Common use of Series C Common Units Clause in Contracts

Series C Common Units. It is presently anticipated that, when and as determined by the Board pursuant to Section 2.3(a) and 2.3(b), the Series C Common Units will be issued to FPH for no consideration and will represent an interest only in profits and appreciation of the Company after the date of issuance thereof; provided that the Company may deem certain Capital Contributions to be made . To this end, in connection with any grant of a Series C Common Unit, the Board will determine the Equity Value of the Company immediately after giving effect to the grant of such Series C Common Unit and all other Units being offered for issuance contemporaneously with the issuance of such Series C Common Unit. Each Series C Common Unit shall have a Threshold Equity Value, which shall be calculated by the Board and set forth on the Schedule of Members, determined as follows: (i) Any Series C Common Unit issued before December 31, 2004 shall have a Threshold Equity Value equal to zero. (ii) Any Series C Common Unit issued after December 31, 2004 shall have a Threshold Equity Value equal to the amount that would be distributed to each Series B Common Unit if the entire Equity Value of the Company, determined as of immediately after such issuance, were distributed to holders of Common Units as of immediately after such issuance in accordance with Section 4.2(b) hereof (determined, in each case, assuming that all Units offered for issuance at such time (other than the Series C Common Units for which a Threshold Equity Value is then being determined) were issued immediately prior to such determination of the Threshold Equity Value). Such Threshold Equity Value shall be established by resolution or consent of the Board in connection with the issuance of such Series C Common Unit. (iii) Notwithstanding anything in Section 2.3(b)(i) and (ii) to the contrary, the Board shall have the ability, in its reasonable discretion, to amend the provisions of Section 2.3(c) and Section 4.2(b) to achieve the economic results intended by this Agreement, including that (A) each Series B Common Unit has identical entitlement to distributions under Section 4.2(b) and (B) the Series C Common Units are profits interests for United States federal income tax purposes.

Series C Common Units. It is presently anticipated that, when and as determined by the Board pursuant to Section 2.3(a) and 2.3(b), the Series C Common Units will be issued to FPH for no consideration and will represent an interest only in profits and appreciation of the Company after the date of issuance thereof; provided that the Company may deem certain Capital Contributions to be made made. To this end, in connection with any grant of a Series C Common Unit, the Board will determine the Equity Value of the Company immediately after giving effect to the grant of such Series C Common Unit and all other Units being offered for issuance contemporaneously with the issuance of such Series C Common Unit. Each Series C Common Unit shall have a Threshold Equity Value, which shall be calculated by the Board and set forth on the Schedule of Members, determined as follows: (i) Any Series C Common Unit issued before December 31, 2004 shall have a Threshold Equity Value equal to zero. (ii) Any Series C Common Unit issued after December 31, 2004 shall have a Threshold Equity Value equal to the amount that would be distributed to each Series B Common Unit if the entire Equity Value of the Company, determined as of immediately after such issuance, were distributed to holders of Common Units as of immediately after such issuance in accordance with Section 4.2(b) hereof (determined, in each case, assuming that all Units offered for issuance at such time (other than the Series C Common Units for which a Threshold Equity Value is then being determined) were issued immediately prior to such determination of the Threshold Equity Value). Such Threshold Equity Value shall be established by resolution or consent of the Board in connection with the issuance of such Series C Common Unit. (iii) Notwithstanding anything in Section 2.3(b)(i) and (ii) to the contrary, the Board shall have the ability, in its reasonable discretion, to amend the provisions of Section 2.3(c) and Section 4.2(b) to achieve the economic results intended by this Agreement, including that (A) each Series B Common Unit has identical entitlement to distributions under Section 4.2(b) and (B) the Series C Common Units are profits interests for United States federal income tax purposes.