Incentive Interests Clause Samples

The Incentive Interests clause defines the terms under which certain parties, such as employees or managers, are granted a financial stake or equity interest in a company as a form of motivation or reward. Typically, this clause outlines the types of incentive interests available (such as stock options, restricted stock, or profit interests), the conditions for vesting, and any performance targets or time-based requirements that must be met. Its core practical function is to align the interests of key individuals with the long-term success of the company, thereby encouraging performance and retention.
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Incentive Interests. In addition to the foregoing, upon termination of the Executive’s employment, the Executive shall continue to have such rights, if any, that may continue to exist under the Management Incentive Share Agreement upon the terms and conditions set forth therein.
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Incentive Interests. (a) The following Incentive Units are hereby created and are hereby granted to the Persons and in the respective amounts set forth on Exhibit A, subject to the adjustments provided for in this Section 3.4: (i) 100 Tier I A Units, all of which have been granted as of the date of this Agreement; (ii) 960,000 Tier I Units, of which a certain number of such Tier I Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “Tier I Subsequent Units”); (iii) 960,000 Tier II Units, of which a certain number of such Tier II Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “Tier II Subsequent Units”); (iv) 960,000 Tier III Units, of which a certain number of Tier III Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “Tier III Subsequent Units”); and (v) 960,000 Tier IV Units, of which a certain number of Tier IV Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “Tier IV Subsequent Units”).
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Incentive Interests. (a) The following Incentive Units had been created and authorized as of the Effective Date: (i) 500,000 “Tier I Incentive Units,” of which a certain number of such Tier I Incentive Units may be granted to Employees after the Effective Date pursuant to this Section 3.4 (the “Tier I Subsequent Incentive Units”); (ii) 500,000 “Tier II Incentive Units,” of which a certain number of such Tier II Incentive Units may be granted to Employees after the Effective Date pursuant to this Section 3.4 (the “Tier II Subsequent Incentive Units”); (iii) 500,000 “Tier III Incentive Units,” of which a certain number of Tier III Incentive Units may be granted to Employees after the Effective Date pursuant to this Section 3.4 (the “Tier III Subsequent Incentive Units”); and (iv) 500,000 “Tier IV Incentive Units,” of which a certain number of Tier IV Incentive Units may be granted to Employees after the Effective Date pursuant to this Section 3.4 (the “Tier IV Subsequent Incentive Units”). Incentive Units have been granted to the Members in the respective amounts set forth in the Company’s Books and Records, subject to the adjustments provided for in this Section 3.4.
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Incentive Interests. (a) The following Incentive Units are hereby created and are hereby granted to the Persons and in the respective amounts set forth on Exhibit A, subject to the adjustments provided for in this Section 3.4: (i) 1,000,000 “Tier I Units,” of which a certain number of such Tier I Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “Tier I Subsequent Units”); and (ii) 1,000,000 “Tier II Units,” of which a certain number of such Tier II Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “Tier II Subsequent Units”). To the extent not so granted, the remaining Incentive Units are available for future grants by the Board to Employees in accordance with the terms of this Agreement. The Company and each Member intend to treat any interest attributable to a holder of Incentive Units as a separate “profits interest” within the meaning of Rev. Proc. 93-27, 1993-2 C.B. 343. In accordance with Rev. Proc. 2001-43, 2001-2 C.B. 191, the Company shall treat a holder of such Incentive Units as the owner of such profits interest from the date it is granted, and shall file its IRS Form 1065, and issue an appropriate Schedule K-1 to such holder of Incentive Units, allocating to such
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Incentive Interests. Pursuant to a separate Management Incentive Share Agreement and subject to the terms and conditions set forth therein, the Executive shall be eligible to receive additional compensation through the granting of incentive phantom interests equivalent to five percent (5%) of the amount of the distributions that would otherwise be payable to the holders of Class A Units pursuant to the LLC Agreement.
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Incentive Interests. (a) The following Incentive Units are hereby created and are hereby granted to the Persons and in the respective amounts set forth on Exhibit A, subject to the adjustments provided for in this Section 3.4: (i) 1,000,000 “Tier I Units,” of which a certain number of such Tier I Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “Tier I Subsequent Units”); and (ii) 1,000,000 “Tier II Units,” of which a certain number of such Tier II Units may be granted to Employees after the date of this Agreement pursuant to this Section 3.4 (the “Tier II Subsequent Units”).
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Incentive Interests. Each Company Incentive Interest that is issued and outstanding immediately prior to the Effective Time shall automatically be cancelled and converted into the right to receive, subject to the terms of this Agreement, the portion of the Merger Consideration (comprised of (i) the Incentive Interests Holders Closing Consideration, (ii) the Indemnification Escrow Property, (iii) the Merger Consideration Adjustment Escrow Property, (iv) the Holders Representative Reserve Property, (v) the Earn-Out Payment, and (vi) the Additional Consideration, to be paid to Incentive Interests Holders under this Agreement) allocated to the Incentive Interest Holder’s Incentive Interest in accordance with Section 1.6 below, which amounts shall be payable as provided herein and subject to any adjustments pursuant to this Agreement, including those set forth in this Article I.
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Incentive Interests. The Board may grant Incentive Interests in Holdings or any subsidiary of Holdings or similar incentive compensation to officers and employees of FA.
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Incentive Interests 
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Related to Incentive Interests

