Percentage Interest Adjustments Sample Clauses

Percentage Interest Adjustments. Unless agreed by all the members, no adjustment to the Percentage Interest shall be made except as provided for in this Agreement.

Percentage Interest Adjustments. (1) Upon the acceptance of additional cash Capital Contributions pursuant to this Section 4.5, the Percentage Interests of the Partners shall be adjusted based upon the number of Partnership Units issued in connection with such Capital Contribution, provided that in connection with a Capital Contribution by any Original Limited Partner pursuant to an Election Notice under Section 4.5.G in response to (i) a Funding Notice relating to the Second Offering, such Original Limited Partner shall be deemed to have contributed to the Partnership an amount equal to the cash actually contributed by such Original Limited Partner on the Adjustment Date, minus an amount equal to the aggregate underwriting discounts and commissions that would have been applicable to REIT Shares if the cash contributed by such Original Limited Partner on the Adjustment Date had been used to acquire REIT Shares in the Second Offering, and (ii) a Funding Notice relating to any offering of REIT Shares subsequent to the Second Offering in which the amount of cash actually contributed by such Original Limited Partner per Common Limited Partner Unit (the "L.P. Per Unit Contribution") is greater than the amount of cash per General Partner Unit actually contributed by the General Partner in respect of the REIT Shares sold in such offering (the "G.P. Per Unit Contribution"), such Original Limited Partner shall be deemed to have contributed to the Partnership an amount equal to the cash actually contributed by such Original Limited Partner on the Adjustment Date minus an amount equal to the product of (A) the L.P. Per Unit Contribution minus the G.

Percentage Interest Adjustments. (a) If the Common Capital Accounts of the Common Members are adjusted pursuant to Section 3.5(b), then, after such adjustments are made, the Common Percentage Interests of the Common Members will be correspondingly adjusted as follows: (i) Effective as of ten Business Days after the last date a capital contribution under Section 3.2 above may be made, the Common Percentage Interests of the Common Members shall be automatically adjusted to take account of such failure of such Common Member to make such capital contribution. The Common Percentage Interest of each Common Member shall be the respective percentage obtained by dividing the total balance in such Common Member's Common Capital Account as of such date by the total balance in all Common Members' Common Capital Accounts as of such date. Any payment by a Contributing Member of all or a portion of a Non-Contributing Member's contribution pursuant to Section 3.3(a)(ii) below shall result in a comparable adjustment in the Common Percentage Interests of the Common Members. The sum of the Common Percentage Interests of the Common Members, as adjusted in accordance with this Section 3.3(a)(i), shall equal 100%. Any increase in the Common Percentage Interest of a Common Member pursuant to this Section 3.3(a)(i) shall have the same designation as a Common Interest as the Common Percentage Interest held by such Common Member prior to any such increase. (ii) If any Common Member fails for any reason to make in a timely manner any part or all of an Additional Contribution called for under Section 3.2 (the "Unpaid Additional Contribution"), such Common Member shall be deemed a "Non-Contributing Member" and the Company shall promptly give written notice of the failure to contribute to all Common Members. Each of the Common Members contributing their pro- rata share of an Additional Contribution (the "Contributing Members") shall have the right, but not the obligation, for a period of 10 days after notice of such failure to contribute by a Non-Contributing Member is given, to contribute to the Company an amount equal to (A) the amount of each Non-Contributing Member's Unpaid Additional Contribution multiplied by a fraction the numerator of which is the Contributing Member's Common Percentage Interest at the time of the Additional Capital Call and the denominator of which is the sum of the Common Percentage Interests of all Contributing Members who desire to contribute to the Company such Contributing Members' pro-r...

