Dilution Mechanism Sample Clauses

Dilution Mechanism. If a Defaulting Shareholder fails to provide the required funding in the amount and manner and within the specified period set forth in a Contribution Notice or as required pursuant to Section 7.5(a) and the Non-Defaulting Shareholder either: (i) elects to fund the Defaulted Amount (rather than advance a Shareholder Loan) in accordance with Section 8.2(a)(i); or (ii) elects not to fund the Defaulted Amount; then the Proportionate Interest of each Shareholder will be recalculated immediately after the Dilution Day in accordance with Schedule C. The Directors shall cause or permit the Company to issue Shares of the Company for nominal consideration to the Non-Defaulting Shareholder in order to reflect a dilution of the Proportionate Interest of the Defaulting Shareholder in accordance with Schedule C.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
Dilution Mechanism. If a Funding Default occurs, if and to the extent required by the definitions of Barrick Notional Capital Account and Newmont Notional Capital Account, the Proportionate Interest of each Member will be recalculated to reflect the Funding Default and, if applicable, any election by the Non-Defaulting Member to cover the Funding Default by making an additional Member Contribution in accordance with Section 9.5(b) and the Schedule of Members shall be updated. An illustration of such recalculation is set out in Part III of Schedule G. For certainty, if a Funding Default occurs and the Non-Defaulting Member has elected to fund the Defaulted Amount as a Default Loan in accordance with Section 9.5(c), the Defaulting Member’s Proportionate Interest will not be diluted as a result of such Funding Default.
Sample 1Sample 2Sample 3
Dilution Mechanism. Notwithstanding Section 4.3(c) above, following a failure to make an Additional Capital Contribution by a Non-Funding Member, the Managing Member shall cause the units of Membership Interests of each Member to be adjusted accordingly by issuing additional units of Membership Interests to the Members who have funded their portion of such Additional Capital Contribution in an amount equal to the amount of the Additional Capital Contribution divided by the Fair Market Value of the units of Membership Interests as of the date such Additional Capital Contribution was made, and recording such issuance in the Register. For purposes of this Agreement, "Fair Market Value" means the value (a) unanimously agreed by the Members or (b) failing agreement within 15 Business Days, determined by a nationally-recognized independent financial advisor having specific expertise in the valuation of assets similar to the Membership Interests (the "Independent Appraiser") selected by the Members. The Independent Appraiser shall determine the Fair Market Value based on the following assumptions and bases: (i) the value that a third-party purchaser would pay in an arm's length sale between a willing seller and a willing purchaser, (ii) if the Company is carrying on business as a going concern, on the assumption that it will continue to do so, and (iii) taking into account any information that the Independent Appraiser reasonably thinks fit, including submissions from the Members, based on then current customary market practices for valuing geothermal assets similar to the Project. The Independent Appraiser shall determine the Fair Market Value within 20 Business Days after being engaged. In the event that the Independent Appraiser provides a range of values, then the Fair Market Value shall be deemed to be the mid-point of that range. The cost of the Independent Appraiser shall be borne equally by the Members.