  • Ltip Units (a) The General Partner may from time to time issue LTIP Units to Persons who provide services to the Partnership, for such consideration as the General Partner may determine to be appropriate, and admit such Persons as Limited Partners. Subject to the following provisions of this Section and the special provisions of Sections 4.5, 5.1(e), and 8.6, LTIP Units shall be treated as Limited Partnership Units, with all of the rights, privileges and obligations attendant thereto. For purposes of computing the Partners’ Percentage Interests, LTIP Units shall be treated as Common Units. (b) The Partnership shall maintain at all times a one-to-one correspondence between LTIP Units and Limited Partnership Units for conversion, distribution and other purposes, including without limitation complying with the following procedures: If an Adjustment Event (as defined below) occurs, then the General Partner shall make a corresponding adjustment to the LTIP Units to maintain a one-for-one conversion and economic equivalence ratio between Limited Partnership Units and LTIP Units. The following shall be “Adjustment Events:”

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (b) Prior to the date hereof and as set forth in the Original Agreement, the Initial Member has been issued 100% of the membership interests in the Company in return for a capital contribution of $100 (the “Prior Interests”). Upon execution of this Agreement, the Prior Interests shall be automatically converted into 1,000 Class B Ordinary Shares. As of the date of such conversion, the Class B Ordinary Shares shall constitute all of the membership interests of the Company and, prior to the issuance of Class A Ordinary Shares, Class A Preferred Shares and Class C Ordinary Share, shall have all of the rights and privileges of 100% of the membership interests in the Company afforded pursuant to this Agreement and applicable law. (c) Notwithstanding any provision to the contrary in this Agreement, the Board shall have full power and authority to schedule one or more closings to issue Class A Ordinary Shares and admit Members to the Company in accordance with the provisions of this Agreement. Any Person that acquires Class A Ordinary Shares and is admitted as a Member of the Company after the date hereof, shall, in connection with such Member’s acquisition of such Class A Ordinary Shares, be deemed to pay to the Company such Member’s pro rata share of any amounts used to acquire the Artwork, including any true-up fees and any other amounts paid to the Company by the previously admitted Members. (d) The Class A Members may elect to convert their Class A Preferred Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration. Each Class A Preferred Shares will automatically convert to one Class A Ordinary Share upon any Transfer of such Class A Preferred Shares to an entity that is not an Affiliate of the Administrator. (e) The Class B Members may elect to convert their Class B Ordinary Shares into Class A Ordinary Shares, in whole or in part, at any time prior to the consummation of the Sale of the Artwork, subject to the terms and conditions herein, for no additional consideration pursuant and to the following conversion formula: The number of Class A Ordinary Shares issuable upon conversion of Class B Ordinary Shares shall equal (A) the Value Increase, multiplied by (B) the Conversion Percentage, multiplied by (C) 20%, divided by (D) the Class A Ordinary Share Value. For purposes herein:

  • Class A Units If a Warrantholder exercises Warrants in connection with a tender offer for settlement prior to the First Regular Call Date, each Class A Unit called in connection with such exercise shall receive, in addition to principal and accrued interest, $1.50 per Class A Unit from the proceeds of the Warrant exercise. Class B Payments: If a Warrantholder exercises Warrants, then the Class B Units designated to be called in connection with such exercise shall receive the corresponding portion of the Class B Present Value Amount, adjusted for accrued Class B Payments on the Class B Units otherwise paid. If the Underlying Security Issuer redeems Underlying Securities and the previous paragraph does not apply, then the Class B Units designated for a redemption in connection with such redemption of Underlying Securities shall receive the amount with respect to the Class B Present Value Amount allocated for distribution in accordance with the applicable provisions of the Distribution Priorities below, paid as of the date of such redemption as an additional distribution.

  • Units Interests in the Partnership shall be represented by Units. The Units initially are comprised of one Class: Class A Units. The General Partner may establish, from time to time in accordance with such procedures as the General Partner shall determine from time to time, other Classes, one or more series of any such Classes, or other Partnership securities with such designations, preferences, rights, powers and duties (which may be senior to existing Classes and series of Units or other Partnership securities), as shall be determined by the General Partner, including (i) the right to share in Profits and Losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Units or other Partnership securities (including sinking fund provisions); (v) whether such Unit or other Partnership security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Unit or other Partnership security will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Total Percentage Interest as to such Units or other Partnership securities; and (viii) the right, if any, of the holder of each such Unit or other Partnership security to vote on Partnership matters, including matters relating to the relative designations, preferences, rights, powers and duties of such Units or other Partnership securities. Except as expressly provided in this Agreement to the contrary, any reference to “Units” shall include the Class A Units and any other Classes that may be established in accordance with this Agreement. All Units of a particular Class shall have identical rights in all respects as all other Units of such Class, except in each case as otherwise specified in this Agreement.