Adjustments to Interests Clause Samples

The "Adjustments to Interests" clause defines how and when the ownership percentages or financial interests of parties in an agreement may be modified. Typically, this clause outlines scenarios such as additional capital contributions, dilution events, or transfers of interests that would trigger a recalculation of each party's share. For example, if a new investor joins or an existing member increases their investment, the clause specifies how all parties' interests are adjusted accordingly. Its core function is to ensure fairness and transparency in the allocation of interests, preventing disputes by providing a clear mechanism for handling changes in ownership or participation.
Adjustments to Interests. The Interests of the Members shall be adjusted (i) upon the resignation or deemed resignation of a Member under Sections 3.3, 3.6(d) or 9.1 or upon the redemption of a Member’s Interest, to reflect the cancellation of the Member’s Interest, (ii) upon an election by a Non-Contributing Member to contribute less to an adopted Program and Budget than the percentage reflected by the Non-Contributing Member’s Interest, or an election by a Contributing Member to make an Excess Contribution of an Underfunded Amount, in each case as provided in Section 6.6, (iii) upon the recalculation or restoration of Interests after the completion of a Program and Budget under Section 6.7, (iv) upon the default by a Member in making its required Capital Contributions to an adopted Program and Budget, followed by a proper election by the Non-Defaulting Member under Section 3.6(c), (v) upon the Transfer by a Member of all or less than all of its Interest under Article X, and (vi) upon the issuance of additional Interests in the Company under Section 2.6. Limited Liability Company Agreement of Lookout Mountain LLC: Page 3
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Adjustments to Interests. The Interests of the Members will be adjusted (i) upon the resignation of a Member or upon the redemption of a Member’s Interest, to reflect the cancellation of the Member’s Interest, (ii) upon Transfer by a Member of all or less than all of its Interest under Article X, and (iii) upon the issuance of additional Interests in the Company under Section 2.6.
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Adjustments to Interests. The Percentage Interests of the Shareholders shall be adjusted: (i) upon the resignation or deemed resignation of a Shareholder under Sections 3.3, 3.4, 3.5 or 9.1 or upon the redemption of a Shareholder’s Company Shares, to reflect the cancellation of the Shareholder’s Company Shares; (ii) upon an election by a Non-Contributing Shareholder to fund an adopted Program and Budget in a percentage that is less than its Funding Percentage at that time (as defined herein), as provided in Section 6.6; (iii) upon the default by a Shareholder in making its required funding to an adopted Program and Budget, followed by a proper election by the Non-Defaulting Shareholder under Section 3.5; (iv) upon the Transfer by a Shareholder of all or less than all of its Company Shares under Article X; (v) upon the issuance of additional Company Shares under Section 2.6; (vi) upon the Transfer of Company Shares from Panoro to HCAC pursuant to the SPA; and (vii) upon any failure by HCAC to make the CAD$3,000,000 second payment (less USD$183,750) pursuant to Section 2.1(a)(ii) of the SPA by the date provided for therein, whereupon HCAC shall immediately transfer to Panoro such number of Company Shares comprising seventeen and three tenths (17.3%) of the issued and outstanding Company Shares.
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Adjustments to Interests. The Interests of the Members shall be adjusted (i) upon the resignation or deemed resignation of a Member under clause (i) of Section 3.2(c) or Section 9.1 or upon the redemption of a Member's Interest, to reflect the cancellation of the Member's Interest, (ii) upon completion of Phase I Earn-in under clause (i) of Section 3.2(c), (iii) upon completion or failure to complete Phase II Earn-in under clause (ii) of Section 3.2(c), (iv) upon completion or failure to complete Phase III Earn-in under clause (iii) of Section 3.2(c), (v) upon an election by a Non-Contributing Member to contribute less to an adopted Program and Budget than the percentage reflected by the Non-Contributing Member's Interest, or an election by a Contributing Member to make an Excess Contribution of an Underfunded Amount, in each case as provided in Section 6.5, (vi) upon the recalculation or restoration of Interests after the completion of a Program and Budget under Section 6.6, (vii) upon the default by a Member in making its required Capital Contributions to an adopted Program and Budget, followed by a proper election by the Non-Defaulting Member under Section 3.4(b), (viii) upon the Transfer by a Member of all or less than all of its Interest under Article VIII, and (ix) upon the issuance of additional Interests in the Company under Section 2.6. (c)
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Adjustments to Interests. In addition to the provisions of Section 3.1(a), the Interests of the Members will be adjusted (i) upon the resignation or deemed resignation of a Member under Sections 3.3, 3.5(d) or 9.1 or upon the redemption of a Member’s Interest, to reflect the cancellation of the Member’s Interest, (ii) upon an election by a Non-Contributing Member to contribute less to an adopted Program and Budget than the percentage reflected by the Non-Contributing Member’s Interest, or an election by a Contributing Member to make an Excess Contribution of an Underfunded Amount, in each case as provided in Section 6.6, (iii) upon the recalculation or restoration of Interests after the completion of a Program and Budget under Section 6.7, (iv) upon the default by a Member in making its required Capital Contributions to an adopted Program and Budget, followed by a proper election by the Non-Defaulting Member under Section 3.5(c), (v) upon the Transfer by a Member of all or less than all of its Interest under Article X, and (vi) upon the issuance of additional Interests in the Company under Section 2.6.
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Adjustments to Interests. The Interests of the Parties are subject to adjustment from time to time pursuant to Articles "15", "17", "18" and "24" hereinbelow. Any adjustment to a Party's Interest need not be evidenced during the term of this Agreement by the execution and delivery of any instrument, but each Party's Interests shall be determined from time to time by using the books of the Joint Operation kept by the Operator, but which shall be subject to review by the Management Committee and independent auditors from time to time.
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Adjustments to Interests. The Interests of the Members shall be adjusted (i) upon the resignation of a Member under Section 9.1 or upon the redemption of a Member’s Interest, to reflect the cancellation of the Member’s Interest, (ii) if BSC satisfies any of the conditions for the Earn-In Right pursuant to the Purchase Agreement, (iii) unanimous approval of the Management Committee, (iv) upon the Transfer by a Member of all or less than all of its Interest under Article X, (v) upon raising additional capital approved by the Management Committee in accordance with the terms of this Agreement involving issuance of Interests, and (vi) upon the issuance of additional Interests in the Company under Section 2.6. Notwithstanding the foregoing, ISLV’s Interest shall not be subject to Dilution until after delivery of the full Amended Purchase Price.
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Related to Adjustments to Interests

