Common use of Recalculation and Restoration of Interest Clause in Contracts

Recalculation and Restoration of Interest. Notwithstanding Sections 3.5(f) and 9.1(a), if a Shareholder’s Percentage Interest would be cancelled under Section 9.1(a) because of an adjustment to a Shareholder’s Percentage Interest under Section 6.6(b) in connection with the Shareholder’s election not to contribute to a Program and Budget, the resignation of the Shareholder and the cancellation of its Company Share ownership interest shall be deferred until after the completion of the Program and Budget period to take into account any recalculation of the Shareholder’s Company Share ownership interest under Section 6.7(b) and any reimbursement by the Shareholder of an Excess Amount under Section 6.7(c). If, after taking into account the recalculation and reimbursement, if any, there should be a capital reduction (without return of contributions) in such a way that the Shareholder’s Percentage Interest is below 5%, then the Shareholder shall immediately be deemed to resign as a Shareholder and the Company will perform a capital reduction (without return of contributions) that will solely affect the Shareholder and its remaining Company Shares shall be cancelled subject to and in accordance with Section 9.1(a); provided, however, that the resignation and cancellation shall be deemed effective as of the beginning of the Program and Budget period. If, after taking into account the recalculation and reimbursement, if any, the Shareholder’s Company Share ownership interest should not be cancelled, then the Shareholder shall not be required to resign or relinquish its Company Share ownership interest for cancellation under Section 9.1(a). The Operator shall make, and the Shareholders shall cooperate with the Operator in making, the distributions required by Section 6.7(d), and such other distributions and payments as the Operator reasonably determines are necessary or appropriate to effect the intent and accomplish the purposes of this Section 9.1(c).

Recalculation and Restoration of Interest. Notwithstanding Sections 3.5(f) and 9.1(aSection 9.1(b), if a Shareholder’s Percentage Member's Interest would be cancelled relinquished under Section 9.1(a9.1(b) because of an adjustment to a Shareholder’s Percentage Interest Interests under Section 6.6(b6.7(c) in connection with the Shareholder’s Member's election not to contribute, or to contribute less than its Interest, to a Program and Budget, the resignation of the Shareholder Member and the cancellation relinquishment of its Company Share ownership interest Interest shall be deferred until after the completion of the Program and Budget period to take into account any recalculation of the Shareholder’s Company Share ownership interest Member's Interest under Section 6.7(b) and any reimbursement by the Shareholder Member of an Excess Amount under Section 6.7(c). If, after taking into account the recalculation and reimbursement, if any, there the Interest should be a capital reduction (without return of contributions) in such a way that the Shareholder’s Percentage Interest is below 5%relinquished under Section 9.1(b), then the Shareholder Member shall immediately be deemed to resign as a Shareholder Member and the Company will perform a capital reduction (without return of contributions) that will solely affect the Shareholder and relinquish its remaining Company Shares shall be cancelled Interest subject to and in accordance with Section 9.1(a9.1(d); provided, however, that the resignation and cancellation relinquishment shall be deemed effective as of the beginning of the Program and Budget period. If, after taking into account the recalculation and reimbursement, if any, the Shareholder’s Company Share ownership interest Interest should not be cancelledrelinquished, then the Shareholder Member shall not be required to resign or relinquish its Company Share ownership interest for cancellation Interest under Section 9.1(a9.1(b). The Operator Manager shall make, and the Shareholders Members shall cooperate with the Operator Manager in making, the distributions and allocations of items of Profit, Loss and credit required by Section 6.7(d), and such other distributions distributions, allocations of items of Profit, Loss and credit, and payments of net proceeds as the Operator Manager reasonably determines are necessary or appropriate to effect the intent and accomplish the purposes of this Section 9.1(c).

Recalculation and Restoration of Interest. Notwithstanding Sections 3.5(f) and 9.1(aSection 9.1(d), if a ShareholderMember’s Percentage Interest would be cancelled relinquished under Section 9.1(a9.1(d) because of an adjustment to a Shareholder’s Percentage Interest Interests under Section 6.6(b6.7(c) in connection with the ShareholderMember’s election not to contribute, or to contribute less than its Interest, to a Program and Budget, the resignation of the Shareholder Member and the cancellation relinquishment of its Company Share ownership interest Interest shall be deferred until after the completion of the Program and Limited Liability Company Agreement of Lookout Mountain LLC: Page 38 Budget period to take into account any recalculation of the ShareholderMember’s Company Share ownership interest Interest under Section 6.7(b) and any reimbursement by the Shareholder Member of an Excess Amount under Section 6.7(c). If, after taking into account the recalculation and reimbursement, if any, there the Interest should be a capital reduction (without return of contributions) in such a way that the Shareholder’s Percentage Interest is below 5%relinquished under Section 9.1(d), then the Shareholder Member shall immediately be deemed to resign as a Shareholder Member and the Company will perform a capital reduction (without return of contributions) that will solely affect the Shareholder and relinquish its remaining Company Shares shall be cancelled Interest subject to and in accordance with Section 9.1(a9.1(f); provided, however, that the resignation and cancellation relinquishment shall be deemed effective as of the beginning of the Program and Budget period. If, after taking into account the recalculation and reimbursement, if any, the Shareholder’s Company Share ownership interest Interest should not be cancelledrelinquished, then the Shareholder Member shall not be required to resign or relinquish its Company Share ownership interest for cancellation Interest under Section 9.1(a9.1(d). The Operator Management Committee shall make, and the Shareholders Members shall cooperate with the Operator Management Committee in making, the distributions and allocations of items of Profit, Loss and credit required by Section 6.7(d), and such other distributions distributions, allocations of items of Profit, Loss and credit, and payments of Net Proceeds as the Operator Management Committee reasonably determines are necessary or appropriate to effect the intent and accomplish the purposes of this Section 9.1(c9.1(e).

