Extract to table

The vesting terms are as follows: • 50% of the rollover equity shall be fully vested at closing

• 50% of the rollover equity shall vest ratably over a 36-month period following the closing date, subject to the continued employment of Dr

The purchase agreement will include an earnout acceleration clause pursuant to which 100% of any remaining unpaid earnout amounts shall become immediately payable upon a change of control of the holding company (Ardent Healthcare Holdings LLC) during the earnout period

" Notwithstanding the general capital gain characterization under Section 741, Section 751(a) requires that any portion of the gain attributable to the selling member's share of the partnership's "unrealized receivables" (as defined in Section 751(c)) or "inventory" (as defined in Section 751(d)(1), including substantially appreciated inventory) shall be treated as ordinary income rather than capital gain

Upon the transfer of a partnership interest by sale or exchange, if a Section 754 election is in effect, Section 743(b) provides that the partnership shall adjust the basis of its assets with respect to the transferee partner

The Section 743(b) basis adjustment must be allocated among Pinnacle's assets under the rules of Section 755 and Treasury Regulations Section 1