Dilution Mechanism Sample Clauses

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.

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).

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.

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.

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

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.