Change in Percentage Interest. (a) Pursuant to Section 4.2 of the Partnership Agreement, the Trust's interest in the Partnership shall be adjusted by the number of Units associated with the redemption of a total of 137 Shares and shall be reflected on Exhibit A;
(b) The change in limited partnership interests in the Partnership shall become effective as of the date of this Agreement.
Change in Percentage Interest. (a) Pursuant to Section 4.2 of the Partnership Agreement, the Trust's interest in the Partnership shall decrease by the number of Units associated with the redemption of Shares as reflected on Exhibit A; THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973, AND EXEMPTIONS FROM THE SECURITIES ACT OF 1933, AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACTS OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACTS.
(b) The Withdrawing Limited Partner does hereby sell, grant, convey, transfer, assign, set over and deliver unto the Substituted Limited Partners all of its Interest in the Partnership. To have and to hold the Interest, together with all and singular rights, privileges and appurtenances thereto, and anywise belonging or in any way appertaining to the Withdrawing Limited Partner unto the Substituted Limited Partners, their successors and assigns, forever.
(c) The Withdrawing Limited Partner hereby represents and warrants that it is the sole owner of legal and beneficial title to all of the Interest and that it has made no previous assignment of the Interest.
(d) Pursuant to Section 11.4 of the Partnership Agreement, the General Partner hereby consents to the transfer of the Interest from the Withdrawing Limited Partner to the Substituted Limited Partners pursuant to Section 11.3 A of the Partnership Agreement.
(e) The change in limited partnership interests in the Partnership shall become effective as of the date of this Agreement.
Change in Percentage Interest. If either Member makes a Priority Capital Contribution pursuant to Section 4.6, that amount together with each timely Capital Contribution made by the Non Failing Member pursuant to Section 4.5(a)(1) or Section 4.5(b), shall be credited to the Capital Account of the Non Failing Member for all purposes of this Agreement, in which case the Non Failing Member’s Percentage Interest in the Company shall be increased by the percentage by which (A) the quotient (rounded to the nearest one hundredth, but not greater than ninety nine per cent (99%)) obtained by dividing (I) a sum equal to (x) the Non Failing Member’s total Unreturned Capital Contributions immediately before the making of additional Capital Contributions pursuant to the Notice of Intention, plus (y) the sum of (1) the additional Capital Contribution made by the Non Failing Member pursuant to Section 4.5(a)(1) or Section 4.5(b), and (2) the product of the Priority Capital Contribution made by the Non Failing Member multiplied by one and one half (1.5), by (II) the sum of both Members’ Unreturned Capital Contributions immediately after such contributions, exceeds (B) if SHP is the Non Failing Member, 80%, and if ARC is the Non Failing Member, 20%. In turn, the Failing Member’s Percentage Interest in the Company shall simultaneously be reduced to a percentage equal to one hundred percent (100%), less the Non Failing Member’s new Percentage Interest in the Company, as calculated pursuant to the preceding clause of this Section 4.7 (as illustrated by the example set forth on and attached as Schedule 4.7).
Change in Percentage Interest. If either Member makes a Priority Capital Contribution pursuant to Section 4.6, each timely Capital contribution made by the Non-Failing Member pursuant to Section 4.5 plus an amount equal to 3 times the Priority Capital Contribution, shall be added to and become part of the Unreturned Capital Contributions of the Non-Failing Member (for all purposes of this Agreement), the Non-Failing Member's Percentage Interest in the Company shall be increased to the percentage determined by dividing the Non-Failing Member's Unreturned Capital Contribution (after making the credit described above) by the then total Unreturned Capital Contribution in the Company (after credit for the Priority Capital Contribution only, but disregarding the 3 times multiplier) and the Failing Member's Percentage Interest in the Company shall simultaneously be reduced to a percentage equal to one hundred percent (100%), less the Non-Failing Member's new Percentage Interest in the Company, as calculated pursuant to the preceding clause of this Section 4.7.
Change in Percentage Interest. If there is a change in the Percentage Interest of any Member during any Fiscal Year, allocations of income, gain, loss, deduction or credit among the Members shall be made pro rata in accordance with the Percentage Interest held by each Member from time to time during such year in accordance with Section 706 of the Code using the closing-of-the-books method, except that depreciation, amortization and similar items shall be deemed to accrue ratably on a daily basis over the entire Fiscal Year if the corresponding asset is owned by the Company for the entire Fiscal Year, and over the portion of a year after such asset is acquired by the Company if such asset is acquired during the Fiscal Year.