Sample 1Sample 2
Dilution Mechanism. If a Funding Default occurs, and, within 5 Business Days following the last day of the cure period referred to in Section 9.2 (the last day of such 5-Business Day period being referred to as the “Dilution Day”), the Non-Defaulting Member has not elected to fund the Defaulted Amount as a Default Loan in accordance with Section 9.5(b), then the Proportionate Interest of each Member will be recalculated immediately after the Dilution Day and the Schedule of Members shall be updated. An illustration of such recalculation is set out in Part III of Schedule G.
Sample 1Sample 2
Dilution Mechanism. In the event that (i) a Party (the “Defaulting Party”) fails to make its pro-rata payment of the approved budget (or budget cost overrun) or any capital call within the Funding Window, and (ii) the other Party (the “Non-Defaulting Party”) makes such payment (in its sole discretion), the ownership interest of the Parties in CGC shall be adjusted such that each Party’s ownership interest shall equal a percentage expressed as a fraction of (A) divided by (B), where: (A) is equal to a Party’s aggregate investment in, and deemed or in-kind contribution to, CGC up to the date of calculation, and
Sample 1
Dilution Mechanism. The Company shall issue 1,893 Ordinary Shares at a subscription price of Euro 1 per share for every SEK 1 million of additional Priority Shareholder Loans to the Company funded pursuant to this Section 1.9(e).
Sample 1
Dilution Mechanism. If a Defaulting Member fails to contribute to the Company its Proportionate Interest of the funding required in accordance with Section 5.7(b), Section 5.8(b), Section 5.10, or Section 5.11(a), and the Non-Defaulting Member either (i) elects to fund the Defaulted Amount (rather than advance a Default Loan) in accordance with Section 6.5(a)(i) or (ii) elects not to fund the Defaulted Amount, then the Proportionate Interest of each Member will be recalculated immediately after the Dilution Day. The Board representatives or the Members shall cause or permit the Company to issue, sell, repurchase or redeem any Membership Interests or other equity interest in the Company to reflect a dilution of the Proportionate Interest of the Defaulting Member. Subject to the immediately following sentence, all dilution and recalculation of a Member’s Proportionate Interest under this Agreement shall be made on a straight-line basis. If a Member or its representatives on the Board vote in favour of a proposed Program and Budget in respect of Development or Mining Operations which becomes an Approved Program and Budget and then such Member fails to contribute its Proportionate Interest of amounts required under such Approved Program and Budget in the manner contemplated under this Agreement, dilution and recalculation of the Defaulting Member’s Proportionate Interest shall made on an accelerated basis assuming the Non-Defaulting Member contributed two times the amount actually contributed by it on behalf of the Defaulting Member with respect to the applicable Defaulted Amount; provided that accelerated dilution shall not apply if the Member provided the election contemplated in Section 6.6 and provides funding, if any, consistent with the election made by it. An illustration of such recalculation is set out in Schedule C.
Sample 1
AutoNDA by SimpleDocs

