ADJUSTMENTS TO REFLECT RETIREMENT Sample Clauses

ADJUSTMENTS TO REFLECT RETIREMENT. (a) The portion of the Percentage Interest of a Member which is not retained under subsection 10.3 shall be allocated to the Manager Member, unless the Manager Member, in its sole discretion, decides to allocate such portion of Percentage Interest to one or more Members in some other manner.
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ADJUSTMENTS TO REFLECT RETIREMENT. (a) The portion of the Percentage Interest of a Limited Partner which is not retained under subsection 15.1 shall - 19 - 25 be allocated to the General Partner, unless the General Partner in its sole discretion decides to allocate such portion of Percentage Interest to one or more Partners in some other manner.
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ADJUSTMENTS TO REFLECT RETIREMENT. (a) The portion of the Percentage Interest of a Retired Member which is not retained under 11.8 or 6.3.4(b)(ii) shall be reallocated to the remaining Class A Members and Class B Members (other than the Management Company) in proportion to their respective pre-existing Percentage Interests (including for these purposes, with respect to each Class A Member and Class B Member (other than the Management Company), the Percentage Interests held by the Affiliated Members of each such Class A Member and Class B Member (other than the Management Company)) or in such other manner as the Manager shall determine. Notwithstanding the foregoing, if any Member is an Affiliated Member of another Member who is a natural person and such Affiliated Member has been deemed retired pursuant to 11.6.1 (other than 11.6.1(l) or 11.6.1(m)), all of such Affiliated Member’s Percentage Interest not retained by it shall be reallocated solely to such other Member who is a natural person so long as such other Member is not, at such time, also a Retired Member.
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Related to ADJUSTMENTS TO REFLECT RETIREMENT

  • Adjustment Due to Merger, Consolidation, Etc If, at any time when this Note is issued and outstanding and prior to conversion of all of the Notes, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

  • Adjustment Due to Distribution If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

  • Adjustments to Purchase Price The Purchase Price shall be adjusted as follows:

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