Capital Call Pack Sample Clauses

Capital Call Pack. On the Closing Date each Loan Party shall, and if requested by Administrative Agent thereafter promptly (and in any event with three (3) Business Days of request), deliver copies (which may be provided in paper or electronic format as determined by the Administrative Agent, in its reasonable discretion) of each Governing Agreement, Constituent Document, Subscription Agreement, Side Letter and any other documents which the Administrative Agent may reasonably request to ensure that all of the conditions to drawdowns required under Section 4.3 of the Initial Included Investors’ Subscription Agreements may be satisfied by the Administrative Agent in the event it requires to issue a Capital Call (the “Capital Call Pack”), to outside counsel to the Administrative Agent or to the Administrative Agent (as applicable). With respect to each Capital Call Pack that has been previously delivered to outside counsel to the Administrative Agent or to the Administrative Agent (as applicable) pursuant to the terms hereof, each Loan Party shall promptly (and in any event with three (3) Business Days of the amendment, restatement, modification or supplementation of any document included in the Capital Call Pack) deliver such amended, restated, modified or otherwise supplemented documentation to ensure that outside counsel to the Administrative Agent or the Administrative Agent (as applicable) possesses all documentation necessary to satisfy the conditions to drawdown set out in Section 4.3 of any Investor’s Subscription Agreement.
Sample 1Sample 2
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Capital Call Pack. On the Closing Date each Credit Party shall, and if requested by Administrative Agent thereafter promptly (and in any event with five (5) Business Days of request), deliver copies (which may be provided in paper or electronic format as determined by the Administrative Agent, in its reasonable discretion) of each Governing Agreement, the Management Agreement, the applicable Subscription Agreements, the applicable Side Letters and any other documents which the Administrative Agent may reasonably request to ensure that all of the conditions to each Drawdown required under Section 4.3 of an Initial Specified Investors’ Subscription Agreement (and any other Investor with similar provisions in their Subscription Agreements) may be satisfied by the Administrative Agent in the event it requires to issue a Drawdown Notice (the “Capital Call Pack”), to outside counsel to the Administrative Agent or to the Administrative Agent (as applicable). With respect to each Capital Call Pack that has been previously delivered to outside counsel to the Administrative Agent or to the Administrative Agent (as applicable) pursuant to the terms hereof, each Credit Party shall promptly (and in any event with five (5) Business Days of the amendment, restatement, modification or supplementation of any document included in the Capital Call Pack) deliver such amended, restated, modified or otherwise supplemented documentation to ensure that outside counsel to the Administrative Agent or the Administrative Agent (as applicable) possesses all documentation necessary to satisfy the conditions to each drawdown set out in Section 4.3 of any Investor’s Subscription Agreement at all times.
Sample 1

Related to Capital Call Pack

  • Capital Calls (i) After the Effective Date, the CORR Managers, may, in their sole discretion, determine that additional Capital Contributions are necessary for the conduct of the Company’s business (any such additional Capital Contributions called from the Capital Members by the Board, being hereinafter referred to as an “Additional Call Amount”). In connection with determining that an Additional Call Amount is necessary, the CORR Managers shall (A) issue Class B-1 Units (the “Additional Call Units”) to the Capital Members in the event such Capital Members actually fund Capital Contributions in respect of such Additional Call Amount (the “Contributing Members”) and (B) determine the Fair Market Value of each Class B-1 Unit of such Additional Call Units (the “Additional Call Unit FMV”). Xxxxx shall have the right to acquire such Additional Call Units in an amount equal to (i) the number of Additional Call Units offered multiplied by (ii) a fraction (A) the numerator of which is the number of Class C-1 Units held by Xxxxx and (B) the denominator of which is the number of Class C-1 Units held by all Members (for each Capital Member, the “Class C-1 Ratio”). Should Xxxxx desire to exercise such right, Xxxxx shall give notice thereof to the Company within thirty (30) days following receipt of a notice from the Company of its intent to issue Additional Call Units (a “Preemptive Right Response”). Absent receipt of a Preemptive Right Response from Xxxxx within such 30-day period, the Company shall be entitled to assume that such Member has elected not to exercise its rights under this Section 3.3. (ii) Upon the funding of any Capital Contribution by a Contributing Member, such Contributing Member shall be issued a number of Additional Call Units equal to the amount of the Capital Contribution made by such Member divided by a price per Additional Call Unit equal to the Additional Call Unit FMV. Exhibit A and the books and records of the Company shall be thereafter amended accordingly to reflect the funding of any Capital Contributions by a Contributing Member and the issuance of any Units in connection therewith, including any upward or downward adjustments to the Sharing Ratios of the Members in the event a Member does not elect to make a Capital Contribution and a Contributing Member increases its Capital Contribution amount in accordance with Section 3.3(b)(i).

