ShareBased Award

ShareBased Award. Means an Award pursuant to Section 7.6 that is valued in whole or in part by reference to, or is otherwise calculated by reference to or based on, Shares, including without limitation, Units, or membership interests in an Affiliate or operating partnership, which (i) are valued by reference to book value, fair value or performance parameters relative to the Company or any Affiliate or group of Affiliates, (ii) may be convertible, exchangeable or redeemable, and/or (iii) constitute any class of... profits interest or limited liability company membership interest created or issued pursuant to the terms of a partnership agreement, limited liability company operating agreement or otherwise by an Affiliate that has elected to be treated as a partnership for federal income tax purposes and qualifies as a "profits interest" within the meaning of Revenue Procedure 93 27 with respect to a Participant who is rendering services to the issuing Affiliate. View More