  • Adjustments to Shares If at any time while this Agreement is in effect (or Shares granted hereunder shall be or remain unvested while Recipient’s Continuous Service continues and has not yet terminated or ceased for any reason), there shall be any increase or decrease in the number of issued and outstanding Shares of the Company through the declaration of a stock dividend or through any recapitalization resulting in a stock split-up, combination or exchange of such Shares, then and in that event, the Board or the Committee shall make any adjustments it deems fair and appropriate, in view of such change, in the number of shares of Restricted Stock then subject to this Agreement. If any such adjustment shall result in a fractional Share, such fraction shall be disregarded.

  • Adjustments to Fees Notwithstanding any of the fee limitations set forth in this Article 6, commencing upon the expiration of the first year of this Agreement, and upon the expiration of each year thereafter during the Term, the then-­‐current fees set forth in Section 6.1 and Section 6.3 may be adjusted, at ICANN’s discretion, by a percentage equal to the percentage change, if any, in (i) the Consumer Price Index for All Urban Consumers, U.S. City Average (1982-­‐1984 = 100) published by the United States Department of Labor, Bureau of Labor Statistics, or any successor index (the “CPI”) for the month which is one (1) month prior to the commencement of the applicable year, over (ii) the CPI published for the month which is one (1) month prior to the commencement of the immediately prior year. In the event of any such increase, ICANN shall provide notice to Registry Operator specifying the amount of such adjustment. Any fee adjustment under this Section 6.5 shall be effective as of the first day of the first calendar quarter following at least thirty (30) days after ICANN’s delivery to Registry Operator of such fee adjustment notice.

  • Adjustments to Merger Consideration The Merger Consideration shall be adjusted to reflect fully the effect of any reclassification, stock split, reverse split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization or other like change with respect to Company Common Stock occurring (or for which a record date is established) after the date hereof and prior to the Effective Time.

  • Equitable Adjustments to Prices Whenever any provision of this Indenture requires the Company to calculate the average of the Last Reported Sale Prices, or any function thereof, over a period of multiple days (including to calculate the Stock Price or an adjustment to the Conversion Rate), or to calculate Daily VWAPs over an Observation Period, the Company will make proportionate adjustments, if any, to such calculations to account for any adjustment to the Conversion Rate pursuant to Section 5.05(A)(i) that becomes effective, or any event requiring such an adjustment to the Conversion Rate where the Ex-Dividend Date or effective date, as applicable, of such event occurs, at any time during such period or Observation Period, as applicable.

  • Adjustments to Payments (a) If any payment or benefit Executive would receive pursuant to this Agreement or otherwise, including accelerated vesting of any equity compensation (all such payments and/or benefits hereinafter, “Payment”), would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be either (x) provided to the Executive in full, or (y) provided to the Executive to such lesser extent which would result in no portion of such Payment being subject to the excise tax, further reduced by $5,000 (including such further reduction, the “Cutback Amount”), whichever of the foregoing amounts, when taking into account applicable federal, state, local and foreign income and employment taxes, such excise tax and other applicable taxes, (all computed at the highest applicable marginal rates), results in the receipt by the Executive, on an after-tax basis, of the greatest amount of the Payment, notwithstanding that all or a portion of such Payment may be subject to the excise tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Cutback Amount, reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of performance-based equity awards shall be cancelled or reduced next and in the reverse order of the date of grant for such awards (i.e., the vesting of the most recently granted awards will be reduced first), with full-value awards reduced before any performance-based stock option or stock appreciation rights are reduced; (C) health and welfare benefits shall be reduced and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced; and (D) accelerated vesting of time-based equity awards shall be cancelled or reduced last and in the reverse order of the date of grant for such awards (i.e., the vesting of the most recently granted awards will be reduced first), with full-value awards reduced before any time-based stock option or stock appreciation rights are reduced. (b) The Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder and perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which right to a Payment is triggered (if requested at that time by the Company or Executive). Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.