Adjusted Percentage Interest definition
Adjusted Percentage Interest means as of any date of determination (a) as to any Unitholder with respect to Units, as the case may be, the product obtained by multiplying (i) one hundred percent (100%) less the percentage applicable to clause (b) below by (ii) the quotient obtained by dividing (A) the number of Units held by such Unitholder, as the case may be, by (B) the total number of all Outstanding Units and (b) as to the holders of other Partnership Interests issued by the Partnership in accordance with Section 5.4, the percentage established as a part of such issuance. In calculating the number of Units in clauses (A) and (B) above, the applicable number of Units shall include Outstanding Common Units and the Common Units that would be issued if all Series A Preferred Units and Non-Voting Common Units were converted to Common Units on such date of determination. The Adjusted Percentage Interest with respect to a Series A Preferred Unit shall only be defined by reference to the Adjusted Percentage Interest attributable to the Common Units into which such Series A Preferred Unit would be converted if conversion took place on such date of determination (whether or not such Series A Preferred Units were eligible for conversion at such time).
Adjusted Percentage Interest means, with respect to a Common Member (other than a Lazard Ltd Member) the product of (i) the Tax Rate (as determined by the Company in its sole discretion) applicable to such Common Member and (ii) a fraction, the numerator of which is the Percentage Interest of such Common Member and the denominator of which is the sum of the Percentage Interests for all Common Members (other than the Lazard Ltd Members).
Adjusted Percentage Interest of the Class A Member as a group or of the Class B Members as a group, as applicable, as of any date shall be determined as follows:
(a) Prior to the first Preferred Stock Disposition, the Adjusted Percentage Interest of the Class A Member shall be the same as the Percentage Interest of the Class A Member and the Adjusted Percentage Interest of the Class B Members as a group shall be the same as the Percentage Interest of that group.
(b) As of the date of the first Preferred Stock Disposition and thereafter as of the date of each Preferred Stock Disposition and the date of each disposition of Common Stock, the Percentage Interest of the Class A Member and of the Class B Members as a group, shall be adjusted such that, immediately after the relevant disposition, the Adjusted Percentage Interest of the Class A Member is equal to the percentage of C divided by G and the Adjusted Percentage Interest of the Class B Members as a group is equal to the percentage of F divided by G. For purposes of that calculation as of any date: A= the aggregate of the Class A Member's Capital Contributions (determined on a FIFO basis) that are attributable to Preferred Stock that as of that date has not yet been disposed of in a Preferred Stock Disposition, such attributable aggregate to be determined on a pro rata basis assuming that each share of Preferred Stock has a equal portion of such Capital Contributions (such portion is hereinafter referred to as ("Cost"). If in any Preferred Stock Disposition occurring after the Cover Date, the Cost of such Stock, as determined pursuant to the immediately preceding sentence, is not recovered in the Disposition, such unrecovered Cost shall continue to be treated as attributable to Preferred Stock that has not yet been disposed of until such time as such cost is recovered under one or more of the Distribution Hierarchies; B= the aggregate amount of the Class A Member's Capital Contributions as of that date. C= A/B x the Adjusted Percentage Interest of the Class A Member expressed as a whole number (for example, 62.5 instead of 62.5%) as of the date immediately prior to the date of the Preferred Stock Disposition or the disposition of Common Stock causing the adjustment; D= the aggregate Contribution Value of the Common Stock contributed by the Class B Members as a group which as of that date has not yet been disposed of by the Company. For this purpose, to the extent that Common Stock is distributed pursuant to Section 5.2(d)(iii)(C), t...
Examples of Adjusted Percentage Interest in a sentence
In addition, the successor General Partner shall cause this Agreement to be amended to reflect that, from and after the date of such successor General Partner’s admission, the successor General Partner’s interest in all Partnership distributions and allocations shall be its Adjusted Percentage Interest.
If there is ally adjustment of the Percentage Interest of the Parties, ally Party whose interest has been adjusted downward shall cause a sufficient number of its shares of Common Stock of the Company to be delivered OF transferred, without any compensation by any Party, to the Parties whose interests have been adjusted upward to reflect the Adjusted Percentage Interest.
Partner A's percentage of the total contribution is $10 MILLION = .625 (62.5%) ----------- $16 million and the percentage of the total contributions of Partner B is $6 million = .375 (37.5%) $16 million As a result, 37.5% shall be Partner B's Adjusted Percentage Interest.
EXHIBIT C Adjusted Percentage Interest Calculation Assume that on the Percentage Interest Adjustment Date Member A has contributed $10 million to the Company and Member B has contributed $6 million to the Company.
Member A's percentage of the total contribution is $10 million = .625 (62.5%) $16 million and the percentage of the total contributions of Member B is $6 million = .375 (37.5%) $16 million As a result, 37.5% shall be Member B's Adjusted Percentage Interest.
More Definitions of Adjusted Percentage Interest
Adjusted Percentage Interest means the ratio of the shareholding in the Company owned by each Party after giving effect to any adjustments made pursuant to Sections 5.8 or 5.9.
Adjusted Percentage Interest means the aggregate percentage interest(s) in the Company owned by each Member after the calculation made pursuant to Section 5.4.3.
Adjusted Percentage Interest means as of any date of determination (a) as to any Unitholder with respect to Units, as the case may be, the product obtained by multiplying (i) 100% less the percentage applicable to clause (b) below by (ii) the quotient obtained by dividing (A) the number of Units held by such Unitholder, as the case may be, by (B) the total number of all Outstanding Units and (b) as to the holders of other Partnership Interests issued by the Partnership in accordance with Section 5.4, the percentage established as a part of such issuance. In calculating the number of Units in clauses (A) and (B) above, the applicable number of Units shall include Outstanding Common Units and the Common Units that would be issued if all Series A Preferred Units were converted to Common Units on such date of determination. The Adjusted Percentage Interest with respect to a Series A Preferred Unit shall only be defined by reference to the Adjusted Percentage Interest attributable to the Common Units into which such Series A Preferred Unit would be converted if conversion took place on such date of determination (whether or not such Series A Preferred Units were eligible for conversion at such time).
Adjusted Percentage Interest shall have the meaning set forth in Section 7.3(b).
Adjusted Percentage Interest has the meaning given to it in the definition of "Individual UPP Value."
Adjusted Percentage Interest means, with respect to each Company Stockholder, a percentage rounded to five decimal places resulting from the fraction for which the numerator is (a) the number of shares of Buyer Common Stock issued to such Company Stockholder in the Merger, and the denominator is (b) the total number of shares of Buyer Common Stock issued to all Company Stockholders in the Merger.
Adjusted Percentage Interest for each Member shall equal:
(i) with respect to each of the MARC Members, [the product of (a) such MARC Member's Percentage Interest and (b) [either (I) 50% Call-Option Closing or Put-Option Closing (as such terms are defined in the Put-Call Agreement) has occurred or (II) 59.1667% if the Call-Option Closing or Put-Option Closing has not occurred][IF A GROUP D PROPERTY OR THE SUBSEQUENT ADVANCE HAS BEEN MADE - 50%]; and
(ii) with respect to First Union, [either (a) 50%, if the Call-Option Closing or Put-Option Closing has occurred or (b) 40.8333% if the Call-Option Closing or Put-Option Closing has not occurred][IF A GROUP D PROPERTY OR THE SUBSEQUENT ADVANCE HAS BEEN MADE - 50%].