Profits Interest Clause Samples

Profits Interest. The Company, the Trust, and the Recipient acknowledge and agree that the Performance-Based LTIP Units are hereby issued to the Recipient for the performance of services to or for the benefit of the Trust in the Recipient’s capacity as a Unitholder or in anticipation of becoming a Unitholder. The Company, the Trust, and the Recipient intend that (a) the Performance-Based LTIP Units be treated as “profits interests” within the meaning of the Code, Treasury Regulations promulgated thereunder, and any published guidance by the Internal Revenue Service with respect thereto, including, without limitation, Internal Revenue Service Revenue Procedure 93-27, 1993-2 C.B. 343, as clarified by Internal Revenue Service Revenue Procedure 2001-43, 2001-2 C.B. 191; (b) the issuance of such interests not be a taxable event to the Trust or the Recipient as provided in such Revenue Procedures; and (c) the Declaration, the Plan, and this Agreement be interpreted consistently with such intent. The Recipient is urged to consult with the Recipient’s own tax advisor regarding the tax consequences of the receipt of Performance-Based LTIP Units, the vesting of Performance-Based LTIP Units, the conversion of Performance-Based LTIP Units into Class A Units, the holding of Performance-Based LTIP Units and Class A Units, the redemption or other disposition of Class A Units, and the acquisition, holding, and disposition of shares of Stock.

Profits Interest. The Class B Interest awarded pursuant to this Award Agreement is intended to be treated as a “profits interest” for U.S. federal income tax purposes.

Profits Interest. (a) It is the intention of the parties to this Agreement that distributions and allocations to any holder of an interest designated by the Managing Member, upon the unanimous consent of the Members, as a “profits interest” shall be limited to the extent necessary so that each such interest constitutes a Profits Interest. In furtherance of the foregoing, and notwithstanding anything to the contrary in this Agreement, the Managing Member shall, if necessary, limit distributions and allocations to any holder of such an interest so that such distributions and allocations do not exceed the available profits in respect of such holder’s related Profits Interest. If any Member’s distributions and allocations are reduced pursuant to the preceding sentence, an amount equal to such excess distributions and allocations shall be treated as instead apportioned to the other Members pro rata in accordance with their Sharing Percentages, and the Managing Member shall make adjustments to future distributions and allocations to the Members as promptly as practicable so that the Members are distributed and allocated on a cumulative basis the amount to which they would have been entitled if this Section 4.10 had not been in effect; provided, that any future distributions and allocations pursuant to this sentence shall continue to be further subject to the provisions of this Section 4.10. (b) In furtherance of the above, Profits Interests issued as part of any incentive compensation programs or otherwise offered for services rendered or to be rendered to the Company shall be “future profits interests” within the meaning of IRS Rev. Proc. 93-27 and such recipient shall not receive any credit to such recipient’s Capital Account on the date the Profits Interests are issued unless the recipient pays money or property for such Profits Interests. If IRS Rev. Proc. 93-27 is replaced by the Safe Harbor Regulations, the Company and the Members agree that the Company shall be authorized and directed to make the Safe Harbor Election and the Company and each Member (including any person to whom a Profits Interest is transferred in connection with the performance of services) agrees to comply with all requirements of the Safe Harbor with respect to all Profits Interests in the Company transferred in connection with the performance of services while the Safe Harbor Election remains effective. The Managing Member is authorized to (and shall) prepare, execute and file the Safe Harbor Election....

Profits Interest. It is the intention of the parties to this Agreement that distributions and allocations to any holder of an interest designated by the Managing Member, upon the unanimous consent of the Members, as a “profits interest” shall be limited to the extent necessary so that each such interest constitutes a Profits Interest. In furtherance of the foregoing, and notwithstanding anything to the contrary in this Agreement, the Managing Member shall, if necessary, limit distributions and allocations to any holder of such an interest so that such distributions and allocations do not exceed the available profits in respect of such holder’s related Profits Interest. If any Member’s distributions and allocations are reduced pursuant to the preceding sentence, an amount equal to such excess distributions and allocations shall be treated as instead apportioned to the other Members in accordance with the terms of Section 4.7, and the Managing Member shall make adjustments to future distributions and allocations to the Members as promptly as practicable so that the Members are distributed and allocated on a cumulative basis the amount to which they would have been entitled if this Section 4.13 had not been in effect; provided, that any future distributions and allocations pursuant to this sentence shall continue to be further subject to the provisions of this Section 4.13.

Profits Interest. The Class A Profits Interest has been duly authorized by all necessary limited liability company action by the Purchaser and, upon issuance, will be validly issued, non-assessable and free and clear of all Encumbrances (other than restrictions on transfer contained in the C-III Operating Agreement and under applicable state and federal securities laws).

Profits Interest. The Incentive Units and the Corresponding Incentive Units are intended to constitute a “profits interest” for all U.S. federal income tax purposes. A profits interest is granted in connection with the performance of services and is a right to receive distributions funded solely by the profits of the Company and Management LLC, respectively, which are generated after the grant. As such, the Board of Management LLC shall, if necessary, limit distributions and allocations of profits to the Participant so that such distributions and allocations do not exceed the available profits in respect of such Participant’s related profits interest.

Profits Interest. The Executive shall be granted on the date hereof one million eighty-three thousand three-hundred and thirty three (1,083,333) Class B common units in Holdings representing 2.499% of the outstanding common equity interests of Holdings on the date hereof (the “Employee Units”). The Employee Units shall participate in distribution of Holdings and shall be subject to vesting and the other terms contained in (i) the LLC Agreement, and (ii) that certain Restricted Unit Agreement of even date between the Executive and Holdings (“Restricted Unit Agreement”), which is incorporated herein by reference.

Profits Interest. Pursuant to an agreement (the “Profits Interest Agreement”) among affiliates of Oaktree, Oceanbulk Maritime, Oceanbulk Carriers, Oceanbulk Shipping and Messrs. ▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, Messrs. ▇▇▇▇▇▇ and Norton are eligible for a share of the profits of Oaktree, subject to Oaktree and its affiliates achieving certain internal rate of return and capital multiples on their original investment in Oceanbulk. This award will be payable only by affiliates of Oaktree and not by Oceanbulk. As of June 30, 2014, March 31, 2014 and December 31, 2013, no awards had vested, and no payments had yet been made under the Profits Interest Agreement. While Oceanbulk Carriers and Oceanbulk Maritime are and were, as of June 30, 2014 and March 31, 2014, parties to the Profits Interest Agreement, the Profits Interest Agreement is expected to be amended, as a result of the Merger, to remove Oceanbulk Carriers and Oceanbulk Maritime as parties.

Profits Interest. The Partnership and Participants intend that (1) the FLP 4 Accounts be treated as “profits interests” within the meaning of the Internal Revenue Code of 1986, as amended (“Code”), Treasury Regulations promulgated thereunder, and any published guidance by the Internal Revenue Service with respect thereto, including, without limitation, Internal Revenue Service Revenue Procedure 93-27, as clarified by Internal Revenue Service Revenue Procedure 2001-43, (2) the issuance of such interests not be a taxable event to the Partnership or Participants as provided in such Revenue Procedure, and (iii) the Partnership LPA and this Agreement be interpreted consistently with such intent.