Adjustments to Interests Clause Samples
The "Adjustments to Interests" clause defines how and when the ownership percentages or financial interests of parties in an agreement may be modified. Typically, this clause outlines scenarios such as additional capital contributions, dilution events, or transfers of interests that would trigger a recalculation of each party's share. For example, if a new investor joins or an existing member increases their investment, the clause specifies how all parties' interests are adjusted accordingly. Its core function is to ensure fairness and transparency in the allocation of interests, preventing disputes by providing a clear mechanism for handling changes in ownership or participation.
Adjustments to Interests. The Interests of the Members shall be adjusted (i) upon the resignation or deemed resignation of a Member under Sections 3.3, 3.6(d) or 9.1 or upon the redemption of a Member’s Interest, to reflect the cancellation of the Member’s Interest, (ii) upon an election by a Non-Contributing Member to contribute less to an adopted Program and Budget than the percentage reflected by the Non-Contributing Member’s Interest, or an election by a Contributing Member to make an Excess Contribution of an Underfunded Amount, in each case as provided in Section 6.6, (iii) upon the recalculation or restoration of Interests after the completion of a Program and Budget under Section 6.7, (iv) upon the default by a Member in making its required Capital Contributions to an adopted Program and Budget, followed by a proper election by the Non-Defaulting Member under Section 3.6(c), (v) upon the Transfer by a Member of all or less than all of its Interest under Article X, and (vi) upon the issuance of additional Interests in the Company under Section 2.6. Limited Liability Company Agreement of Lookout Mountain LLC: Page 3
Adjustments to Interests. The Interests of the Members will be adjusted (i) upon the resignation of a Member or upon the redemption of a Member’s Interest, to reflect the cancellation of the Member’s Interest, (ii) upon Transfer by a Member of all or less than all of its Interest under Article X, and (iii) upon the issuance of additional Interests in the Company under Section 2.6.
Adjustments to Interests. The Percentage Interests of the Shareholders shall be adjusted:
(i) upon the resignation or deemed resignation of a Shareholder under Sections 3.3, 3.4, 3.5 or 9.1 or upon the redemption of a Shareholder’s Company Shares, to reflect the cancellation of the Shareholder’s Company Shares;
(ii) upon an election by a Non-Contributing Shareholder to fund an adopted Program and Budget in a percentage that is less than its Funding Percentage at that time (as defined herein), as provided in Section 6.6;
(iii) upon the default by a Shareholder in making its required funding to an adopted Program and Budget, followed by a proper election by the Non-Defaulting Shareholder under Section 3.5;
(iv) upon the Transfer by a Shareholder of all or less than all of its Company Shares under Article X;
(v) upon the issuance of additional Company Shares under Section 2.6;
(vi) upon the Transfer of Company Shares from Panoro to HCAC pursuant to the SPA; and
(vii) upon any failure by HCAC to make the CAD$3,000,000 second payment (less USD$183,750) pursuant to Section 2.1(a)(ii) of the SPA by the date provided for therein, whereupon HCAC shall immediately transfer to Panoro such number of Company Shares comprising seventeen and three tenths (17.3%) of the issued and outstanding Company Shares.
Adjustments to Interests. The Interests of the Members shall be adjusted (i) upon the resignation or deemed resignation of a Member under clause (i) of Section 3.2(c) or Section 9.1 or upon the redemption of a Member's Interest, to reflect the cancellation of the Member's Interest, (ii) upon completion of Phase I Earn-in under clause (i) of Section 3.2(c), (iii) upon completion or failure to complete Phase II Earn-in under clause (ii) of Section 3.2(c), (iv) upon completion or failure to complete Phase III Earn-in under clause (iii) of Section 3.2(c), (v) upon an election by a Non-Contributing Member to contribute less to an adopted Program and Budget than the percentage reflected by the Non-Contributing Member's Interest, or an election by a Contributing Member to make an Excess Contribution of an Underfunded Amount, in each case as provided in Section 6.5, (vi) upon the recalculation or restoration of Interests after the completion of a Program and Budget under Section 6.6, (vii) upon the default by a Member in making its required Capital Contributions to an adopted Program and Budget, followed by a proper election by the Non-Defaulting Member under Section 3.4(b), (viii) upon the Transfer by a Member of all or less than all of its Interest under Article VIII, and (ix) upon the issuance of additional Interests in the Company under Section 2.6. (c)
Adjustments to Interests. In addition to the provisions of Section 3.1(a), the Interests of the Members will be adjusted (i) upon the resignation or deemed resignation of a Member under Sections 3.3, 3.5(d) or 9.1 or upon the redemption of a Member’s Interest, to reflect the cancellation of the Member’s Interest, (ii) upon an election by a Non-Contributing Member to contribute less to an adopted Program and Budget than the percentage reflected by the Non-Contributing Member’s Interest, or an election by a Contributing Member to make an Excess Contribution of an Underfunded Amount, in each case as provided in Section 6.6, (iii) upon the recalculation or restoration of Interests after the completion of a Program and Budget under Section 6.7, (iv) upon the default by a Member in making its required Capital Contributions to an adopted Program and Budget, followed by a proper election by the Non-Defaulting Member under Section 3.5(c), (v) upon the Transfer by a Member of all or less than all of its Interest under Article X, and (vi) upon the issuance of additional Interests in the Company under Section 2.6.
Adjustments to Interests. The Interests of the Parties are subject to adjustment from time to time pursuant to Articles "15", "17", "18" and "24" hereinbelow. Any adjustment to a Party's Interest need not be evidenced during the term of this Agreement by the execution and delivery of any instrument, but each Party's Interests shall be determined from time to time by using the books of the Joint Operation kept by the Operator, but which shall be subject to review by the Management Committee and independent auditors from time to time.
Adjustments to Interests. The Interests of the Members shall be adjusted (i) upon the resignation of a Member under Section 9.1 or upon the redemption of a Member’s Interest, to reflect the cancellation of the Member’s Interest, (ii) if BSC satisfies any of the conditions for the Earn-In Right pursuant to the Purchase Agreement, (iii) unanimous approval of the Management Committee, (iv) upon the Transfer by a Member of all or less than all of its Interest under Article X, (v) upon raising additional capital approved by the Management Committee in accordance with the terms of this Agreement involving issuance of Interests, and (vi) upon the issuance of additional Interests in the Company under Section 2.6. Notwithstanding the foregoing, ISLV’s Interest shall not be subject to Dilution until after delivery of the full Amended Purchase Price.