Internal Rate of Return Sample Clauses

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Internal Rate of Return. “Internal Rate of Return” shall mean the internal rate of return realized by the Principal Stockholders on the Invested Capital as a result of the Investment Proceeds realized or deemed realized by the Principal Stockholders, calculated without reduction for any taxes imposed on such Investment Proceeds and after giving effect to any vested Awards. The Internal Rate of Return shall be determined in respect of any Liquidity Event as if the Principal Stockholders liquidated their entire remaining Investment in such Liquidity Event for a price equal to the fair market value of the remaining Investment on the date of the Liquidity Event, as reasonably determined by the Administrator. In determining the Internal Rate of Return as of any date, all Investment Proceeds theretofore received, directly or indirectly, by the Principal Stockholders in respect of their Investment shall be taken into account, and no other amounts theretofore received by the Principal Stockholders shall be taken into account.
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Internal Rate of Return. The rate, determined as set forth herein, which will discount Distributions made to a Member by the Company to an amount equal to the Capital Contributions made by such Member. A specified Internal Rate of Return (the “Applicable IRR”) shall be deemed to have been attained as of any date that (i) the sum of the separate present values of each Distribution made to the Member, when discounted to their present values as of the date of the Initial Capital Contribution made by such Member, using a discount rate equal to the Applicable IRR is equal to (ii) the sum of the separate present values of each Capital Contribution made to the Company by such Member, when discounted to their present values as of the date of the Initial Capital Contribution made by such Member, using the same specific discount rate as referred to above. The XIRR function in Microsoft Excel, U.S. English Version MS Excel 2003 or any other program approved by the Members shall be used to calculate whether an Applicable IRR is obtained, and the present value shall be determined using monthly compounding periods. Any Capital Contributions made by a Member and Distributions made by the Company to a Member during a month shall be deemed to occur on the first or last day of the month in which such Distribution or Capital Contribution is made, whichever is closer to the actual date of such Capital Contribution or Distribution. The Internal Rate of Return with respect to any Member shall be deemed to include any amount paid or received by any predecessor in interest of any Member.
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Internal Rate of Return. The annualized effective compounded return rate (taking into account all allocations of profits and gains, net of all allocations of losses, deductions and nondeductible expenses) which is earned on the amount invested by the Sponsor for its Shares.
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Internal Rate of Return. The KKR Partnership shall (a) offer each Purchaser on reasonably acceptable terms a limited partnership interest in the KKR Partnership in exchange for a nominal amount and (b) cause the terms of its limited partnership agreement to be amended to provide that if there is a Sale of the Business and, as a result thereof, the IRR of the KKR Partnership and its Affiliates with respect to its aggregate equity investment in Holdings subscribed for directly from Holdings exceeds 50%, then each Purchaser who holds a limited partnership interest therein shall be entitled to receive from the KKR Partnership an amount in U.S. dollars equal to the lesser of (x) its pro rata share of the excess of the amount received by the KKR Partnership and its Affiliates over the KKR Target Amount and (y) the amount required so that such Purchaser's IRR with respect to the Ordinary Shares and Preferred Shares subscribed for directly from Holdings and the Company, respectively, equals 25%. In the event of a Sale of the Business, each of the Purchasers, on the one hand, and the KKR Partnership and its Affiliates, on the other hand, shall deliver within twenty days thereof a detailed calculation (the "IRR CALCULATION") of its respective IRR. The IRR Calculations will be deemed accepted by the recipient or recipients unless within forty-five days of the date of delivery of such IRR Calculation, (i) in the case of the IRR Calculation of the KKR Partnership and its Affiliates, Purchasers who have agreed to subscribe for at least 60% of the Preferred Shares pursuant to the Subscription Agreement notify the KKR Partnership that they dispute such calculation and (ii) in the case of the IRR Calculation of a Purchaser, the KKR Partnership notifies such Purchaser that it disputes such calculation. In either case the Purchasers and the KKR Partnership will proceed in good faith to attempt to agree upon the disputed IRR Calculation. If on the sixtieth day after the date of the relevant notice or notices of dispute no such agreement has been reached, the matter or matters may be referred by either Purchasers who have agreed to subscribe for at least 60% of the Preferred Shares pursuant to the Subscription Agreement or the KKR Partnership to an arbitration pursuant to the provisions of Section 10.8 hereof.
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Internal Rate of Return. The term "Internal Rate of Return" means, with respect to any Member, such Member's internal rate of return (expressed as a percentage) on its investment in the Company upon liquidation of the Company in accordance with Section 18, after taking into account, among other things, the distributions made to such Member pursuant to Section 10 and any Expenses or other costs, fees or expenses required to be paid by such Member under this Agreement, as determined by a nationally recognized accounting firm reasonably acceptable to all Members; provided, however, that if all Members are unable to agree on an accounting firm, each of Chelonian and 1989 shall select a nationally recognized accounting fu-m, which two nationally recognized accounting firms shall in turn together select a third nationally recognized accounting firm, which third accounting firm shall serve as the accounting firm for purposes of such determination. For purposes of this definition, the initial investment of a Member in the Company shall be deemed to equal the fair market value of such Member's contribution on the date hereof as specified on Schedules 8.1.1 and 8.1.2.
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Internal Rate of Return. “Internal Rate of Return” shall mean the internal rate of return realized by the Shareholders on the Invested Capital as a result of the Investment Proceeds realized or deemed realized by the Shareholders, calculated without reduction for any taxes imposed on such Investment Proceeds and prior to giving effect to the vesting of any Awards that vest as a result of the Liquidity Event, but after giving effect to any other vested Awards, as reasonably determined by the Administrator. The Internal Rate of Return shall be determined in respect of any Liquidity Event or an Initial Public Offering as if the Shareholders liquidated their entire remaining Investment in such Liquidity Event or upon such Initial Public Offering for a price equal to the fair market value of the remaining Investment on the date of the Liquidity Event or Initial Public Offering, as reasonably determined by the Administrator. In determining the Internal Rate of Return as of any date, all Investment Proceeds theretofore received by the Shareholders in respect of their Investment shall be taken into account, and no other amounts theretofore received by the Shareholders shall be taken into account. The Administrator shall determine the Internal Rate of Return in good faith.
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Internal Rate of Return. It is not estimated because it is difficult to calculate monetary ▇▇▇▇▇ of human life.
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Related to Internal Rate of Return