Related to Dilution Mechanism

  • Adjustment Mechanism If an adjustment of the Exercise Price is required pursuant to this Section 6 (other than pursuant to Section 6.4), the Holder shall be entitled to purchase such number of shares of Common Stock as will cause (i) (x) the total number of shares of Common Stock Holder is entitled to purchase pursuant to this Warrant following such adjustment, multiplied by (y) the adjusted Exercise Price per share, to equal the result of (ii) (x) the dollar amount of the total number of shares of Common Stock Holder is entitled to purchase before adjustment, multiplied by (y) the total Exercise Price before adjustment.

  • Collection Allocation Mechanism On the CAM Exchange Date, (a) the Commitments shall automatically and without further act be terminated as provided in Article VII, (b) each Lender shall become obligated to fund, within one Business Day, all participations in outstanding Swingline Loans held by it (it being agreed that the CAM Exchange shall not result in a reallocation of such funding obligations, but only of the funded participations resulting therefrom) and (c) the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that, in lieu of the interests of each Lender in the particular Designated Obligations that it shall own as of such date and immediately prior to the CAM Exchange, such Lender shall own an interest equal to such Lender’s CAM Percentage in each Designated Obligation. Each Lender, each person acquiring a participation from any Lender as contemplated by Section 11.04 and each Borrower hereby consents and agrees to the CAM Exchange. Each Borrower and each Lender agrees from time to time to execute and deliver to the Administrative Agent all such promissory notes and other instruments and documents as the Administrative Agent shall reasonably request to evidence and confirm the respective interests and obligations of the Lenders after giving effect to the CAM Exchange, and each Lender agrees to surrender any promissory notes originally received by it hereunder to the Administrative Agent against delivery of any promissory notes so executed and delivered; provided that the failure of any Borrower to execute or deliver or of any Lender to accept any such promissory note, instrument or document shall not affect the validity or effectiveness of the CAM Exchange. As a result of the CAM Exchange, on and after the CAM Exchange Date, each payment received by the Administrative Agent pursuant to any Loan Document in respect of the Designated Obligations shall be distributed to the Lenders pro rata in accordance with their respective CAM Percentages (to be redetermined as of each such date of payment or distribution to the extent required by the next paragraph), but giving effect to assignments after the CAM Exchange Date, it being understood that nothing herein shall be construed to prohibit the assignment of a proportionate part of all an assigning Lender’s rights and obligations in respect of a single Class of Commitments or Loans. In the event that, after the CAM Exchange, the aggregate amount of the Designated Obligations shall change as a result of the making of an LC Disbursement of either Tranche by an Issuing Bank that is not reimbursed by the applicable Borrower, then (a) each Lender of such Tranche shall, in accordance with Section 2.05(d), promptly purchase from the applicable Issuing Bank a participation in such LC Disbursement in the amount of such Lender’s Tranche One Percentage or Tranche Two Percentage, as the case may be, of such LC Disbursement (without giving effect to the CAM Exchange), (b) the Administrative Agent shall redetermine the CAM Percentages after giving effect to such LC Disbursement and the purchase of participations therein by the applicable Lenders, and the Lenders shall automatically and without further act be deemed to have made reciprocal purchases of interests in the Designated Obligations such that each Lender shall own an interest equal to such Lender’s CAM Percentage in each of the Designated Obligations and (c) in the event distributions shall have been made in accordance with the preceding paragraph, the Lenders shall make such payments to one another as shall be necessary in order that the amounts received by them shall be equal to the amounts they would have received had each LC Disbursement been outstanding immediately prior to the CAM Exchange. Each such redetermination shall be binding on each of the Lenders and their successors and assigns and shall be conclusive absent manifest error.

  • Purchase Mechanism If the Focus Investor exercises its rights provided in this Section 4.5, the closing of the purchase of the New Securities with respect to which such right has been exercised shall take place within 30 calendar days after the giving of notice of such exercise, which period of time shall be extended for a maximum of 180 days in order to comply with applicable laws and regulations (including receipt of any applicable regulatory or corporate approvals). The Company and the Focus Investor agree to use commercially reasonable efforts to secure any regulatory or corporate approvals or other consents, and to comply with any law or regulation necessary in connection with the offer, sale and purchase of, such New Securities.

  • Allocation Method The Plan Administrator will allocate a Plan-Designated QNEC using the following method (Choose one of a., b., c., or d.):

  • Conversion Mechanics (a) The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing that portion of the principal and interest and fees to be converted, if any, by the then applicable Fixed Conversion Price. In the event of any conversions of outstanding principal amount under this Note in part pursuant to this Article III, such conversions shall be deemed to constitute conversions of outstanding principal amount applying to Monthly Amounts for the remaining Repayment Dates in chronological order.

  • Alternative Credit Support Election (a) The Sellers may elect to effect a change in the calculation of the Class Percentage with respect to Finance Charge Collections during the Early Accumulation Period or the Amortization Period, as set forth in the definition of "Class Percentage," and increase the Available Class B Credit Enhancement Amount, by making an Alternative Credit Support Election. An Alternative Credit Support Election may be made as follows:

  • Cumulative Credit Transactions If more than one action occurs on any given date the permissibility of the taking of which is determined hereunder by reference to the amount of the Cumulative Credit immediately prior to the taking of such action, the permissibility of the taking of each such action shall be determined independently and in no event may any two or more such actions be treated as occurring simultaneously.

  • Full Settlement; Mitigation The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Executive or others, provided that nothing herein shall preclude the Company from separately pursuing recovery from the Executive based on any such claim. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts (including amounts for damages for breach) payable to the Executive under any of the provisions of this Agreement, and such amounts shall not be reduced whether or not the Executive obtains other employment.

  • Full Settlement; No Mitigation The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against Executive or others. In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment.

Time is Money Join Law Insider Premium to draft better contracts faster.