Capital Contributions and Issuance of Units Sample Clauses

Capital Contributions and Issuance of Units. Each Member and Series A Preferred Owner shall contribute, has contributed, or is committed to contribute the contribution amount, as set forth next to such Member’s or Series A Preferred Owner’s name on Exhibit “A” hereto as the Member’s or Series A Preferred Owner’s Capital Contribution. Each Member’s or Series A Preferred Owner’s Capital Contribution and the number and class of Units owned by each Member or Series A Preferred Owner shall be reflected on the books and records of the Company. All calls for payment of additional Capital Contributions, other than the initial Capital Contributions, will be made in accordance with Section 9.2. The issuance of Units is reflected and set forth in Exhibit “A”. The Company shall pay Alcentra a closing fee equal to one percent (1%) of all amounts funded as part of its initial Capital Contribution, which closing fee shall be paid in cash and fully earned at the time of such funding. Notwithstanding anything to the contrary in this Agreement, each of the Members and the Series A Preferred Owners hereby acknowledges and agrees that up to $3,981,543.39 of the proceeds of the Series A Preferred Units may be distributed or otherwise used to make payments to Holdings and its Subsidiaries in the Qualified Reorganization.
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Capital Contributions and Issuance of Units. (a) Initial Issuances of Common Units. Prior to or contemporaneously --------------------------------- with the execution of this Agreement, each Member set forth on the attached Schedule of Units as holding Common Units has made Capital Contributions to the ----------------- Company in the aggregate amount set forth opposite such Member's name on the attached Schedule of Units in exchange for, and the Company has issued to such ----------------- Member, the number of Common Units set forth opposite such Member's name on the attached Schedule of Units. ----------------- (b) Initial Issuances of Preferred Units. Prior to or ------------------------------------ contemporaneously with the execution of this Agreement, each Member set forth on the attached Schedule of Units as holding Preferred Units has, pursuant to the ----------------- Equity Purchase Agreement, made Capital Contributions to the Company in the aggregate amounts set forth opposite such Member's name on the attached Schedule -------- of Units with respect to, and the Company has issued to such Member, the -------- respective number of Series A Preferred Units and Series B Preferred Units set forth opposite such Member's name on the attached Schedule of Units. ----------------- (c) Additional Issuances of Common Units to Key Employees. ----------------------------------------------------- (i) 100 of the Company's authorized but unissued Common Units (30 of which shall be Performance-Vesting Securities and 70 of which shall be Non-Performance-Vesting Securities) are reserved for issuance pursuant to this Section 2.2(c). -------------- (ii) From time to time on or after the date hereof, the Board of Managers may approve the offer and issuance of such authorized but unissued Common Units to management or other key employees (each a "Key Employee") ------------ of the Company and its Subsidiaries. The Company's senior management shall make recommendations to the Board of Managers concerning, and the Board of Managers shall have sole and complete power and discretion to approve and determine, which Key Employees shall be offered such Common Units, the number of Common Units to be offered and issued to each such purchasing Key Employee, and the purchase price to be paid for the Common Units issued to each such purchasing Key Employee. None of the Common Units reserved for issuance pursuant to this Section 2.2(c) shall be offered or issued to any -------------- Person without the prior approval of the...
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Capital Contributions and Issuance of Units. Upon the signing of this Agreement, each Member shall contribute the amount of money set forth on Exhibit A to the Company's capital. Each Unit shall represent a capital contribution of Six Dollars and Forty-
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Capital Contributions and Issuance of Units. Upon the signing of this Agreement, each Member shall contribute the amount of money or number of Warrants set forth on Exhibit A to the Company's capital. Each Unit shall represent a capital contribution of One Dollar ($1.00) and the Warrant contributions shall be valued at the amount of taxable income recognized by the contributing Members upon receipt of such Warrants. No further capital contributions shall be required of the Members, provided, however, that (i) in the event that the Manager determines that the Warrants should be exercised in a manner that requires the payment of a cash exercise price, each Member that contributed Warrants shall contribute, upon ten (10) days' advance written notice, cash to the Company in an amount necessary to fund the exercise price of the Warrants contributed by that Member and (ii) at the final liquidation and winding up of the Company, the Manager shall contribute to the Company's capital the amount, if any, of the Overdistribution.
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Capital Contributions and Issuance of Units 
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Related to Capital Contributions and Issuance of Units

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

  • Capital Contributions and Distributions The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes.

  • Capital Contributions of the Partners (a) The General Partner and Initial Limited Partner have made the Capital Contributions as set forth in Exhibit A to this Agreement. (b) To the extent the Partnership acquires any property by the merger of any other Person into the Partnership or the contribution of assets by any other Person, Persons who receive Partnership Interests in exchange for their interests in the Person merging into or contributing assets to the Partnership shall become Partners and shall be deemed to have made Capital Contributions as provided in the applicable merger agreement or contribution agreement and as set forth in Exhibit A, as amended to reflect such deemed Capital Contributions. (c) Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately exchanges, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on any Partner’s Percentage Interest. (d) The number of Partnership Units held by the General Partner, in its capacity as general partner, shall be deemed to be the General Partner Interest. (e) Except as provided in Sections 4.2 and 10.5, the Partners shall have no obligation to make any additional Capital Contributions or provide any additional funding to the Partnership (whether in the form of loans, repayments of loans or otherwise) and no Partner shall have any obligation to restore any deficit that may exist in its Capital Account, either upon a liquidation of the Partnership or otherwise.

