets sold for cash equal to their respective fair market values, (ii) all Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the fair market value of the assets securing such liability), (iii) each Partner were to pay its share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any, and without duplication, that the Partner would be obligated to contribute to the capital of the Partnership, all computed immediately prior to the hypothetical sale of assets, and (iv) the net assets of the Partnership were distributed in accordance with Section 5.02(b) to the Partners immediately after making such allocation; provided, however, that the Valuation Threshold in respect of a Partnership Unit shall not be less than zero dollars ($0). Notwithstanding the foregoing, the General Partner shall adjust the Valuation Threshold with respect to any Partnership Unit to reflect any changes in the capitalization of the Partnership, or distributions from the Partnership under Section 5.02(b), after the grant of the Partnership Unit so as to cause the LTIP Unit to be a profits interest for U.S. federal income tax purposes. For purposes of this definition, LTIP Units awarded under the 2018 Advisor OPP Agreement shall be treated as having been issued when the Master LTIP Unit was issued, and the Valuation Threshold of those LTIP Units shall be the Valuation Threshold of the Master LTIP Unit. All determinations pursuant to this paragraph shall be made by the General Partner in its good faith discretion.”
Valuation Threshold means, as of any date of determination with respect to any assets proposed to be acquired, (a) 20.0% multiplied by (b) the Aggregate Collateral Value as of such date (without giving effect to such asset acquisition).
Examples of Valuation Threshold in a sentence
At least $750M $ 11.25M At least $1B $ 3.75M At least $1.25B $ 3.75M * Only one Bonus may be payable for each Valuation Threshold achieved.
The Second Additional Maximum Valuation Threshold shall be set forth on Schedule 2.4 following the Second Additional Prepayment Calculation.
On the First Additional Prepayment Funding Date, Seller and Buyer will obtain all other information necessary in addition to the Agreed Price Deck to mutually agree upon and insert the necessary inputs into the Volume Model, which will determine the volumes of Crude Oil that must be delivered to Buyer associated with the First Additional Prepayment and the First Additional Maximum Valuation Threshold (the “First Additional Prepayment Calculation”).
The Initial Prepayment Calculation will be inserted into Schedule 2.1, subject to the Initial Maximum Valuation Threshold Termination.
The Valuation is deemed to meet the Valuation Threshold if the number of shares of common stock of Pubco outstanding multiplied by the average of all closing trading prices of Pubco’s shares on its principal trading market over a period of 30 days following the Post Closing Financing exceeds the Valuation Threshold.
The volumes from the Second Additional Prepayment Calculation will then be inserted into Schedule 2.4, subject to the Second Additional Maximum Valuation Threshold.
On the Second Additional Prepayment Funding Date, Seller and Buyer will obtain all other information necessary in addition to the Agreed Price Deck to mutually agree upon and insert the necessary inputs into the Volume Model, which will determine the volumes of Crude Oil that must be delivered to Buyer associated with the Second Additional Prepayment and the Second Additional Maximum Valuation Threshold (the “Second Additional Prepayment Calculation”).
More Definitions of Valuation Threshold
Valuation Threshold means, in respect of each Class B Unit and LTIP Unit, the total amount available for distribution under Section 5.02(a) or Section 5.02(b), including by operation of Section 5.06, as of the date that Class B Unit or LTIP Unit was issued if the Partnership were to liquidate completely and, in connection with such liquidation, (i) its assets sold for cash equal to their respective fair market values, (ii) all Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the fair market value of the assets securing such liability),
Valuation Threshold means, with respect to a Material Subsidiary Transaction, the amount in U.S. dollars equal to (a) the Liberty Minimum Return, calculated as of immediately prior to the consummation of such Material Subsidiary Transaction, less (b) any Premium Excess Amount.
Valuation Threshold means, in respect of each Class B Unit and LTIP Unit, the total amount available for distribution under Section 5.02(a) or Section 5.02(b), including by operation of Section 5.06, as of the date that Class B Unit or LTIP Unit was issued if the Partnership were to liquidate completely and, in connection with such liquidation, (i) its assets sold for cash equal to their respective fair market values, as determined in the reasonable discretion of the General Partner, (ii) all Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the fair market value of the assets securing such liability), (iii) each Partner were to pay its share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any, and without duplication, that the Partner would be obligated to contribute to the capital of the Partnership, all computed immediately prior to the hypothetical sale of assets, and (iv) the net assets of the Partnership were distributed in accordance with Section 5.02(b) to the Partners immediately after making such allocation; provided, however, that the Valuation Threshold in respect of a Partnership Unit shall not be less than zero dollars ($0). Notwithstanding the foregoing, the General Partner may, in its good faith discretion, adjust the Valuation Threshold with respect to any Partnership Unit to reflect any changes in the capitalization of the Partnership, or distributions from the Partnership under Section 5.01(a) or Section 5.02(b), after the grant of the Partnership Unit.
Valuation Threshold means, in respect of each Class B Unit and LTIP Unit, the total amount available for distribution under Section 5.02(a) or Section 5.02(b), including by operation of Section 5.06, as of the date that Class B Unit or LTIP Unit was issued if the Partnership were to liquidate completely and, in connection with such liquidation, (i) its assets sold for cash equal to their respective fair market values, as determined in the reasonable discretion of the General Partner, (ii) all Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the fair market value of the assets securing such liability), (iii) each Partner were to pay its share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any, and without duplication, that the Partner would be obligated to contribute to the capital of the Partnership, all computed immediately prior to the hypothetical sale of assets, and
Valuation Threshold means, in respect of each Class B Unit and LTIP Unit, the total amount available for distribution under Section 5.02(a) or Section 5.02(b), including by operation of Section 5.06, as of the date that Class B Unit or LTIP Unit was issued if the Partnership were to liquidate completely and, in connection with such liquidation, (i) its assets sold for cash equal to their respective fair market values, (ii) all Partnership liabilities were satisfied (limited with respect to each nonrecourse liability to the fair market value of the assets securing such liability), (iii) each Partner were to pay its share of Partnership Minimum Gain and Partner Nonrecourse Debt Minimum Gain and the amount, if any, and without duplication, that the Partner would be obligated to contribute to the capital of the Partnership, all computed immediately prior to the hypothetical sale of assets, and (iv) the net assets of the Partnership were distributed in accordance with Section 5.02(b) to the Partners immediately after making such allocation; provided, however, that the Valuation Threshold in respect of a Partnership Unit shall not be less than zero dollars ($0). Notwithstanding the foregoing, the General Partner shall adjust the Valuation Threshold with respect to any Partnership Unit to reflect any changes in the capitalization of the Partnership, or distributions from the Partnership under Section 5.02(b), after the grant of the Partnership Unit so as to cause the LTIP Unit to be a profits interest for U.S. federal income tax purposes. All determinations pursuant to this paragraph shall be made by the General Partner in its good faith discretion.”