GP Strategic Capital Management Fee Revenue

Example Definitions of "GP Strategic Capital Management Fee Revenue"
GP Strategic Capital Management Fee Revenue. Means, for any calendar year, the excess of (i) the management fee revenue (as determined in accordance with GAAP, as adjusted for the GAAP Adjustments) of the GP Strategic Capital Business for such calendar year, minus (ii) the third party distribution costs actually paid by any Company Entity or by or on behalf of the GP Strategic Capital Business in such calendar year (solely to the extent that the management fee revenue for such GP Strategic Capital Product pursuant to clause (i) of this... definition has not already been reduced for third party distribution costs netted against such management fee revenue with respect to such GP Strategic Capital Product for such calendar year), in each case, subject to Section 3(b)(v), as reasonably determined by the Company's chief financial officer in good faith in a manner consistent with the Company's financial reporting. Notwithstanding the foregoing, to the extent any increase in GP Strategic Capital Management Fee Revenue results from the acquisition of a business with more than $1 billion in amounts that would constitute "GP Strategic Capital Management Fee Revenue" if earned by the Company during the trailing twelve (12)-month period, then for purposes of the calculations in Section 3(b) and Section 6(b), the inclusion of such increase in GP Strategic Capital Management Fee Revenue resulting from such acquisition will be determined subject to any consent required pursuant to Section 2.3(c) of the Investor Rights Agreement; provided, however, that the "GP Strategic Capital Management Fee Revenue" shall exclude amounts payable with respect to the DFF Revenue Share (in respect of which the arrangements in effect on the date hereof will not be amended and remain in full force and effect) and any other incentive-based fees and/or allocations related to the GP Strategic Capital Business that are unrelated to the Company Entities and that may be recorded as management fees of the Company Entities for the Company's reporting purposes. View More
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