Common use of Adjustment for Certain Distributions Clause in Contracts

Adjustment for Certain Distributions. In the event the Company at any time, or from time to time after the Series B Original Issue Date shall make a distribution payable solely in Additional Common Units, then and in each such event the Series B Conversion Price for the Series B Convertible Preferred Units then in effect shall be decreased as of the time of such issuance by multiplying the Series B Conversion Price for the Series B Convertible Preferred Units, then in effect by a fraction: (a) the numerator of which shall be the total number Common Units issued and outstanding immediately prior to the time of such issuance, and (b) the denominator of which shall be the total number of Common Units issued and outstanding immediately prior to the time of such issuance plus the number of Common Units issuable in payment of such distribution. Notwithstanding the foregoing, no such adjustment shall be made if the holders of the Series B Convertible Preferred Units simultaneously receive a Distribution of Common Units in a number equal to the number of Common Units as they would have received if all outstanding Series B Convertible Preferred Units had been converted into Common Units on the date of such event.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Wayfair Inc.), Limited Liability Company Operating Agreement (Wayfair Inc.)

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Adjustment for Certain Distributions. In the event the Company at any time, or from time to time after the Series B Original Issue Date shall make a distribution payable solely in Additional Common Units, then and in each such event the Series B A Conversion Price for the Series B A Convertible Preferred Units then in effect shall be decreased as of the time of such issuance by multiplying the Series B A Conversion Price for the Series B A Convertible Preferred Units, then in effect by a fraction: (a) the numerator of which shall be the total number Common Units issued and outstanding immediately prior to the time of such issuance, and (b) the denominator of which shall be the total number of Common Units issued and outstanding immediately prior to the time of such issuance plus the number of Common Units issuable in payment of such distribution. Notwithstanding the foregoing, no such adjustment shall be made if the holders of the Series B A Convertible Preferred Units simultaneously receive a Distribution of Common Units in a number equal to the number of Common Units as they would have received if all outstanding Series B A Convertible Preferred Units had been converted into Common Units on the date of such event.

Appears in 2 contracts

Samples: Limited Liability Company Operating Agreement (Wayfair Inc.), Limited Liability Company Operating Agreement (Wayfair Inc.)

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