Priority Return Adjustment Clause Samples

Priority Return Adjustment. If, upon the admission of Additional Class A Members in accordance with Section 3.3 or the making of an additional Capital Contribution by a Class A Member, the Fair Market Value of the Company at such time is less than the aggregate Unreturned Invested Capital plus any accrued Priority Returns, then the Manager in its reasonable discretion may amend this Agreement to (a) reduce in whole or in part the Priority Return accrued prior to the Issuance Date and to reduce the Priority Return after such date so that the Priority Return relates only to the Class A Member’s Unreturned Invested Capital less the Issuance Adjustment Amount, (b) provide for Priority Returns with respect to the additional Capital Contributions as it may reasonably determine and (c) make such other changes which are necessary and appropriate to implement clauses (a) and (b); provided, however, that, without the prior written consent of VCDI, if the Class A Member being admitted or making an additional Capital Contribution is Veritas or an Affiliate of Veritas, the Manager shall not have the right to amend this Agreement (i) to reduce the Priority Return after such date so that the Priority Return relates only to the Class A Member’s Unreturned Invested Capital less the Issuance Adjustment Amount or to provide for priority returns with respect to such additional Capital Contributions if, as a result of any such actions pursuant to this clause (i) Veritas or such Affiliate of Veritas will receive a Return on its additional Capital Contribution that exceeds the Return that any other Class A Member will be entitled to receive under this Agreement on its Unreturned Invested Capital, assuming that such Class Member had contributed its Unreturned Invested Capital on the Invested Capital Contribution Date on which Veritas or such Affiliate of Veritas made its additional Capital Contribution and in the same amount as such additional Capital Contribution, or (ii) to reduce in whole or in part the Priority Return accrued prior to the Issuance Date.