Agreed Capital Contributions Clause Samples
The Agreed Capital Contributions clause defines the specific amounts of money or assets that each party commits to provide to a business or partnership. It typically outlines when and how these contributions must be made, and may specify the form of the contributions, such as cash, property, or services. This clause ensures that all parties are clear on their financial obligations, helping to prevent disputes and ensuring the business is adequately funded from the outset.
Agreed Capital Contributions. Each initial Member agrees to contribute to the capital of the Company the contribution set forth opposite such Member’s name on the attached Exhibit “A”. Any Person issued a membership interest in the Company after the formation of the Company shall contribute to the capital of the Company the contribution, if any, approved as provided in Section 2.2. A Person’s obligation to contribute to the capital of the Company may be released or settled only by the affirmative vote or Written consent of all Members.
Agreed Capital Contributions. (a) If:
(i) Cosan and Shell agree that the Sugar and Ethanol Co requires further equity capital;
(ii) either Cosan or Shell, together with a majority of the Executive Board, reasonably determines that it is likely that the Sugar and Ethanol Co will default on any of its material debt obligations and/or become unable to pay its debts as they fall due or is otherwise determined to be insolvent, in each case, within 90 days, and therefore requires further equity capital; or
(iii) after completion of the Shell Partial Call Option, but before any completion of the Cosan Partial Call Option (in each case, as defined in the Joint Venture Agreement), the Supervisory Board determines that the Sugar and Ethanol Co requires further equity capital based on the then current Business Plan or due to any unforeseen capital requirement (including a potential default or insolvency event within 90 days) that may arise after the preparation of such Business Plan (in this latter case, as determined by the Supervisory Board); then the Sugar and Ethanol Co shall immediately serve notice on Cosan and Shell requiring a capital contribution, by way of subscription for common shares by Cosan and Shell in equal proportions, in an amount, in the case of the scenario contemplated in paragraph (i) above, as agreed between Cosan and Shell, in the case of the scenario contemplated in paragraph (ii) above, the minimum amount that such parties agree would be reasonably necessary to ensure that the Sugar and Ethanol Co remains solvent for the following 12 month period or, in the case of the scenario contemplated in paragraph (iii) above, pro rata between Cosan and Shell in accordance with their holdings of common shares in the Sugar and Ethanol Co at such time and in the manner contemplated by Section 9.04(d).
(b) In the circumstances contemplated by paragraphs (i) or (ii) of Section 9.04(a), if either Cosan or Shell (the “Non-Participating Party”) does not, within 20 Business Days of the capital call (the “Deadline”), confirm in writing it will make such a contribution in full or confirms that it will make a contribution in part, the other (the “Participating Party”) will be entitled to subscribe for additional shares equal in value to the amount of the Non-Participating Party’s shortfall. Within 30 days of the lapse of the Deadline, the Non-Participating Party will only be entitled to: (i) vote the JV Securities then Beneficially Owned by it at any Shareholders’ Meeting with respect to tho...
Agreed Capital Contributions. The Member shall contribute to the capital of the Company the contribution set forth opposite such Member’s name on the attached Exhibit “A”.
Agreed Capital Contributions. (a) If the Shareholders mutually agree that (i) additional funding is required by the Company and (ii) the additional funding required by the Company cannot reasonably be obtained from Debt Financing or other sources from Third Parties (such as banks) on reasonable terms and within the period reasonably necessary, the Shareholders can make Capital Contributions to the Company pro rata to their ownership of Shares (each such pro rata Capital Contribution, an “Agreed Contribution”).
(b) All Agreed Contributions shall be funded on or prior to a date mutually agreed upon by the Shareholders (with respect to Agreed Contributions, the “Funding Date”). Each Shareholder shall be required to fund, by no later than the applicable Funding Date, the entire portion, and not less than the entire portion, of its Agreed Contributions, to an account specified by the Company. The Company shall deliver a notice with respect to the Agreed Contribution to each Shareholder in accordance with the timelines prescribed by Law and in any case no later than fifteen (15) days prior to the corresponding Funding Date; provided that if the notice is not timely delivered, then the corresponding Funding Date will be extended to the date that is fifteen (15) days following the date on which such notice is delivered.
Agreed Capital Contributions. (a) The Original Members have heretofore made the Capital Contributions to the Company and received the Units, as provided in the Original Agreement and as set forth in Exhibit A-1.
(b) Each of the Members agrees to purchase on March 9, 2015, one-half of the number of Units set forth opposite its respective name in Exhibit A-2 for a cash purchase price of $596 per Unit by wire transfer of immediately available funds to a Company account specified in writing by the Sole Manager to the Members.
(c) Each of the Members agrees to purchase on May 29, 2015, or such earlier date as shall be mutually agreed upon by the Members, one-half of the number of Units set forth opposite its respective name in Exhibit A-2 for a cash purchase price of $596 per Unit by wire transfer of immediately available funds to a Company account specified in writing by the Sole Manager to the Members.
Agreed Capital Contributions. The member contributes to the Company's capital, which is set in contrast to the name of the Member at the attached exhibition A. 4.2. Additional capital contributions. The participant may, but is not obliged, to make additional contributions to the Company's capital. Article 5 Taxation and Distribution 5.1. Tax status. At all times, when the Company has only one Member (who owns 100% of the Company's membership interest), it is the Member's intention that the Company be ignored as a legal entity separate and separate from the Member for Federal, and, to the extent applicable, state, local and foreign income tax purposes. Article 6 Distribution 6.
Agreed Capital Contributions. As of the Effective Date, the Members have made certain agreed Capital Contributions. Any Person issued a membership interest in the Company after the Effective Date shall contribute to the capital of the Company the contribution, if any, approved as provided in Section 2.2. A Person’s obligation to contribute to the capital of the Company may be released or settled only by the affirmative vote or Written consent of all Members.
Agreed Capital Contributions. Each initial Member shall contribute to the capital of the 302 Company the contribution set forth opposite such Member’s name on the attached Exhibit “A”. 303 304 Any Person issued a membership interest in the Company after the formation of the Company shall contribute to the capital of the Company the contribution, if any, approved as provided in Section 2.2. Commented [DT50]: QUESTION: What would happen if the Company issued a membership interest after the formation of the Company but the “issue-ee” didn’t make the capital contribution? QUESTION: Could that situation be provided for in the issuance document itself? 305 A Person’s obligation to contribute to the capital of the Company may be released or settled only 306 by the affirmative vote or Written consent of all Members.