Percentage Interest Adjustments. In the event that the Partnership issues additional Partnership Interests (including additional classes of Partnership Interests, (but excluding OP Units issued upon the redemption of Preferred Units), the General Partner shall allocate to such additional Partnership Interests a Percentage Interest in the Partnership equal to a fraction, the numerator of which is equal to either (a) such amount as may be fixed by agreement between the General Partner, in the General Partner's sole discretion, and the Contributing Partner or (b) the amount of cash, if any, plus the Gross Asset Value of the property, if any, contributed as additional Capital Contributions (net of any debt to which such property is subject or assumed by the Partnership in connection with such contribution) with respect to such additional Partnership Interests and the denominator of which is equal to the fair market value (as determined by the General Partner as of the date of such contribution taking into account such contribution) of all the Partnership Interests for all outstanding classes of Partnership Interests (including such additional Partnership Interests). To the extent that any such issuance of additional Partnership Interests results in an overall decrease (the "Percentage Decrease") in the aggregate Percentage Interests in the Partnership represented by all of the Partnership Interests that were outstanding before the issuance of the additional Partnership Interests, the Percentage Decrease shall be allocated among the classes of Partnership Interests outstanding prior to the issuance of the additional Partnership Interests in accordance with such classes' respective Percentage Interests in the Partnership as determined prior to the issuance of the additional Partnership Interests. Similarly, to the extent that a redemption by the General Partner of any Partnership Interests for cash results in an overall increase (the "Percentage Increase") in the aggregate Percentage Interests in the Partnership represented by the remaining Partnership Interests outstanding after the redemption (the "Remaining Interests"), the Percentage Increase shall be allocated among the classes of Remaining Interests by multiplying the Percentage Increase by a fraction equal to the aggregate pre-redemption Percentage Interests of all Remaining Interests of the particular class divided by the aggregate pre-redemption Percentage Interests of all Remaining Interests of all classes. Upon the redemption of any ...

Percentage Interest Adjustments. (a) To the extent that any Member contributes a portion of a Requested Amount in excess of his, her or its pro rata portion of such Requested Amount (determined in relation to the Interests of all Members, his, her or its "Excess Contribution"), such Member's Interest shall be increased (such increase to be offset by a pro rata decrease of the Interest of each Member who contributed less than his, her or its pro rata share of the Requested Amount) in accordance with the following formula: Increase in MI = Excess Contribution/Price Per Point where: MI refers to the Member's Interest. Price Per Point refers to the highest cost per 1% Interest of the following: (1) the price per 1% Interest last paid by a Member other than by virtue of an Excess Contribution, including either a price paid to the Company by a new Member or the price paid to a former Member on a Disposition of an Interest; and (2) the price per 1% Interest received by the Company in a bona fide offer from a Prospective Purchaser as set forth in the New Insurance Notice; and (3) the Price Per Point, if any, determined by the Board and set forth in the New Insurance Notice. In the event that the contributions of all Members do not equal the Requested Amount and the Company obtains any or all of the Requested Amount from a new Member (including the Prospective Purchaser), all Members acknowledge that their Interests shall be adjusted in accordance with this Section 6.2.2. (b) Interests shall be adjusted to reflect the Disposition thereof in accordance with the terms hereof. (c) Interests shall be adjusted to reflect the effect of forfeiture or purchase of Interests pursuant to Section 5.2.

Percentage Interest Adjustments. Upon the acceptance of ------------------------------- additional cash Capital Contributions pursuant to this Section 4.3, the Percentage Interest related thereto shall be equal to a fraction, the numerator of which is equal to the cash contributed as of the Business Day immediately preceding the date on which the additional Capital Contributions are made (an "Adjustment Date") and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date) and (ii) the aggregate amount of additional Capital Contributions contributed to the Partnership on such Adjustment Date. The Percentage Interest of each other Partner not making a full pro rata --- ---- Contribution shall be adjusted to equal to a fraction, the numerator of which is equal to the sum of (i) the Deemed Partnership Interest Value of such Limited Partner (computed as of the Adjustment Date) and (ii) the amount of additional capital contributions made by such Partners to the Partnership as such Adjustment Date, and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership (computed as of the Business Day immediately preceding the Adjustment Date), plus (ii) the aggregate amount of additional ---- Capital Contributions contributed by all Partners and/or third parties to the Partnership on such Adjustment Date. Provided, however, solely for purposes of calculating Partner's Percentage Interests pursuant to this Section 4.3.F, cash Capital Contributions by the General Partner will be deemed to equal the cash contributed by the General Partner plus, in the case of cash contributions funded by an offering of REIT Shares, the offering costs attributable to the cash contributed to the Partnership. The General Partner shall promptly give each Partner written notice of its Percentage Interest, as adjusted.

