Common use of Adjustment for Non-Compensatory Options Clause in Contracts

Adjustment for Non-Compensatory Options. If the Company issues Units or other securities that are treated as “non-compensatory options”, as defined in Treasury Regulations Section 1.721-2, the Manager shall make such adjustments to the Asset Value of the Company’s Assets, allocation of Net Profits and Net Losses, Capital Accounts and allocations of items for income tax purposes as it reasonably determines may be necessary to comply with the provisions of Treasury Regulations Section 1.721-2 and Treasury Regulations Section 1.704-1(b)(2)(iv)(s) or any successor provisions relating thereto and to properly reflect the economic sharing arrangement associated with the non-compensatory options.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (HNR Acquisition Corp.), Limited Liability Company Agreement (HNR Acquisition Corp.), Business Combination Agreement (ESGEN Acquisition Corp)

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Adjustment for Non-Compensatory Options. If the Company issues Units or other securities that are treated as non-compensatory options, as defined in Treasury Regulations Regulation Section 1.721-2, the Manager Board of Managers shall make such adjustments to the Asset Book Value of the Company’s Assetsassets, allocation of Net Profits and Net Losses, Capital Accounts and allocations of items for income tax purposes as it reasonably determines may determine may be necessary to comply with the provisions of Treasury Regulations Section 1.721-2 and Treasury Regulations Section 1.704-1(b)(2)(iv)(s) or any successor provisions relating thereto and to properly reflect the economic sharing arrangement associated with the non-compensatory options.

Appears in 6 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

Adjustment for Non-Compensatory Options. If the Company issues Units or other securities that are treated as non-compensatory options, as defined in Treasury Regulations Regulation Section 1.721-2, the Manager shall make such adjustments to the Asset Book Value of the Company’s Assetsassets, allocation of Net Profits and Net Losses, Capital Accounts and allocations of items for income tax purposes as it reasonably determines may determine may be necessary to comply with the provisions of Treasury Regulations Section 1.721-2 and Treasury Regulations Section 1.704-1(b)(2)(iv)(s) or any successor provisions relating thereto and to properly reflect the economic sharing arrangement associated with the non-compensatory options.

Appears in 4 contracts

Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)

Adjustment for Non-Compensatory Options. If the Company issues Units or other securities that are treated as “non-compensatory options”, as defined in Treasury Regulations Section 1.721-2, the Manager shall make such adjustments to the Asset Value of the Company’s Assets, allocation of Net Profits and Net Losses, Capital Accounts and allocations of items for income tax purposes as it reasonably determines may be necessary to comply with the provisions of Treasury Regulations Section 1.721-2 and Treasury Regulations Section 1.704-1(b)(2)(iv)(s1(b)(2) (iv)(s) or any successor provisions relating thereto and to properly reflect the economic sharing arrangement associated with the non-compensatory options.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (AleAnna, Inc.), Agreement and Plan of Merger (Swiftmerge Acquisition Corp.), Limited Liability Company Agreement (Swiftmerge Acquisition Corp.)

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Adjustment for Non-Compensatory Options. If the Company issues Units or other securities that are treated as “non-compensatory options”, as defined in Treasury Regulations Section 1.721-2, the Manager shall make such adjustments to the Asset Value of the Company’s Assets, allocation of Net Profits and Net Losses, Capital Accounts and allocations of items for income tax purposes as it reasonably determines may be necessary to comply with the provisions of Treasury Regulations Section 1.721-2 and Treasury Regulations Section 1.704-1.704- 1(b)(2)(iv)(s) or any successor provisions relating thereto and to properly reflect the economic sharing arrangement associated with the non-compensatory options.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Zeo Energy Corp.)

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