Establishment of Special Member’s Percentage Interest Sample Clauses

Establishment of Special Member’s Percentage Interest. (a) The Managing Member previously designated and created a Membership Interest designated as the “Special Member’s Percentage Interest” and held by the Special Member. (i) Upon each Special Member’s Percentage Increase Event, the Special Member’s Percentage Interest shall increase by one percent for each $10 million in Coal Assets sold or otherwise transferred to the MLP or its subsidiaries in connection with such Special Member’s Percentage Increase Event, it being understood and agreed that such increase in the Special Member’s Percentage Interest shall be the sole and exclusive consideration for each $10 million of such Coal Assets except to the extent set forth in the definitive agreements providing for the sale of such Coal Assets. The value of the Coal Assets shall be determined by agreement of the Special Member and the Board and set forth in the definitive agreements providing for the sale of such Coal Assets; provided, however, that nothing herein shall give rise to any obligation whatsoever of any party hereto or any of their Affiliates to negotiate or enter into such definitive agreements or consummate such sale or disposition. The Special Member’s Percentage Interest will be evidenced by certificates issued by the Company. The Company shall increase Special Member’s Percentage Interest by a fraction of one percent to the extent that the agreed value of the Coal Assets exceeds a multiple of $10 million (for the avoidance of doubt, zero shall be deemed to be a multiple of $10 million for purposes of calculating such fraction), and the fraction shall be the excess over such multiple of $10 million (or zero) divided by $10 million. Nothing herein shall prohibit the Company from increasing the Special Member’s Percentage Interest in consideration for a de minimis amount of assets that are not Qualifying Assets purchased in connection with Coal Assets. (ii) It is anticipated that, during the term of the Leases, the Special Member may identify to the MLP opportunities to purchase Coal Assets that are owned by a third party that the MLP is not otherwise considering, and that the Company, in its capacity as the general partner of the MLP, will consider the acquisition of such Coal Assets. To the extent the MLP acquires such Coal Assets, the Company will, to the extent, if any, that the Company and the Special Member so agree, increase the Special Member’s Percentage Interest in consideration of the Special Member identifying such opportunities to the M...
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Related to Establishment of Special Member’s Percentage Interest

  • Percentage Interest Ownership of the Company shall be divided into, represented by, and each Member’s Percentage Interest shall be expressed in Units of the Company. The name, address, Units and Percentage Interest of each Member are set forth on Exhibit “A” attached hereto, which may be amended from time to time as necessary to reflect changes in the Percentage Interests and Units held by the Members.

  • Percentage Interests If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

  • Member's Capital Accounts A Capital Account for the Member shall be maintained by the Company. The Member's Capital Account shall reflect the Member’s capital contributions and increases for any net income or gain of the Company. The Member’s Capital Account shall also reflect decreases for distributions made to the Member and the Member’s share of any losses and deductions of the Company.

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Return of Contribution Nonrecourse to Other Members Except as provided by law, upon dissolution, each member shall look solely to the assets of the Company for the return of the member's capital contribution. If the Company property remaining after the payment or discharge of the Company's debts and liabilities is insufficient to return the cash contribution of one or more members, such member or members shall have no recourse against any other member or the Board.

  • Establishment of Certificate Distribution Account (a) The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Owner Trustee an Eligible Deposit Account known as the Certificate Distribution Account (the "Certificate Distribution Account"), bearing an additional designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. The Certificate Distribution Account shall initially be established with . (b) The Owner Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and in all proceeds thereof (except Investment Proceeds therefrom as set forth in the Trust Sale and Servicing Agreement) for the benefit of the Certificateholders. Except as otherwise provided herein or in the Trust Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Deposit Account, the Owner Trustee (or the Servicer on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Certificate Distribution Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Certificate Distribution Account.

  • Allocations for Capital Account Purposes For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Section 5.5(b)) shall be allocated among the Partners in each taxable year (or portion thereof) as provided herein below.

  • Members Capital Contributions a) Single-Member Capital Contributions (Applies ONLY if Single-Member): The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes. b) Multi-Member (Applies ONLY if Multi-Member): The Members have contributed the following capital amounts to the Company as set forth below and are not obligated to make any additional capital contributions:

  • Additional Members One or more additional members may be admitted to the Company with the consent of the Member. Prior to the admission of any such additional members to the Company, the Member shall amend this Agreement to make such changes as the Member shall determine to reflect the fact that the Company shall have such additional members. Each additional member shall execute and deliver a supplement or counterpart to this Agreement, as necessary.

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