Class C Profits Interests definition

Class C Profits Interests means the new Class C profits interests issued by New Appgate Holdings on or as soon as reasonably practicable after the Effective Date and to be held by the Management Vehicle on behalf of the participants in the Management Incentive Plan.
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Class C Profits Interests shall have the meaning assigned to it in the Third Amended and Restated ▇▇▇▇▇ Parent LLC Agreement.
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Class C Profits Interests has the meaning set forth in Section 3.03(e).]3 “Class C Profits Interests Grant” means a written agreement entered into on or after the Effective Date between the Company and applicable Class C Holder pursuant to the MIP that evidences the grant of any Class C Profits Interest and provides for certain terms and conditions of such Class C Profits Interests, including, without limitation, with respect to vesting. “Class C Units” means the Class C Common Units, the Class C-1 Common Units and the Class C Profits Interests. “Code” means the Internal Revenue Code of 1986, as amended from time to time. “Company” has the meaning specified in the introductory paragraph hereof. “Company Business” has the meaning set forth in Section 2.05(a). “Company Expenses” has the meaning set forth in Section 4.06(a). “Company Minimum Gain” has the same meaning as “partnership minimum gain” set forth in Regulations Sections 1.704-2(b)(2) and 1.704-2(d). “Company Register” has the meaning set forth in Section 3.01(a). “Company Representative” means the “partnership representative” within the meaning of Section 6223 of the Code. “Compensatory Interests” has the meaning set forth in Section 3.06(b)(i). “Confirmation Order” has the meaning set forth in the Recitals. “Contributed Claims” has the meaning set forth in the Recitals. “Control,” “Controlled” and “Controlling” mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting Securities, by contract or otherwise. “Control Sale” has the meaning set forth in Section 8.06(a). “Covered Business” has the meaning set forth in Section 8.10(b). 3 Note to Draft: Assumes MIP will be in the form of profits interests. Draft to be updated if the company will check the box to file as a corporation.
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Examples of Class C Profits Interests in a sentence

  • The Members acknowledge and agree that any Class C Profits Interests that were granted under the Prior Operating Agreement (or any other prior operating agreement of the Company) are and shall be treated as Class C-1 Units for all intents and purposes under this Agreement.

  • Any Class C Profits Interests that are forfeited pursuant to the terms of this Agreement shall be cancelled by the Company and shall no longer be outstanding unless and until they are reissued by the Company.

  • The ▇▇▇▇▇ Common Equity Units and the Class C Profits Interests, as may be adjusted, when issued and delivered in accordance with the terms in this Agreement, will, as applicable, be validly issued, fully paid and non-assessable.

  • By executing this Agreement, Peach Group further represents that it does not have any Contract with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the JGW Common Interests and JGW Class C Profits Interests issuable at Closing.

  • The JGW Common Interests and JGW Class C Profits Interests issuable at Closing will be acquired for investment for Peach Group’s own account, not as a nominee or agent, and not with a view to or in connection with the sale or distribution of any part thereof, and Peach Group has no present intention of selling, granting or otherwise distributing the same in violation of federal or state securities laws.

  • Peach Group acknowledges that, except as set forth in the Fifth Amended and Restated JGW Limited Liability Company Agreement, JGW has no obligation to register or qualify such JGW Common Interests or JGW Class C Profits Interests for resale.

  • The Class C Profits Interests shall not entitle the holders thereof to vote on any matter upon which Members are permitted or have the right to vote under this Agreement or the Act, including with respect to any merger, consolidation or similar transaction involving the Company, any dissolution or winding up of the affairs of the Company and any amendment to this Agreement or the Certificate of Formation.

  • Peach Group has not been formed for the specific purpose of acquiring the JGW Common Interests or JGW Class C Profits Interests issuable at Closing.

  • The Class C Profits Interests shall have such rights to allocations and distributions as may be authorized and set forth under this Agreement.

  • Peach Group further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the JGW Common Interests and JGW Class C Profits Interests, and on requirements relating to JGW which are outside of Peach Group’s control, and which JGW is under no obligation and may not be able to satisfy.


More Definitions of Class C Profits Interests

Class C Profits Interests shall have the meaning set forth in Section 5.1(a)(ii) hereof.
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Class C Profits Interests means the new Class C profits interests issued by New Appgate Holdings on or as soon as reasonably practicable after the Effective Date and to be held by the Management Vehicle on behalf of the participants in the Management Incentive Plan. 42. “Class C Profits Interests Holders” means the Holders of the Class C Profits Interests. 43. “Class C Units” means, together, the Class C Profits Interests, Class C Common Units, and Class C-1 Common Units. 44. “Class C-1 Common Units” means the new Class C-1 Common Units issued by New Appgate Holdings on the Effective Date, to the extent that an election is made by or on behalf of a DIP Lender or a 1L Convertible Noteholder, and to be held by such electing DIP Lenders and the 1L Convertible Noteholders. 45. “CM/ECF” means the Bankruptcy Court’s case management and electronic case filing system. 46. “Combined Hearing” means the hearing held by the Bankruptcy Court on Confirmation, as such hearing may be continued from time to time. 47. “Company Claims/Equity Interests” means any Claim against, or Equity Interest in, a Company Party, including, without limitation, the 1L Convertible Notes Claims, the 2L Convertible Notes Claims, and the 3L RCF Claims. 48. “Company Parties” means Appgate and each of its direct and indirect subsidiaries that are or become parties to the RSA, solely in their capacity as such. 49. “Compensation and Benefits Programs” means all employment and severance agreements and policies, and all employment, wages, compensation, and benefit plans and policies, workers’ compensation programs, savings plans, retirement plans, deferred compensation plans, supplemental executive retirement plans, healthcare plans, disability plans, severance benefit plans, incentive and retention plans, programs, and payments, life and accidental death and dismemberment insurance plans and programs, for all employees of the Debtors, and all amendments and modifications thereto, applicable to the Debtors’ employees, former employees, retirees, and non-employee directors and managers, in each case existing with the Debtors as of immediately prior to the Effective Date. 50. “Confirmation” means the Bankruptcy Court’s entry of the Confirmation Order on the docket of the Chapter 11 Cases.
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Related to Class C Profits Interests

  • Net Profits Interest means a non-operating interest that creates a share in gross production from another (operating or non-operating) interest in oil and natural gas properties. The share is determined by net profits from the sale of production and customarily provides for the deduction of capital and operating costs from the proceeds of the sale of production. The owner of a net profits interest is customarily liable for the payment of capital and operating costs only to the extent that revenue is sufficient to pay such costs but not otherwise.

  • Profits Interest means an interest in the Company that is intended to be classified as a profits interest within the meaning of Internal Revenue Service Revenue Procedure 93-27 and 2001-43 (or the corresponding requirements of any subsequent guidance promulgated by the Internal Revenue Service or other Law) for U.S. federal income tax purposes, including the Class C Common Incentive Units.

  • Class B Interests As set forth in the Trust Agreement.

  • Class A LP Units means the Class A limited partnership units of the Partnership.

  • Class B LP Units means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means any one of them.