  • Section 409A of the Internal Revenue Code It is the intent of the parties that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Code and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered consistent with such intent. With respect to expenses eligible for reimbursement under the terms of this Agreement: (i) the amount of such expenses eligible for reimbursement in any taxable year shall not affect the expenses eligible for reimbursement in another taxable year; and (ii) any reimbursements of such expenses shall be made no later than the end of the calendar year following the calendar year in which the related expenses were incurred, except, in each case, to the extent that the right to reimbursement does not provide for a “deferral of compensation” within the meaning of Section 409A of the Code. In addition, Executive’s right to reimbursement (or in-kind benefits) cannot be liquidated or exchanged for any other benefit or payment. Notwithstanding anything contained herein to the contrary, to the extent required to avoid accelerated taxation or tax penalties under Section 409A of the Code, Executive shall not be considered to have terminated employment for purposes of this Agreement and no payments shall be due to Executive under this Agreement that are payable upon Executive’s termination of employment until Executive would be considered to have incurred a “separation from service” from the Company within the meaning of Section 409A of the Code. In addition, for purposes of this Agreement, each amount to be paid or benefit to be provided to Executive pursuant to this Agreement shall be construed as a separate identified payment for purposes of Section 409A of the Code and any payments described herein that are due within the “short term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything contained herein to the contrary, if Executive is a “specified employee,” as defined in Section 409A of the Code, as of the date of Executive’s separation from service, then to the extent any amount payable under this Agreement (i) constitutes the payment of nonqualified deferred compensation, within the meaning of Section 409A of the Code, (ii) is payable upon Executive’s separation from service and (iii) under the terms of this Agreement would be payable prior to the six-month anniversary of Executive’s separation from service, such payment shall be delayed until the earlier to occur of (A) the six-month anniversary of the separation from service or (B) the date of Executive’s death.

