Capital Contributions and Units Sample Clauses

Capital Contributions and Units. Section 4.1 Initial Member, Transfer of Units and Admission of Members. (i) Initial Member has conveyed the Company Property to the Company in exchange for all 25 Units. It is anticipated that there will be at most 25 Members of the Company, other than Initial Member, each holding one Unit. (ii) Notwithstanding anything herein to the contrary, Initial Member may sell the Units it holds to subsequent purchasers and such purchasers, upon executing a counterpart signature page to this Agreement, shall become Members. Such sale by Initial Member may occur without compliance with any of the provisions of Article 12 dealing with transfers of Units except that Initial Member and the transferee shall file with the Company a duly executed and written instrument of transfer approved by the Manager and Initial Member and transferee shall execute, acknowledge and deliver such additional instruments as the Manager deem necessary or desirable.
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Capital Contributions and Units. 3.1 Capital Contributions and Certain Transfers of Units 3.1.1 CII or an Affiliate of CII. (a) On May 25, 1999, CII contributed its entire one hundred percent (100%) limited liability company interest in Charter Communications Holdings, LLC, a Delaware limited liability company, to the Company in exchange for Two Hundred Seventeen Million Five Hundred Eighty-Five Thousand Two Hundred Forty-Six (217,585,246) Class A Common Units. (b) In August and September 1999, Vulcan Cable contributed cash and assets valued in the aggregate (net of liabilities), at the time of the contributions, at One Billion Three Hundred Twenty-Five Million Dollars ($1,325,000,000) in exchange for Sixty-Three Million Nine Hundred Seventeen Thousand Twenty-Eight (63,917,028) Class A Common Units. (c) On the Class B Common Measuring Date, Vulcan Cable contributed an additional Seven Hundred Fifty Million Dollars ($750,000,000) in cash to the Company in exchange for Forty-One Million One Hundred Eighteen Thousand Four Hundred Twenty-One (41,118,421) additional Class A Common Units. (d) Upon a Rxxxxx Holder’s exercise of its put right under the Rxxxxx Put Agreement pursuant to which the Company is required to redeem Class A Preferred Units from such Rxxxxx Holder, if requested by the Manager in a prompt written notice to CII, CII or, at CII’s discretion, its Affiliate (other than PublicCo) shall contribute to the Company, in exchange for additional Class A Common Units, an amount of cash equal to the amount that the Company is required to pay such Rxxxxx Holder for its Class A Preferred Units being redeemed and all Common Units will be diluted on a proportional basis. In return for CII or its Affiliate’s Capital Contribution under this Section 3.1.1(d), the Company is authorized, without the need for additional act or consent of any Person, to issue additional Class A Common Units to CII or its Affiliate pursuant to Section 3.6.2(c).
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Capital Contributions and Units. Section 4.01. Members; Obligation to Update 7 Section 4.02. Capital Contributions 8 Section 4.03. Unit Adjustments 8 Section 4.04. Units 8 Section 4.05. Restriction on Registration of Units 8 Section 4.06. Return of Contribution 9 Section 4.07. No Interest on Capital 9
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Capital Contributions and Units. The ownership of the Company shall be represented by Units having the preferences, rights and obligations specified in this Agreement. There shall be no limit to the number of Units that may be issued by the Company. Each Initial Individual Member agrees that, immediately after this Agreement becomes effective, he will make a capital contribution of cash to the Company in the amount, if any, set forth opposite his name on Schedule 1 (the “Closing Date Capital Contribution”) in exchange for the number of additional Units set forth opposite his name on Schedule 1 (the “Closing Date Units”). The identity and address of each Member and its respective number of Units before and after such issuance is reflected on Schedule 1. Schedule 1 shall be adjusted from time to time to reflect the admission of new Members, the return of Capital Contributions or any other event having an effect on the number of Units owned by each Member.
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Capital Contributions and Units. Section 4.1 Initial Members; Membership Lists; and Obligation to Update......
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Capital Contributions and Units. The Members and their respective Capital Contributions and Units shall be set forth on the List of Members.
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Capital Contributions and Units. (i) On the Effective Date, each Initial Investor shall make a Capital Contribution to the Partnership pursuant to the Unit Purchase Agreement, and shall receive in exchange therefor the number of Class A Units and the number of Class B Units set forth opposite such Initial Investor’s name on Exhibit A. (ii) Southcross previously contributed the Southcross ED Contribution pursuant to the Contribution Agreement, and received in exchange therefor the number of Class A Units set forth opposite Southcross’ name on Exhibit A. (iii) BBTS previously contributed the BBTS ED Contribution pursuant to the Contribution Agreement, and received in exchange therefor the number of Class A Units set forth opposite BBTS’ name on Exhibit A.
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Capital Contributions and Units. Initial Capital Number of Members Contribution Units ------- --------------- --------- Advanced Products Labs, Inc. $_______ 500 R-Cubed Composites, Inc. $_______ 5,100 Starmet Comcast Corporation $_______ 4,400 ----------- ------ TOTAL $_______ 10,000 Schedule 6.1 Managers Business, Residence Managers or Mailing Address -------- ------------------- Xxx Xxxxx c/o R-Cubed Composites, Inc. 0000 Xxxx 0000 Xxxxx Xxxx Xxxxxx, Xxxx 00000 Xxxxx X. Xxxxxxx c/o Starmet Comcast Corporation 0000 Xxxx Xxxxxx Xxxxxxx, Xxxxxxxxxxxxx 00000 Xxxxxx Xxxxxxx c/o R-Cubed Composites, Inc. 0000 Xxxx 0000 Xxxxx Xxxx Xxxxxx, Xxxx 00000 Schedule 7.1 Allocation of Net Profits and Net Losses
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Capital Contributions and Units 
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Related to Capital Contributions and Units

  • Capital Contributions and Issuance of Partnership Interests Section 5.1

  • 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.

  • 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).

  • 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 Persons seeking to become a Member shall be required to purchase or acquire Shares and make capital contributions in such forms and in such amounts and at such times as the Board may require, if any, in its sole discretion (any, a “Capital Contribution”) whereupon a capital account for a new Member will be established, and, if applicable, accreted, in the amount of such Member’s Capital Contribution or based upon the fair market value of property contributed, and the new Member shall be issued a number of Class A Ordinary Shares as determined by the Board, and the Board shall update Exhibit A attached hereto accordingly. The provisions of this Section 3.1 are solely intended for the benefit of the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement). The Members shall have no duty or obligation to any creditor of the Company to make any contribution to the Company.

  • 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 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.

  • Member Capital Contributions (Check One)

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