Additional Capital. The Member shall not be obligated to make any Capital Contributions other than the initial Capital Contributions specified in Section 3.2.
Additional Capital. Capital Contributions may be amended from time to time, according to the requirements of the Partnership provided that the interests of the Partners are not affected, except with the unanimous consent of the Partners. No Partner will be required to make Additional Capital Contributions.
Additional Capital. For a Member, except as otherwise provided in this Agreement, the sum of all capital contributions made by such Member under this Agreement other than Crescent’s Initial Capital and CNL’s Initial Capital. “Additional Capital” shall not include any Member Loan. Additional Capital Request Date. As described in Section 4.5(b).
Additional Capital. If the Company requires additional capital beyond the “Loans” described in subsection (b) below, each Member shall also contribute, to the Company, the difference between his/its capital contribution set forth above and the total amount of the approved (such approval to require the unanimous consent of the Members) budget for the acquisition, construction, renovation, pre-opening and working capital of the restaurant(s) contemplated herein.
Additional Capital. (a) In the event the Board approves a request for additional capital from the Members, either in the form of a Capital Loan or Capital Contribution (a “Capital Call”), in accordance with Section 6.7(b) or Section 6.8(a), as the case may be, the Company shall request by written notice that the Members contribute to the Company such additional capital, in proportion to their respective Percentage Interests, as authorized by the Board on not less than five (5) Business Days’ prior notice to the Members or such lesser period as the Members may agree. The notice (the “Capital Call Notice”) shall be sent to all Members and (A) in the case of a Capital Contribution, shall specify (i) the amount of funds to be contributed by each Member, which shall be in proportion to the respective Percentage Interests of the Members determined, in each case, as of the date immediately prior to the Capital Call (each, an “Additional Capital Contribution”), (ii) the date on which funds are to be provided (the “Capital Call Date”) and (iii) the account of the Company to which such funds are to be transmitted, and (B) in the case of a Capital Loan, shall specify (i) the amount of funds to be lent by each Member, which shall be in proportion to the respective Percentage Interests of the Members determined, in each case, as of the date immediately prior to the Capital Call (each, an “Additional Capital Loan”), (ii) the Capital Call Date, (iii) the terms and conditions of such Additional Capital Loan, including the interest rate and maturity date thereof, which shall be identical (other than with respect to amount) for each Member and (iv) the account of the Company to which such funds are to be transmitted. Unless otherwise agreed by the Members, all Additional Capital shall be in cash or immediately available funds. Additional Capital Loans shall be deemed to have been made on the same date if a Member shall have funded such Additional Capital Loan on or before the Capital Call Date.
(b) For so long as any Capital Loans remain outstanding, and after payment in full of all principal of, and accrued but unpaid interest on, any Cash Shortfall Loan, all amounts otherwise available for distribution from the Company to the Members (whether before or after the Liquidation of the Company) shall be paid to the Members, if at all, first to repay such Capital Loans until the principal amount thereof and all interest accrued thereon have been paid in full to the lending Members. Payments in res...
Additional Capital. Except as otherwise provided in Section 3.1 with respect to the General Partner, no Partner shall be assessed or required to contribute additional funds or other property to the Partnership. If and as the General Partner or any other Partner makes additional Capital Contributions to the Partnership, each such Contributing Partner shall receive additional Units or other Partnership Interests as provided for in Section 3.1. The General Partner shall also have the right (but not the obligation) to raise any additional funds required for the Partnership by lending funds to the Partnership, or by causing the Partnership to borrow funds from third parties or other members of the Bradxxx Xxxup, on such terms and conditions as the General Partner shall deem appropriate in its sole discretion. If the General Partner elects to cause the Partnership to borrow funds, it may cause one or more of the Partnership's assets to be encumbered to secure the loan. No Limited Partner shall have the right to contribute additional Capital Contributions to the Partnership without the prior written consent of the General Partner.
Additional Capital. Except as set forth herein, no Member shall be obligated to contribute any additional capital to the Company.
Additional Capital. (a) Notwithstanding any other provision of this Agreement, if the Board, in exercise of good faith and in its reasonable judgment, determines that the Company requires additional funds and such funds cannot be obtained from banks or other financial institutions on reasonable arms-length commercial terms (or terms that are more favourable to the Company than reasonable arms-length commercial terms) and without guarantees of or recourse to, the Shareholders or any Person not dealing at arm's length with any shareholder, the Board may request, by issuance of a notice (the "FUNDING NOTICE") to all the shareholders of the Company, to contribute, within 90 Business Days after the issuance of the Funding Notice (the "FUNDING PERIOD"), additional capital to the Company, on a pro rated basis depending upon the number of voting equity shares of the Company then held by such shareholders, by way of subscription for additional voting equity shares in accordance with Section 81(1) of the Act or provide a loan to the Company, all as determined by the Board and set forth in the Funding Notice.
