Capital Call. The initial Investor Capital Call made by the Primary Borrower on the Investors is fully funded.
Capital Call. Section 4.01(a).
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. 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. 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 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. 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. 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. The Board shall provide a notice (a “Capital Call Notice”) to the Members promptly after it determines that the Company or its Subsidiaries require funds in addition to their available cash to pay or otherwise discharge or settle their obligations. A Capital Call Notice will state:
(i) the amount of funds to be contributed to the capital of the Company (“Additional Capital Contribution”);
(ii) the proposed use for the Additional Capital Contribution;
(iii) the aggregate Percentage Interests that are represented by such Additional Capital Contributions; and
(iv) the date (“Capital Call Funding Date”) that the Members shall fund their pro rata share of the Additional Capital Contribution (determined on the basis of their respective Percentage Interests as of the date of the Capital Call Notice), which date shall not be earlier than fourteen (14) days after the date that the Capital Call Notice is delivered, provided that if the Additional Capital Contribution is required to pay an Emergency Expenditure, then the Capital Call Funding Date may be any date that from and after two (2) business days after the date that the Capital Call Notice is delivered.
Capital Call. If, at any time and from time to time, the Board of Managers determines that the Company requires funds in addition to the then unborrowed Maximum Committed Amount (as defined by the RSI Subordinated Note) and cash on hand for the Company to conduct its business and affairs (the "Necessary Funds"), then prior to the Company issuing any equity interest in, or equity security of, the Company to any person who is not a Member, a notice shall be given to all Members (a "Capital Call Notice") stating the terms and conditions of the offering of additional membership interest (the "Additional Interests") to the Members, the amount of the Necessary Funds required and all other relevant information regarding the intended use of such Necessary Funds.