Recalculation and Restoration of Interest. Notwithstanding Sections 3.5(f) and 9.1(aSection 9.1(b), if a ShareholderMember’s Percentage Interest would be cancelled relinquished under Section 9.1(a9.1(b) because of an adjustment to a Shareholder’s Percentage Interest Interests under Section 6.6(b6.6(c) in connection with the ShareholderMember’s election not to contribute, or to contribute less than its Interest, to a Program and Budget, the resignation of the Shareholder Member and the cancellation relinquishment of its Company Share ownership interest shall Interest will be deferred until after the completion of the Program and Budget period to take into account any recalculation of the ShareholderMember’s Company Share ownership interest Interest under Section 6.7(b) and any reimbursement by the Shareholder of an Excess Amount Member under Section 6.7(c). If, after taking into account the recalculation and reimbursement, if any, there the Interest should be a capital reduction (without return of contributions) in such a way that the Shareholder’s Percentage Interest is below 5%relinquished under Section 9.1(b), then the Shareholder shall Member will immediately be deemed to resign as a Shareholder Member and the Company will perform a capital reduction (without return of contributions) that will solely affect the Shareholder and relinquish its remaining Company Shares shall be cancelled Interest subject to and in accordance with Section 9.1(a9.1(d); provided, however, that the resignation and cancellation shall relinquishment will be deemed effective as of the beginning of the Program and Budget period. If, after taking into account the recalculation and reimbursement, if any, the Shareholder’s Company Share ownership interest Interest should not be cancelledrelinquished, then the Shareholder shall Member will not be required to resign or relinquish its Company Share ownership interest for cancellation Interest under Section 9.1(a9.1(b). The Operator shall Manager will make, and the Shareholders shall Members will cooperate with the Operator Manager in making, the distributions and allocations of items of Profit, Loss and credit required by Section 6.7(d), and such other distributions distributions, allocations of items of Profit, Loss and credit, and payments of Net Proceeds as the Operator Manager reasonably determines are necessary or appropriate to effect the intent and accomplish the purposes of this Section 9.1(c).

Recalculation and Restoration of Interest. Notwithstanding Sections 3.5(f) and 9.1(aSection 9.1(b), if a ShareholderMember’s Percentage Interest would be cancelled relinquished under Section 9.1(a9.1(b) because of an adjustment to a Shareholder’s Percentage Interest Interests under Section 6.6(b6.7(c) in connection with the ShareholderMember’s election not to contribute, or to contribute less than its Interest, to a Program and Budget, the resignation of the Shareholder Member and the cancellation relinquishment of its Company Share ownership interest Interest shall be deferred until after the completion of the Program and Budget period to take into account any recalculation of the ShareholderMember’s Company Share ownership interest Interest under Section 6.7(b) and any reimbursement by the Shareholder Member of an Excess Amount Contribution under Section 6.7(c). If, after taking into account the recalculation and reimbursement, if any, there the Interest should be a capital reduction (without return of contributions) in such a way that the Shareholder’s Percentage Interest is below 5%relinquished under Section 9.1(b), then the Shareholder Member shall immediately be deemed to resign as a Shareholder Member and the Company will perform a capital reduction (without return of contributions) that will solely affect the Shareholder and relinquish its remaining Company Shares shall be cancelled Interest subject to and in accordance with Section 9.1(a9.1(d); provided, however, that the resignation and cancellation relinquishment shall be deemed effective as of the beginning of the Program and Budget period. If, after taking into account the recalculation and reimbursement, if any, the Shareholder’s Company Share ownership interest Interest should not be cancelledrelinquished, then the Shareholder Member shall not be required to resign or relinquish its Company Share ownership interest for cancellation Interest under Section 9.1(a). The Operator shall make, and the Shareholders shall cooperate with the Operator in making, the distributions required by Section 6.7(d), and such other distributions and payments as the Operator reasonably determines are necessary or appropriate to effect the intent and accomplish the purposes of this Section 9.1(c).9.1