ADDITIONAL CONTRIBUTION OF CAPITAL Sample Clauses

ADDITIONAL CONTRIBUTION OF CAPITAL. In connection with the provisions of Section 2 hereof regarding Unaccounted Liabilities and subject to the rights of each party with respect thereto in the event either party disputes its responsibility therefore, any required additional contributions by Purchaser and Seller as the Joint Venturers of the Joint Venture shall be made in accordance with their respective percentage interests (fifty percent [50%] each); provided that to the extent any additional contributions are required, Seller's portion thereof shall be applied as an offset against the Purchase Price; provided further, that Seller's obligation to make any additional contributions shall only apply to liabilities or other obligations of the Joint Venture which accrued or arose prior to the Effective Date (October 1, 1994), Purchaser being solely responsible for such liabilities or other obligations of the Joint Venture which accrued or arose after the Effective Date. Subject to the foregoing limitations, if either Joint Venturer shall fail to contribute its share, the other Joint Venturer shall contribute pro rata, based on its respective interests, and shall be indemnified by the defaulting Joint Venturer for all amounts so contributed, with interest at the rate of ten percent (10%) per annum on the unpaid balance until paid, and all costs and expenses of collection, including attorney's fees. Any Joint Venturer, including the Liquidating Joint Venturer, shall have the right to demand that this contribution be paid to the Liquidating Joint Venturer from the other Joint Venturer to satisfy any deficiency at any time after the Joint Venturer who is so demanding has contributed the amount representing its share of the deficiency.
Sample 1
AutoNDA by SimpleDocs
ADDITIONAL CONTRIBUTION OF CAPITAL. On or prior to the Funding and Consummation Date, the STOCKHOLDERS shall cause an investment of not less than $32,300,000 (the "Capital Contribution") to be contributed to the capital account of the COMPANY. The Capital Contribution will be available in full to PC and the COMPANY on the Funding and Consummation Date. Any investor purchasing shares of COMPANY Stock pursuant to the Capital Contribution will be added to Annex III, and will receive in the Merger upon conversion of such shares of COMPANY Stock a portion of the aggregate number of shares of PC Stock set forth on Annex III equal to such investor's percentage ownership of the COMPANY Stock immediately prior to the Merger. In the event that all or part of the Capital Contribution is not invested in the COMPANY and available to the COMPANY on the Funding and Consummation Date, the aggregate number of shares of PC Stock received by the STOCKHOLDERS (as set forth on Annex III) shall be reduced by a number of shares equal to the shortfall divided by the IPO Price. The $32,300,000 amount required hereunder is based upon an IPO Price of $15 and shall be reduced or increased proportionately to the extent the IPO Price is below or above $15, respectively. In addition, for purposes of determining if such $32,300,000 Capital Contribution has been met, the STOCKHOLDERS may count discount and placement fees of up to 12% actually incurred on any sale of equity pursuant hereto up to a maximum of $3,876,000 for all sales of equity pursuant hereto.
Sample 1

Related to ADDITIONAL CONTRIBUTION OF CAPITAL

  • Return of Capital Contribution From time to time the Partnership may have cash in excess of the amount required for the conduct of the affairs of the Partnership, and the General Partner may, with the Consent of the Special Limited Partner, determine that such cash should, in whole or in part, be returned to the Partners, pro rata, in reduction of their Capital Contribution. No such return shall be made unless all liabilities of the Partnership (except those to Partners on account of amounts credited to them pursuant to this Agreement) have been paid or there remain assets of the Partnership sufficient, in the sole discretion of the General Partner, to pay such liabilities.

  • Return of Capital Contributions No Partner shall be entitled to withdraw any part of its Capital Contribution or its Capital Account or to receive any distribution from the Partnership, except as specifically provided in this Agreement. Except as otherwise provided herein, there shall be no obligation to return to any Partner or withdrawn Partner any part of such Partner’s Capital Contribution for so long as the Partnership continues in existence.

  • Status of Capital Contributions (a) No Member shall receive any interest, salary or drawing with respect to its Capital Contributions or its Capital Account, except as otherwise specifically provided in this Agreement.

  • Interest on and Return of Capital Contributions No Member shall be entitled to interest on its Capital Contribution or to return of its Capital Contribution, except as otherwise specifically provided for herein.

  • Reduction of capital The Borrower shall not redeem or purchase or otherwise reduce any of its equity or any other share capital or any warrants or any uncalled or unpaid liability in respect of any of them or reduce the amount (if any) for the time being standing to the credit of its share premium account or capital redemption or other undistributable reserve in any manner.

  • Limitations on Return of Capital Contributions Notwithstanding any of the provisions of this Article 5, no Partner shall have the right to receive and the General Partner shall not have the right to make, a distribution that includes a return of all or part of a Partner’s Capital Contributions, unless after giving effect to the return of a Capital Contribution, the sum of all Partnership liabilities, other than the liabilities to a Partner for the return of his Capital Contribution, does not exceed the fair market value of the Partnership’s assets.

  • Additional Funds and Capital Contributions .. 22 Section 4.4 Stock Option Plan................................... 23 Section 4.5 No Interest; No Return.............................. 24 Section 4.6 Conversion or Redemption of Preferred Shares........ 24

  • Composition of Capital Accounts A separate capital account shall be maintained by the Partnership for each Partner in accordance with Section 704(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulations promulgated thereunder. There shall be credited to each Partner’s capital account (i) the amounts of money contributed by the Partner to the Partnership, (ii) the fair market value of property contributed by the Partner to the Partnership (net of liabilities secured by such contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Code), and (iii) allocations to the Partner of Partnership income and gain (or items thereof), including income and gain exempt from tax, as computed for book purposes, in accordance with Treasury Regulation Section 1.704-1(b)(2)(iv)(g), as set forth pursuant to Section 5.5 of this Agreement. Each Partner’s capital account shall be decreased by (i) the amount of money distributed to the Partner by the Partnership, (ii) the fair market value of property distributed to the Partner by the Partnership (net of liabilities secured by such distributed property that such Partner is considered to assume or take subject to pursuant to Section 752 of the Code), (iii) allocations to such Partner of expenditures of the Partnership described in Section 705(a)(2)(B) of the Code, and (iv) allocations of Partnership loss and deduction (or items thereof), including loss or deduction, computed for book purposes, as described in Treasury Regulation Section 1.704-1(b)(2)(iv)(g), as set forth pursuant to Section 5.5 of this Agreement. If the General Partner also acquires a Limited Partnership Interest in the Partnership, it shall nonetheless have a single capital account that reflects both its interest as a General Partner and its interest as a Limited Partner. If a Partner owns more than one Partnership Interest, such Partner shall nonetheless have a single capital account that reflects all Partnership Interests of such Partner.

  • Transfer of Capital Accounts The original Capital Account established for each substituted Member shall be in the same amount as the Capital Account of the Member (or portion thereof) to which such substituted Member succeeds, at the time such substituted Member is admitted to the Company. The Capital Account of any Member whose interest in the Company shall be increased or decreased by means of the transfer of Shares. Any reference in this Agreement to a Capital Contribution of or distribution to a Member that has succeeded any other Member shall include any Capital Contributions or distributions previously made by or to the former Member on account of its Shares.

  • Capital Contributions Distributions 10 SECTION 5.1

Time is Money Join Law Insider Premium to draft better contracts faster.