Class P Units Clause Samples

Class P Units. On the date hereof, the Company issued the Class P Units, in accordance with the Class P Joinder Agreement, to the Class P Member in the amount set forth on the Members Schedule. Class P Units are intended to qualify as “profits interests” (within the meaning of IRS Revenue Procedure 93-27, 1993-2 C.B. 343, and IRS Revenue Procedure 2001-43, 2001-2 C.B. 191) for U.S. federal income tax purposes and this Agreement shall be interpreted in accordance with such intent.

Class P Units. Class P Units shall consist of those Class P Units to be issued from time to time under Section 3.6 and the applicable Employee Incentive Unit Agreements relating to such Class P Units and those currently outstanding and held by Continuing Class P Unitholders. Class P Units shall have all the rights, privileges, preferences, and obligations as are specifically provided for in such Employee Incentive Unit Agreements and in this Agreement for Class P Units, and as may otherwise be generally applicable to all classes of Units, unless such application is specifically limited to one or more other classes of Units. Notwithstanding anything to the contrary contained herein or in such Employee Incentive Unit Agreements, the Class P Units shall not be entitled to vote on any matter subject to a vote of the Members, except as otherwise required by law.

Class P Units. For the avoidance of doubt, if the amount to be distributed pursuant to Section 4.01(a) and Section 4.02 with respect to any particular Distribution would cause the amount of any outstanding Class P Unit’s Participation Threshold to be reduced to zero, then such Class P Unit shall constitute an Eligible Class P Unit for purposes of Section 4.01(a) and Section 4.02 only after the portion of the amount to be distributed in such Distribution that would cause such Class P Unit’s Participation Threshold to be reduced to (but not below) zero has first been distributed to the holders of outstanding Participating Units (taking into account outstanding Class P Units that have lesser Participation Thresholds (determined immediately prior to such Distribution)). For the avoidance of doubt, if any Class P Unit is an Unvested Unit as of the date of any Distribution, such Unvested Unit shall not participate in such Distribution (but such Distribution may reduce the Participation Threshold of such Unvested Unit).

Class P Units. (a) From time to time, the Managing Member shall have the power and discretion to approve the issuance of Class P Units to any director, employee, officer, consultant or other service provider of the Managing Member, the Company or any Subsidiary of the Company (each such person, a “Management Member”). The Managing Member shall have power and discretion to approve which directors, employees, officers, consultants or other service providers shall be offered and issued such Class P Units, the number of Class P Units to be offered and issued to each Management Member and the purchase price and other terms and conditions with respect thereto. (b) The provisions of this Section 7.05 are designed to provide incentives to directors, employees, officers, consultants or other service providers of the Company or its Subsidiaries. This Section 7.05, together with the other terms of this Agreement and the Class P Unit Agreements relating to Class P Units, are intended to be a compensatory benefit plan within the meaning of Rule 701 of the Securities Act, and, unless and until the Company’s Equity Interests are publicly traded, the issuance of Class P Units are, to the extent permitted by applicable federal securities laws, intended to qualify for the exemption from registration under Rule 701 of the Securities Act. (c) On the date hereof, the Managing Member will establish and document in the books and records of the Company the current Participation Threshold (as defined below) amount, and, if applicable, vesting schedule, with respect to Class P units that are outstanding on the Effective Date. (d) On the date of each future grant of Class P Units to a Management Member, the Managing Member will establish (and document in the applicable Class P Unit Agreement) an initial “Participation Threshold” amount with respect to each such Class P Unit granted on such date. The Participation Threshold with respect to each Class P Unit will be at least equal to the amount a Class A Unit would receive on the date of issuance of such Class P Unit in a hypothetical liquidation of the Company on the date of issuance of such Class P Unit in which the Company sold its assets for their Fair Market Value, satisfied its liabilities (excluding any nonrecourse liabilities to the extent the balance of such liabilities exceeds the fair market value of the assets that secure them) and distributed the net proceeds to the holders of Units in liquidation of the Company. The determination by th...

Class P Units. Each Class P Unit outstanding immediately prior to the Effective Time (other than Class P Units to be cancelled pursuant to Section 2.07(d), if any) shall be cancelled and extinguished and shall be converted into the right to receive an amount in cash, without interest, equal to: (i) the Per Unit Portion of the Estimated Closing Cash Payment with respect to such Class P Unit, plus (ii) the Per Unit Portion of any Future Distribution Amount with respect to such Class P Unit.

Class P Units. (a) Subject to compliance with Section 6.3, the Board shall have the right to cause the Company to issue Class P Units to (x) an employee of, (y) consultant to or (z) Independent Manager of, the Company or any Subsidiary in exchange for services performed or to be performed for the Company or one of its Subsidiaries by such Person, rather than in exchange for Capital Contributions made to the Company by such Person. (b) The Company shall issue each Class P Unit pursuant to and in accordance with a grant agreement (each such agreement, a “Class P Unit Grant Agreement”), approved by the Board, between the Company and the recipient of such Class P Unit. Each Class P Unit Grant Agreement may provide for, among other matters, the vesting and forfeiture of, transfer restrictions relating to, or repurchase by the Company of, such Class P Unit. (c) At the time of its issuance, the Company shall determine and record on the Schedule of Equity Owners and in the applicable Class P Unit Grant Agreement the initial Participation Threshold of such Class P Unit. (d) Unless otherwise provided in the Class P Unit Grant Agreement, no Class P Unit shall be entitled to receive any Distributions under Article IV (other than Tax Distributions provided for in Section 4.1(b)) until such Class P Unit is fully vested, and no unvested Class P Unit that is not entitled to share in a Distribution under Section 4.1(a) or Section 4.1(c) shall, unless otherwise determined by the Board, be included for purposes of determining the Participation Thresholds of any newly issued Class P Units or In-the-Money Class P Units with respect to any Distribution. (e) A Person shall be awarded the Class P Units and, to the extent not already a Class P Unit Holder, shall become a Class P Unit Holder of the Company, upon the execution of the Class P Unit Grant Agreement and the Joinder Agreement and, if any Class P Units are unvested on grant, the timely filing of an election under Code Section 83(b) with respect to such Class P Unit. (f) Notwithstanding anything to the contrary contained herein or in any Class P Unit Grant Agreement, all Class P Units outstanding on the date hereof shall be adjusted so that the applicable Participation Threshold is equal to $0. Any Class P Units issued after the date hereof shall require a capital contribution (paid in cash or a fully recourse note) of the prospective Class P Unit Holder equal to the amount that would be distributed with respect to an equal number of Cla...

Class P Units. Each Class P Unit outstanding as of the ------------- Effective Time shall be converted into the right to receive, subject to the terms of this Agreement, an amount in cash equal to the Final Unit Price minus the Net Return Threshold corresponding to such Class P Unit; provided, ----- -------- however, that the amount paid at the Effective Time pursuant to Section 2.07 ------- ------------ below in respect of such Class P Unit shall be an amount in cash equal to the Estimated Closing Unit Price minus the Net Return Threshold ----- corresponding to such Class P Unit. Following the Effective Time, the Final Unit Price (to the extent not paid pursuant to the preceding sentence) minus ----- the corresponding Net Return Threshold shall be paid in respect of each Class P Unit in accordance with the provisions set forth herein and in the Escrow Agreement.