Percentage Interest Adjustments. 8 3.4 Capital Account Adjustments and Revaluation....................... 9 3.5

Percentage Interest Adjustments. (1) Upon the acceptance of additional cash Capital Contributions pursuant to this Section 4.4, the Percentage Interests of the Partners holding Partnership Interests of the class or series being issued shall be adjusted based upon the number of Partnership Units of such class or series issued in connection with such Capital Contribution. (2) Upon the acceptance of additional Capital Contributions pursuant to this Section 4.4 in the form of Contributed Property, the amount of the Capital Contribution shall be equal to the Gross Asset Value of the Property contributed as of the Adjustment Date, net of any liabilities assumed by the Partnership in connection with such assets or liabilities to which such Contributed Property is subject, and the Percentage Interests of the Partners holding Partnership Interests of the class or series being issued shall be adjusted based upon the number of Partnership Units of such class or series issued in connection with such Capital Contribution. (3) Upon the acceptance of additional Capital Contributions pursuant to this Section 4.4 in the form of cash and Contributed Property, the amount of the Capital Contribution shall be equal to the sum of (A) the amount of cash contributed on the Adjustment Date and (B) the Gross Asset Value of the Property contributed as of the Adjustment Date, net of any liabilities assumed by the Partnership in connection with such assets or liabilities to which the Contributed Property is subject, and the Percentage Interests of the Partners holding Partnership Interests of the class or series being issued shall be adjusted based on the number of Partnership Units of such class or series issued in connection with such Capital Contribution.

Percentage Interest Adjustments. Upon the acceptance of Additional Capital Contributions pursuant to this Section 4.9, the Percentage Interest of each Member shall be changed to equal a fraction, the numerator of which is equal to (i) such Member's Percentage Interest multiplied by the Fair Market Value of the Company determined pursuant to Section 6.8 hereof as of the Business Day immediately preceding the Funding Date, before any Additional Funds are contributed (the "Adjustment Date"), plus (ii) the value of such Additional Funds, if any, contributed by that Member, and the denominator of which is equal to the sum of (1) the Fair Market Value of the Company (as determined pursuant to Section 6.8 hereof) as of the Business Day immediately preceding the Adjustment Date plus (2) the aggregate value of all Additional Funds contributed to the Company as of such Adjustment Date. The Executive Committee shall promptly give each Member written notice of the Percentage Interests of the Members, as adjusted, and shall amend Annex A hereto to reflect such adjustments.

Percentage Interest Adjustments. (1) Upon the acceptance of additional cash Capital Contributions pursuant to this Section 4.5, the Percentage Interests of the Partners shall be adjusted based upon the number of Partnership Units issued in connection with such Capital Contribution. Solely for purposes of calculating the number of Partnership Units to be issued to the IAC Capital Trust in connection with a contribution to the Partnership of the net proceeds from an offering of shares of capital stock of the IAC Capital Trust, such cash Capital Contributions will be deemed to equal the cash contributed by the IAC Capital Trust plus the Offering Costs attributable to the cash contributed to the Partnership. (2) Upon the acceptance of additional Capital Contributions pursuant to this Section 4.5 in the form of Property other than cash, the amount of the Capital Contribution shall be equal to the Gross Asset Value of the Property contributed as of the Adjustment Date, net of any liabilities assumed by the Partnership in connection with such assets or Nonrecourse Liabilities to which such Property is subject, and the Percentage Interests of the Partners shall be adjusted based upon the number of Partnership Units issued in connection with such Capital Contribution. (3) Upon the acceptance of additional Capital Contributions pursuant to this Section 4.5 in the form of cash and other Property, the amount of the Capital Contribution shall be equal to the sum of (A) the amount of cash contributed on the Adjustment Date and (B) the Gross Asset Value of the Property contributed as of the Adjustment Date, net of any liabilities assumed by the Partnership in connection with such assets or Nonrecourse Liabilities to which the Property is subject, and the Percentage Interests of the Partners shall be adjusted based on the number of Partnership Units issued in connection with such Capital Contribution.