  • Capital Changes Until the one year anniversary of the Closing Date, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Shares.

  • Capital Commitments (a) The Partnership may from time to time, in the discretion of the Managing General Partner, issue additional Partnership Units and admit additional Limited Partners to the Partnership. Any Person that acquires Partnership Units for cash (an “Investor”) will acquire such Units pursuant to an agreement (a “Subscription Agreement”) between such Investor and the Partnership pursuant to which such Investor agrees to acquire, and the Partnership agrees to issue, Partnership Units in exchange for Capital Contributions in cash on such terms and conditions as are provided in this Agreement and as may be provided in such Subscription Agreement. A Subscription Agreement shall become effective as of the date it has been executed and delivered by the Investor party thereto and accepted by the Managing General Partner on behalf of the Partnership. Units issuable pursuant to a Subscription Agreement may be issuable in installments, with each installment being issuable, and the Capital Contribution therefor being payable, in accordance with calls for capital (“Capital Calls”) issued pursuant to written notice (the “Capital Call Notice”) to the Investor party to such Subscription Agreement. The total purchase price payable by any Investor under a Subscription Agreement for the Units issuable pursuant thereto is referred to as such Investor’s “Capital Commitment”. Each Investor which acquires any Units pursuant to a Subscription Agreement shall be deemed to be admitted to the Partnership as a Partner immediately upon the payment of the purchase price for the first Units so issued to such Investor. The aggregate amount of Capital Contributions made by a Partner (in cash or property) is referred to herein as such Partner’s “Funded Commitment”, and the portion of the Capital Commitment provided for in any Subscription Agreement that remains unpaid after any closing of a purchase and issuance of Units thereto shall be referred to as the “Unfunded Commitment” of the Partner party to such Subscription Agreement. Except as provided in Section 11.4(c), in no event will any Partner be required to contribute any capital to the Partnership in excess of such Partner’s Capital Commitment. (b) If at any time the Managing General Partner determines to raise capital by issuing Capital Calls to Partners having Unfunded Commitments, it shall generally issue such Capital Calls pro rata to each such Partner in proportion to the Unfunded Commitment of each such Partner. However, the Managing General Partner may, in its discretion, issue Capital Calls other than pro rata to the extent required by the terms of any Subscription Agreement or other agreement between the Partnership or the Managing General Partner and one or more Partners, or if the Managing General Partner otherwise deems it advisable to issue Capital Calls in some manner other than pro rata (for example, to assist in achieving or maintaining the status of any REIT in which the Partnership has a direct or indirect interest as a “domestically controlled” REIT). Each Capital Call Notice issued by the Managing General Partner shall specify the account to which Capital Contributions are to be delivered pursuant thereto and the date on which such Capital Contributions are due (“Payment Date”), which date shall be no sooner than ten Business Days after the date such Capital Call Notice is issued. All Capital Contributions made on or before the Payment Date specified in a Capital Call Notice shall be deemed to have been made on such Payment Date.

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