(b) If additional capital is to be contributed pursuant to Clause 3.2(a) by way of subscription for additional voting equity shares of the Company, then the subscription price for each such additional voting equity shares shall be determined by the Board and set out in the Funding Notice. The Company shall, promptly upon the receipt of such subscription price, issue to its shareholders the appropriate number of voting equity shares based upon the payment received from each such Shareholder. Such voting equity shares shall rank pari passu with the existing Shares in all respects except for the purposes of dividend that shall be pro rated to the period for which such newly issued shares are in existence.
(c) If any offer to subscribe for voting equity shares of the Company pursuant to Clause 3.2(a) (such offer, the "RIGHT") includes a right to renounce the Right in favour of any other Person, then, no Shareholder shall renounce such Right in favour of any other Person (other than an Affiliate of the renouncing Shareholder) without first giving the other Shareholder a reasonable opportunity to acquire such Right, either directly or through its nominees on the same terms and conditions that such Right is proposed to be renounced in favour of any other Person (other than an Affiliate of the renouncing Shareholder).
(d) Any Person other than a Party hereto, who acquires any Shares pursua...
Additional Capital. (a) Immediately following the Closing, the Majority Stockholders, either directly or through one or more designees thereof (for the purposes of this Section 12, "Financial Advisor") and the management of the combined companies shall use their best efforts to obtain, through one or more private placements of unregistered equity securities of HWWI, and on terms and conditions satisfactory to the Seller, an investment in HWWI of not less than $1,000,000, $500,000 of which shall be made not later than thirty days after Closing (the "First Investment") and the balance of which shall be made not later than ninety days after Closing (the "Second Investment").
(b) GEM Global Yield Fund (or its designees(s)), collectively referred to as "GEM") will be entitled to receive warrants in the form of Exhibit B (the "Warrants") to purchase up to 1,000,000 shares of Common Stock, exercisable at a price of $1.00 per share, as compensation for acting as an advisor to PIP with respect to this transaction. The Warrants will be issued in units of 100,000 shares of Common Stock and will be held in escrow by Morrison Cohen Singer & Weinstein, LLP in accordance with the terms ox xxx Xxrxxxx Escrow Agrxxxxxx xx the form of Exhibit C. GEM agrees that neither the Warrants nor any shares of Common Stock issuable upon exercise of the Warrants may be sold prior to the second anniversary of Closing, except with the express written permission of the Board of Directors of HWWI and such shares shall be placed and held in escrow in accordance with the Restricted Stock Escrow Agreement in the form of Exhibit D (the "Restricted Stock Escrow Agreement").
(c) The right of GEM to receive all or any portion of the first 500,000 Warrants shall expire in the event that the First Investment is not completed within 30 days of Closing (the "First Expiration Date") and the right of GEM to receive all or any portion of the remaining 500,000 Warrants shall expire in the event the Second Investment is not completed within 90 days of Closing (the "Second Expiration Date"). The expiration of such right to receive Warrants shall be made on a pro rata basis in proportion to the amount, if any, of the First Investment or the Second Investment actually made into HWWI on or prior to such dates. Accordingly, if an aggregate of $700,000 is invested 60 days after Closing, GEM would not be entitled to receive any portion of the first 500,000 Warrants as the First Investment was not completed prior to the First Expira...
Additional Capital. At or prior to the Closing, the ------------------ Company shall have (a) received and made available to Kaire, at or prior to the Closing, capital in the amount of $1,000,000 (including the $700,000 loaned to Kaire in accordance with Section 8.9 above) from the sale of the Company's Convertible Notes or other form of investment, (b) received a written commitment to provide, on or before December 25, 1997, additional capital to the Company in the amount of $500,000 by the purchase of the Company's Convertible Notes or other form of investment, (c) received a written commitment to provide, on or before January 15, 1998, additional capital to the Company in the amount of $500,000 by the purchase of the Company's Convertible Notes or other form of investment, and (d) received a written commitment to provide, on or before February 15, 1998, additional capital to the Company in the amount of $1,000,000 by the purchase of the Company's Convertible Notes or other form of investment.
