Variable Distributions Sample Clauses

Variable Distributions. Subject to the other terms of this Agreement and the Limited Partnership Agreement, the Limited Partner may receive (i) with respect to each Fiscal Year commencing with 2016, conditional performance-based discretionary awards from the Operating Partnerships as described below (a “Performance Distribution” and, together with any PSI Distribution in respect of the same Fiscal Year, a “Variable Distribution”); and (ii) with respect to each Fiscal Year commencing with 2017, a PSI Distribution as described below. Any Variable Distribution for Fiscal Year 2016 shall be comprised only of a Performance Distribution and the Limited Partner shall not be eligible to receive a PSI Distribution in respect of Fiscal Year 2016. The PMC Chairman shall make all decisions relating to: (A) any PSI Distribution as provided in the Limited Partnership Agreement, and (B) any Performance Distribution, including, without limitation, whether any Performance Distribution will be granted to the Limited Partner, and the amount of any such Performance Distribution based on any considerations he determines to be appropriate, including but not limited to the aggregate amount of distributions made to the Limited Partner by the Operating Partnerships with respect to any Fiscal Year. All determinations by the PMC Chairman shall be final. Any such determinations to award a Performance Distribution in respect of a Fiscal Year shall not create or imply any obligation to award a Performance Distribution in respect of any other Fiscal Year.
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Variable Distributions. Section 2(a) of each of the Partner Agreements is hereby amended by: (i) Adding the phrase “during the Term and thereafter” immediately following the clause “with respect to each Fiscal Year commencing with 2017” where such latter phrase appears in the first sentence of such Section; (ii) Adding the following proviso to the end of the first sentence of such Section: “; provided, that, effective commencing with the 2018 Fiscal Year and each Fiscal Year thereafter during the Term and thereafter, the Limited Partner’s target Variable Distribution shall be in the amount of $2,300,000, subject to the terms and conditions herein”; and (iii) Substituting the following for the clause “the amount of any such Performance Distribution based on any considerations he determines to be appropriate, including but not limited to the Limited Partner’s performance and the overall performance and growth of Och-Ziff and the aggregate amount of distributions and Quarterly Payments made to the Limited Partner by the Operating Partnerships with respect to any Fiscal Year” where such latter clause appears in such Section: “the amount, and the form of payment of the deferred portion, of any such Performance Distribution with respect to any Fiscal Year, which shall be determined in the sole discretion of the Compensation Committee based on its evaluation of the overall performance and growth of Och-Ziff and the Limited Partner’s performance and after taking into account market data provided in consultation with a third party compensation consultant” (iv) Adding the following sentence to the end of such Section: “Notwithstanding anything in this Agreement to the contrary, effective commencing with the 2018 Fiscal Year and each Fiscal Year thereafter during the Term, the Total Annual Amount that may be earned by the Limited Partner for each such Fiscal Year shall be reduced by ten percent (10%) from the Total Annual Amount that would otherwise be payable in respect of such Fiscal Year after taking into account the Compensation Committee’s determination of the Performance Distribution for such Fiscal Year pursuant to Section 2(a); provided, that the total amount of such reduction shall apply solely to reduce the amount of the Variable Distribution for such Fiscal Year (and shall not reduce any Quarterly Payments made in respect of such Fiscal Year); provided, further, that if the total amount of such reduction exceeds the amount of the Variable Distribution for any such Fiscal Year, su...
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Variable Distributions. (i) With respect to each Company Program and calendar year, Buyer shall pay to each Holder an amount equal to the product of (x) the applicable Variable Distribution, and (y) the total number of CVRs held by such Holder. Variable Distributions payable under this Section 2.4(c) shall be paid by Buyer on a Company Program Product-by-Company Program Product basis from the date of the First Commercial Sale of any Company Program Product in a particular country, until the latest to occur of (i) the expiration of the last to expire of any Valid Claim of a Company Patent Covering such Company Program Product in such country, (ii) expiration of Marketing Exclusivity with respect to such Company Program Product in such country, or (iii) the tenth (10th) anniversary of the Closing Date (each such term with respect to a Company Program Product, a “Variable Distribution Term”). (ii) Variable Distributions shall be made by wire transfer of immediately available funds to the account of record for each Holder in the CVR Register within [***] after Buyer delivers to the Holders’ Representative a Statement indicating that such Variable Distributions are due and payable to the Holders, and in any event within [***] after the end of the calendar quarter with respect to which such Variable Distributions were earned.
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Related to Variable Distributions

  • Qualified Distributions Qualified distributions from your ▇▇▇▇ ▇▇▇ (both the contributions and earnings) are not included in your income. A qualified distribution is a distribution which is made after the expiration of the five-year period beginning January 1 of the first year for which you made a contribution to any ▇▇▇▇ ▇▇▇ (including a conversion from a Traditional IRA), and is made on account of one of the following events. • Attainment of age 59½ • Disability • First-time homebuyer purchase • Death For example, if you made a contribution to your ▇▇▇▇ ▇▇▇ for 2007, the five-year period for determining whether a distribution is a qualified distribution is satisfied as of January 1, 2012.

  • Qualified Charitable Distributions If you are age 70½ or older, you may take tax-free ▇▇▇▇ ▇▇▇ distributions of up to $100,000 per year and have these distributions paid directly to certain charitable organizations. Special tax rules may apply. For further detailed information and effective dates you may obtain IRS Publication 590-B, Distributions from Individual Retirement Arrangements (IRAs), from the IRS or refer to the IRS website at ▇▇▇.▇▇▇.▇▇▇.

  • Interim Distributions At such times as may be determined by it in its sole discretion, the Trustee shall distribute, or cause to be distributed, to the Beneficiaries, in proportion to the number of Trust Units held by each Beneficiary relating to the Trust, such cash or other property comprising a portion of the Trust Assets as the Trustee may in its sole discretion determine may be distributed without detriment to the conservation and protection of the Trust Assets in the Trust.

  • Share Distributions Upon the timely receipt by the Depositary of a notice from the Company that it intends to make a distribution that consists of a dividend in, or free distribution of Shares, the Depositary shall establish the ADS Record Date upon the terms described in Section 4.9 of the Deposit Agreement. Upon receipt of confirmation from the Custodian of the receipt of the Shares so distributed by the Company, the Depositary shall either (i) subject to Section 5.9 of the Deposit Agreement, distribute to the Holders as of the ADS Record Date in proportion to the number of ADSs held as of the ADS Record Date, additional ADSs, which represent in the aggregate the number of Shares received as such dividend, or free distribution, subject to the other terms of the Deposit Agreement (including, without limitation, (a) the applicable fees and charges of, and expenses incurred by, the Depositary and (b) taxes), or (ii) if additional ADSs are not so distributed, take all actions necessary so that each ADS issued and outstanding after the ADS Record Date shall, to the extent permissible by law, thenceforth also represent rights and interests in the additional integral number of Shares distributed upon the Deposited Securities represented thereby (net of (a) the applicable fees and charges of, and expenses incurred by, the Depositary, and (b) taxes). In lieu of delivering fractional ADSs, the Depositary shall sell the number of Shares or ADSs, as the case may be, represented by the aggregate of such fractions and distribute the net proceeds upon the terms described in Section 4.1 of the Deposit Agreement.

  • REMIC Distributions On each Distribution Date the Trustee shall be deemed to have allocated distributions to the REMIC I Regular Interests, REMIC II Regular Interests, Class CE Interest, Class P Interest and Class IO Interest in accordance with Section 5.07 hereof.