Capital Call. In the event Bank's capital falls below the minimum requirements under Georgia law or Federal law, or falls below a higher requirement as may be determined by the Georgia Department of Banking and Finance (the "DBF") or by the Federal Deposit Insurance Corporation (the "FDIC"), the DBF or the FDIC may direct Bank and Company to require the holder to exercise or forfeit this option. Within 45 days from the date the DBF or the FDIC notifies Bank and Company, Bank and Company shall notify the holder in writing that holders of options must exercise or forfeit their option as to option shares subject to purchase at such time. Bank and Company shall cancel the option as to option shares subject to purchase at such time if the holder does not exercise the option as to all of the option shares subject to purchase at such time within 21 days of such notice to exercise given by Bank and Company, and upon such cancellation the option as to option shares subject to purchase at such time shall be of no further force and effect. Bank and Company have agreed to comply with any DBF or FDIC request that Bank and Company invoke their right to require the holder to exercise or forfeit the option under the previous circumstances.
Capital Call. Section 4.01(a).
Capital Call. The initial Investor Capital Call made by the Primary Borrower on the Investors is fully funded.
Capital Call. Subject to the approval of the Class A Member and the Class B Member (except as noted in paragraph (a) above) and to the unanimous approval of the Management Committee pursuant to Section 5.3(f), the Management Committee may from time to time, by the delivery of written notice to the Members (a "CAPITAL CALL NOTICE") require the Members, pro rata in accordance with their respective Percentage Interests, to contribute cash or other assets with a value assigned thereto which has been agreed to by all Members to the capital of the Company ("ADDITIONAL CAPITAL CONTRIBUTIONS"), all as provided for in this Section 4.5, and in accordance with the procedures set forth in Exhibit E-1. No Member may voluntarily make any Additional Capital Contributions.
Capital Call. Oak Valley shall call capital from its members prior to the Closing Date in the aggregate amount of $107,020,000 (the “Oak Valley Capital Call”) and shall promptly exercise all rights and remedies permitted under its limited liability company agreement to cause its members to contribute their respective share of the Oak Valley Capital Call prior to the Closing Date in order to satisfy the condition set forth in Section 6.2(d); provided that, in the event one or more Oak Valley members fails to fund their respective share of the Oak Valley Capital Call (such amount, the “Oak Valley Cash Shortfall”), Oak Valley shall be permitted to use its commercially reasonable discretion to determine in which order to exercise the remedies available to it under its limited liability company agreement so as to promptly cause the funding of the Oak Valley Capital Call sufficient to satisfy the Minimum Oak Valley Capital Contribution. If there exists an Oak Valley Cash Shortfall, the Closing Cash Contribution (as defined below) shall be reduced in the amount of such Oak Valley Cash Shortfall and the Exchange Consideration shall be reduced by a number of shares equal to the Oak Valley Cash Shortfall, divided by 25.98, rounded to the nearest whole share. Oak Valley shall use the proceeds of the Oak Valley Capital Call (i) to consummate any Oak Valley Interim Cash Acquisition or Oak Valley Interim Cash-Stock Acquisition, as permitted pursuant to Section 5.2(b), and (ii) to make the Closing Cash Contribution. “Closing Cash Contribution” means a cash contribution from Oak Valley to the Oak Valley Subsidiaries in an amount equal to the Oak Valley Capital Call, less the cash portion of the purchase price paid by Oak Valley prior to Closing in connection with any Oak Valley Interim Cash Acquisition or Oak Valley Interim Cash-Stock Acquisition permitted pursuant to Section 5.2(b).
Capital Call a call by the Managing Member to the Members to contribute a specified amount of money to the Company, as provided in Section 4.02.
Capital Call. In the event that the Board or the Members determine (subject to the provisions of Article 6) to further finance the Company by way of an increase in the capital of the Company, the Board or the Members, as the case may be, shall request that the Members contribute the additional capital in accordance with the LLC Agreement.
Capital Call. In the event Bank's capital falls below the minimum requirements under Georgia law or Federal law, or falls below a higher requirement as may be determined by the Office of the Comptroller of the Currency (the "OCC"), the Federal Reserve Board (the "FRB"), or the Federal Deposit Insurance Corporation (the "FDIC"), the OCC, FRB or FDIC may direct Bank and Company to require the holder to exercise or forfeit this option. Within 45 days from the date the OCC, FRB or FDIC notifies Bank and Company, Bank and Company shall notify the holder in writing that holders of options must exercise or forfeit their option as to option shares subject to purchase at such time. Bank and Company shall cancel the option as to option shares subject to purchase at such time if the holder does not exercise the option as to all of the option shares subject to purchase at such time within 21 days of such notice to exercise given by Bank and Company, and upon such cancellation the option as to option shares subject to purchase at such time shall be of no further force and effect. Bank and Company have agreed to comply with any OCC, FRB or FDIC request that Bank and Company invoke their right to require the holder to exercise or forfeit the option under the previous circumstances.
Capital Call. As of the date hereof, the Summit Funds hereby represent that in the event that (i) the Summit Funds are liable for Losses arising out of or resulting from claims set forth in Section 9.02 of the Merger Agreement, and (ii) the Indemnification Escrow Amount is insufficient to cover indemnification resulting from said Losses, each of the Summit Funds has the authority to call on the capital commitments of its limited partners in order to fund its portion of the indemnification obligation and the limited partners of each of the Summit Funds are contractually obligated to fund their pro-rata percentage of any such capital call.
Capital Call. If the management of the corporation determines that a capital call will be required to meet the needs of the business of the corporation, a proposal may be made to the board of directors, who may pass a resolution requiring a capital call from all the shareholders, and the issuance of new shares in connection to the capital call will be subject to the pre-emptive rights set out in the share transfer provisions of this agreement at set out at Schedule “G”: Share Transfer.
