Percentage Interest Adjustments Sample Clauses

Percentage Interest Adjustments. Upon the acceptance of additional Capital Contributions in exchange for Partnership Units and if the Partnership shall have outstanding more than one class of Partnership Interests, the Percentage Interest related thereto shall be equal to a fraction, the numerator of which is equal to the amount of cash, if any, plus the Agreed Value of Contributed Property, if any, contributed with respect to such additional Partnership Units and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership Interests for all outstanding classes (computed as of the Business Day immediately preceding the date on which the additional Capital Contributions are made (an "Adjustment Date")) plus (ii) the aggregate amount of additional Capital Contributions contributed to the Partnership on such Adjustment Date in respect of such additional Partnership Units. The Percentage Interest of each other Partner holding Partnership Interests not making a full pro rata Capital Contribution shall be adjusted 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 Business Day immediately preceding the Adjustment Date) plus (ii) the amount of additional Capital Contributions (such amount being equal to the amount of cash, if any, plus the Agreed Value of Contributed Property, if any, so contributed), if any, made by such Partner to the Partnership in respect of such Partnership Interest as of such Adjustment Date and the denominator of which is equal to the sum of (i) the Deemed Value of the Partnership Interests of all outstanding classes (computed as of the Business Day immediately preceding such Adjustment Date) plus (ii) the aggregate amount of the additional Capital Contributions contributed to the Partnership on such Adjustment Date in respect of such additional Partnership Interests. For purposes of calculating a Partner's Percentage Interest pursuant to this Section 4.2.B, cash Capital Contributions by the General Partner will be deemed to equal the cash contributed by the General Partner plus (a) in the case of cash contributions funded by an offering of any equity interests in or other securities of the General Partner, the offering costs attributable to the cash contributed to the Partnership, and (b) in the case of Partnership Units issued pursuant to Section 7.5.E, an amount equal to the difference between the Value of the Shares sold pursuant to any Share Optio...
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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.
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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.P. Per Unit Contribution and (B) the number of Common Limited Partner Units purchased by such Original Limited Partner pursuant to such Election Notice.
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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:
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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:
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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.
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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.
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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.
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Percentage Interest Adjustments. 8 3.4 Capital Account Adjustments and Revaluation....................... 9 3.5
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Related to Percentage Interest Adjustments

  • 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.

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Capital Contributions; Percentage Interest The Members shall make contributions to the Company in an amount approved by the Members. No Member shall be required or permitted to make any additional contributions without the consent of all of the Members. The percentage interest of each Member in the Company shall be as set forth in the books and records of the Company, as amended from time to time by Managing Member consent.

  • Tax Adjustments The Company may make such reductions in the Purchase Price, in addition to those required by Sections 3, 4, 5, 6, 7 and 8, as the Board of Directors considers to be advisable to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock resulting from any dividend or distribution of stock (or rights to acquire stock) or from any event treated as such for income tax purposes.

  • Subsequent Adjustments In the event that the Assuming Institution or the Receiver discovers any errors or omissions as contemplated by Section 8.2 or any error with respect to the payment made under Section 8.3 after the Settlement Date, the Assuming Institution and the Receiver agree to promptly correct any such errors or omissions, make any payments and effect any transfers or assumptions as may be necessary to reflect any such correction plus interest as provided in Section 8.4.

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:

  • Base Rent Adjustments Base Rent shall be increased on each annual anniversary of the first day of the first full month during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the resulting amount to the Base Rent payable immediately before such Adjustment Date. Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Capital Adjustments (a) The existence of the Option shall not affect in any way the right or power of the Corporation or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations, or other changes in the Corporation's capital structure or the Corporation’s business, or any merger or consolidation of the Corporation or any issue of bonds, debentures, preferred stock having a preference to or affecting the Corporation’s capital stock or the rights thereof, or the issuance of any securities convertible into any such capital stock or of any rights, options, or warrants to purchase any such capital stock, or the dissolution or liquidation of the Corporation, any sale or transfer of all or any part of the Corporation’s assets or business, or any other act or proceeding of the Corporation, whether of a similar character or otherwise.

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