  • Internal Revenue Code Section 409A The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10) of the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides that indemnification of, or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages paid or payable by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation, subject to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as a service provider of the Company. The parties intend that this Agreement be interpreted and construed with such intent.

  • Internal Revenue Code The term “Internal Revenue Code” means the Internal Revenue Code of 1986, as amended.

  • Compliance with Section 409A of the Internal Revenue Code The Award is intended to comply with Section 409A of the Code to the extent subject thereto or to otherwise be exempt from Section 409A of the Code, and shall be interpreted in accordance with this intent and Section 409A of the Code and treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the Grant Date. Notwithstanding any provision in the Plan to the contrary, no payment or distribution under this Plan that constitutes an item of deferred compensation under Section 409A of the Code and becomes payable by reason of your Termination of Service with the Company shall be made to you until your Termination of Service constitutes a separation from service within the meaning of Section 409A of the Code. For purposes of this Award, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A of the Code. Notwithstanding any provision in the Plan to the contrary, if you are a specified employee within the meaning of Section 409A of the Code, then to the extent necessary to avoid the imposition of taxes under Section 409A of the Code, you shall not be entitled to any payments upon your Termination of Service until the earlier of: (i) the expiration of the six (6)-month period measured from the date of your separation from service or (ii) the date of your death. Upon the expiration of the applicable waiting period set forth in the preceding sentence, all payments and benefits deferred pursuant to this Section 13 (whether they would have otherwise been payable in a single lump sum or in installments in the absence of such deferral) shall be paid to you in a lump sum as soon as practicable, but in no event later than sixty (60) calendar days, following such expired period, and any remaining payments due under this Award will be paid in accordance with the normal payment dates specified for them herein. Notwithstanding any provision of the Plan to the contrary, in no event shall the Company or any affiliate be liable to you on account of an Award’s failure to (i) qualify for favorable U.S. or foreign tax treatment or (ii) avoid adverse tax treatment under U.S. or foreign law, including, without limitation, Section 409A of the Code.

  • Application of Internal Revenue Code Section 409A Notwithstanding anything to the contrary set forth herein, any payments and benefits provided under this Agreement (the “Severance Benefits”) that constitute “deferred compensation” within the meaning of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”) shall not commence in connection with Executive’s termination of employment unless and until Executive has also incurred a “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless Employer reasonably determines that such amounts may be provided to Executive without causing Executive to incur the additional 20% tax under Section 409A. It is intended that each installment of the Severance Benefits payments provided for in this Agreement is a separate “payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the Severance Benefits set forth in this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if Employer (or, if applicable, the successor entity thereto) determines that the Severance Benefits constitute “deferred compensation” under Section 409A and Executive is, on the termination of service, a “specified employee” of Employer or any successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrence of the adverse personal tax consequences under Section 409A, the timing of the Severance Benefit payments shall be delayed until the earlier to occur of: (i) the date that is six months and one day after Executive’s Separation From Service, or (ii) the date of Executive’s death (such applicable date, the “Specified Employee Initial Payment Date”), the Employer (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sum amount equal to the sum of the Severance Benefit payments that Executive would otherwise have received through the Specified Employee Initial Payment Date if the commencement of the payment of the Severance Benefits had not been so delayed pursuant to this Section and (B) commence paying the balance of the Severance Benefits in accordance with the applicable payment schedules set forth in this Agreement. This Agreement is intended to comply with Section 409A, and it is intended that no amounts payable hereunder shall be subject to tax under Section 409A. Employer shall use commercially reasonable efforts to comply with Section 409A with respect to payments of benefits hereunder.