  • Members Capital Contributions a) Single-Member Capital Contributions (Applies ONLY if Single-Member): The Member may make such capital contributions (each a “Capital Contribution”) in such amounts and at such times as the Member shall determine. The Member shall not be obligated to make any Capital Contributions. The Member may take distributions of the capital from time to time in accordance with the limitations imposed by the Statutes. b) Multi-Member (Applies ONLY if Multi-Member): The Members have contributed the following capital amounts to the Company as set forth below and are not obligated to make any additional capital contributions:

  • Capital Contributions Distributions 17 TABLE OF CONTENTS (continued)

  • Capital Contributions and Accounts 12 4.1 Capital Contributions..........................................................................12 4.2 Additional Capital Contributions and Issuances of Additional Partnership Interests.............12 4.3

  • Capital Contributions and Capital Accounts (a) The capital contributions of each party shall be all amounts paid by it pursuant to the Agreement. With respect to each oil and gas property and the related assets subject to the Agreement, each party shall be treated as having contributed to the tax partnership an amount of cash equal to such party's share of any Lease acquisition or other property costs and the tax partnership shall be treated as having purchased such property from the party to whom such amounts are paid. (b) An individual capital account shall be maintained for each party in accordance with the following: (i) The capital account of each party shall, except as otherwise provided herein, be (A) credited by the amount of cash and fair market value of any property contributed to the tax partnership (net of any liabilities assumed by the parties hereto or to which such property is subject at the time of contribution) as provided in subparagraph (a) of this paragraph 4, and (B) credited with the amount of any item of taxable income or gain and the amount of any item of income or gain exempt from tax allocated to such party. (ii) The capital account of each party shall be debited by (A) the amount of any item of tax deduction or loss allocated to such party, (B) such party's allocable share of expenditures not deductible in computing taxable income and not properly chargeable as capital expenditures, including any non-deductible book amortizations of capitalized costs, and (C) the amount of cash or the fair market value of any property (net of any liabilities assumed by such party or to which such property is subject at the time of distribution) distributed to such party (after making the adjustment provided in subparagraph (b)(iii) in this paragraph 4). (iii) Immediately prior to any distribution of property that is not pursuant to a liquidation of the tax partnership, the parties' capital accounts shall be adjusted by assuming that the distributed assets were sold for cash at their respective fair market values as of the date of distribution and crediting or debiting each party's capital account with its respective share of the hypothetical gains or losses resulting from such assumed sales determined in the same manner as gains or losses provided for under paragraphs 4(b)(iv) and 6 for actual sales of such properties. (iv) The allocation of basis prescribed by Section 613A(c)(7)(D) of the Code and provided for in paragraph 6 hereinbelow and each party's depletion deductions shall not reduce such party's capital account, but such party's capital account shall be decreased by an amount equal to the product of (A) the depletion deductions that would otherwise be allocable to the tax partnership in the absence of Section 613A(c)(7)(D) of the Code (computed without regard to any limitations which theoretically could apply to any party) and (B) such party's percentage share of the adjusted basis of the property with respect to which such depletion is claimed (herein called "Simulated Depletion"). The tax partnership's basis in any oil or gas property, as adjusted from time to time for Simulated Depletion, is herein called "Simulated Basis." No party's capital account shall be decreased, however, by Simulated Depletion deductions attributable to any depletable property to the extent such deductions exceed such party's remaining Simulated Basis in such property. Upon the sale or other disposition of an interest in a depletable property, each party's capital account shall be credited with the gain ("Simulated Gain") or debited with the loss ("Simulated Loss") determined by subtracting from its allocable share of the amount realized on such sale or disposition its Simulated Basis, as adjusted by Simulated Depletion. (v) Any adjustments of basis of property provided for under Sections 734 and 743 of the Code and comparable provisions of state law (resulting from an election under Section 754 of the Code or comparable provisions of state law) shall not affect the capital accounts of the parties, and the parties' capital accounts shall be debited or credited as if no such election had been made unless otherwise required by applicable Treasury Regulations. (vi) Capital accounts shall be adjusted, in a manner consistent with subparagraph (b) of this paragraph 4, to reflect any adjustments in items of income, gain, loss or deduction that result from amended returns filed by the tax partnership or pursuant to an agreement with the Internal Revenue Service or a final court decision. (vii) In the case of property contributed to the tax partnership by a party, the parties' capital accounts shall be debited or credited for items of depreciation, Simulated Depletion, amortization and gain or loss with respect to such property computed in the same manner as such items would be computed if the adjusted tax basis of such property were equal to its fair market value on the date of its contribution to the tax partnership, in lieu of the capital account adjustments provided above for such items, all in accordance with Section 704(c) of the Code and Treasury Regulation 1.704-1(b)(2)(iv)(g).

  • Additional Capital Contributions No Member shall be required to make additional capital contributions. A Member may make additional capital contributions to the Company.

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

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