DETERMINATION OF OWNERSHIP INTERESTS Sample Clauses

DETERMINATION OF OWNERSHIP INTERESTS. As of the Effective Date, each Partner's Ownership Interest in the Reconstituted Partnership shall be the interest set forth in Section 1.2(a) of the Fifth Restated Partnership Agreement.
Sample 1
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DETERMINATION OF OWNERSHIP INTERESTS. Ownership Interests are to be expressed as a percentage and Capital Accounts expressed as a dollar amount. The initial Ownership Interests of each Participating Group in the Joint Venture and their corresponding Aggregate Capital Accounts in the Joint Venture as of the date of this Agreement are as follows: Participating Group Aggregate Capital Account Ownership Interest GF Companies $185,000,0001 50% AG Companies $185,000,0001 50% Total $370,000,000 100% 1 After giving effect to the deemed adjustments to the Aggregate Capital Account balances pursuant to section 3.9(1), but subject to further adjustment under section 3.9(2) in the event that the GF Orogen Deferred Subscription is not completed in accordance with the Combination Agreement In the event of a change in the Ownership Interest of a Participating Group in the Joint Venture resulting from an event set forth in Section 3.11, the Aggregate Capital Accounts of each Participating Group will be adjusted on the basis of the following formula: Adjusted ACA = Adjusted Ownership Interest % x Total JV Capital Where: Adjusted ACA = a Participating Group’s Aggregate Capital Account balance following the change in Ownership Interest; Adjusted Ownership Interest % = a Participating Group’s adjusted Ownership Interest following the occurrence of an event set forth in Section 3.11; and Total JV Capital = the aggregate balance of all Aggregate Capital Accounts of all Participating Groups with respect to the Joint Venture at such time (“Total JV Capital”) In the event of Dilution of a Participating Group’s Ownership Interest in the Joint Venture pursuant to any of sections 9.11 (subject to recalculation pursuant to section 9.13(2)), 11.8 and 11.9, the Total JV Capital will include the (i) the aggregate balance of all Aggregate Capital Accounts with respect to the Joint Venture prior to such Dilution, plus (ii) either (A) the amount of the Reducing Group Shortfall funded by the Non-Reducing Group on behalf of the Reducing Group, or (B) the amount of the Cover Payment made by the Non-Defaulting Group on behalf of the Defaulting Group, plus (iii) in either case, the Non-Reducing Group’s or Non-Defaulting Group’s own proportionate contribution. Ownership Interests shall be rounded to two decimal places (e.g. 1.519% shall be rounded to 1.52%) . Decimals of .005 or more shall be rounded up to .01; decimals of less than .005 shall be rounded down. The combined Ownership Interest of the Participating Groups in the Joint V...
Sample 1

Related to DETERMINATION OF OWNERSHIP INTERESTS

  • Protection of Ownership Interests of Buyer (a) Each Originator agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary, or that Buyer (or its assigns) may reasonably request, to perfect, protect or more fully evidence the interest of Buyer hereunder and the Receivable Interests, or to enable Buyer (or its assigns) to exercise and enforce their rights and remedies hereunder. At any time, Buyer (or its assigns) may, at such Originator's sole cost and expense, direct such Originator to notify the Obligors of Receivables of the ownership interests of Buyer under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to Buyer or its designee.

  • Protection of Ownership Interests of the Purchasers (a) Seller agrees that from time to time, at its expense, it will promptly execute and deliver all instruments and documents, and take all actions, that may be necessary or desirable, or that the Agent may reasonably request, to perfect, protect or more fully evidence the Purchaser Interests, or to enable the Agent or the Purchasers to exercise and enforce their rights and remedies hereunder. After the occurrence of an Amortization Event, the Agent may, or the Agent may direct Seller or the Servicer to, notify the Obligors of Receivables, at Seller's expense, of the ownership or security interests of the Purchasers under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Agent or its designee. Seller or the Servicer (as applicable) shall, at any Purchaser's request, withhold the identity of such Purchaser in any such notification.

  • No Ownership Interest Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership or incidence of ownership of or with respect to any Shares. All rights, ownership and economic benefits of and relating to the Shares shall remain vested in and belong to Stockholder, and Parent and Merger Sub shall have no authority to manage, direct, superintend, restrict, regulate, govern, or administer any of the policies or operations of the Company or exercise any power or authority to direct Stockholder in the voting of any of the Shares, except as otherwise provided herein.

  • Ownership Interests Borrower owns no interest in any Person other than the Persons listed in SCHEDULE 6.4, equity investments in Persons not constituting Subsidiaries permitted under SECTION 8.7 and additional Subsidiaries created or acquired after the Closing Date in compliance with SECTION 7.19.

  • Liability of Owner or Beneficial Owner for Taxes If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any Receipt or any Deposited Securities represented by any Receipt, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such Receipt to the Depositary. The Depositary may refuse to effect any transfer of such Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such Receipt shall remain liable for any deficiency.

  • Transfer of Ownership Trust..........................................................

  • OWNERSHIP INTERESTS OF INTERESTED PERSONS COMPETITORS. . . . . . . . . . 9 2.28 PAYORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

  • Membership Interests; Additional Members Holdings is the sole initial Member of the Company as reflected in Exhibit A attached hereto. Additional Persons may be admitted to the Company as Members, and Membership Interests may be issued, on such terms and conditions as the existing Members, voting as a single class, may determine at the time of admission. The terms of admission or issuance must specify the Sharing Ratios applicable thereto and may provide for the creation of different classes or groups of Members or Membership Interests having different (including senior) rights, powers and duties. The Members may reflect the creation of any new class or group in an amendment to this Agreement, indicating the different rights, powers and duties, and such an amendment shall be approved and executed by the Members in accordance with the terms of this Agreement. Any such admission shall be effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member, the new Member’s ratification of this Agreement and agreement to be bound by it.

  • Incidents of Ownership The holders ----------------------- of Partnership Units as of the Record Date shall be the Initial Beneficiaries of the Trust as holders of Trust Units in the Partnership's Trust, and the Trustee shall retain only such incidents of legal ownership as are necessary to undertake the actions and transactions authorized herein.

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