Capital Contributions by IPSI; IPSI Warrants Sample Clauses

Capital Contributions by IPSI; IPSI Warrants. (a) In order for IPSI to be granted Membership Interests in the Company, IPSI shall be required to contribute cash to the Company in the aggregate amount of up to One Million Five Hundred Thousand Dollars ($1,500,000) (the “IPSI Capital Contribution”) by dates set forth hereinafter: The IPSI Capital Contribution shall be made in no more than three tranches of Five Hundred Thousand Dollars ($500,000) each (each, a “Tranche”). More than one Tranche may be funded to the Company at the same time, and with the prior approval of OP and EP, pro rata portions of each Tranche may be funded by IPSI. The IPSI Capital Contribution shall be for sole use of the Company and shall be utilized by the Company for such Company purposes as the Managers shall unanimously agree. Notwithstanding the foregoing, prior to the funding of the initial Tranche, IPSI shall be permitted to pay or arrange for payment to the Company or on behalf of the Company of Two-Hundred Thousand Dollars ($200,000) (the "Initial Payment") to be used for Company technology access or other Company expenses, which amount shall be credited to the initial Tranche and will entitle IPSI to a pro rata portion of the Percentage Interests to which it is entitled pursuant to Section 2.4(b). The Initial Payment shall be made on or before June 22, 2023. The $300,000 balance of the first Tranche shall be paid on or before July 31, 2023. The second $500,000 Tranche shall be paid on or before September 15, 2023. The third $500,000 Tranche shall be paid on or before October 31, 2023. The dates set forth in this Section 2.4(a) may be changed or amended by unanimous decision of the Managers. (i) With the funding of each Tranche , the Percentage Interests of the Members shall be adjusted as provided for on Exhibit A hereto. It is agreed that with the prior unanimous consent of the Board, the Company may (A) waive IPSI’s obligation to make all or any portion of the IPSI Capital Contribution and (B) in connection with such waiver, issue to IPSI Membership Interests in the Company in such amounts (and entitling IPSI to such Percentage Interests) as the Board may unanimously resolve to in writing. In connection with any such waiver and issuance, the Warrants (as defined below) will be issued to OP and EP as if the waived IPSI Capital Contribution had been made. (ii) In the event that any portion of the IPSI Capital Contribution is, with the prior unanimous approval of the Board, utilized by the Company to make an investment i...
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Related to Capital Contributions by IPSI; IPSI Warrants

  • 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.

  • Capital Contributions Distributions 17 TABLE OF CONTENTS (continued)

  • 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 Issuance of Partnership Interests Section 5.1

  • Additional Funds and Capital Contributions 30 SECTION 4.4 NO INTEREST; NO RETURN................................................................... 31 SECTION 4.5 NOTE DEFICIENCY CAPITAL CONTRIBUTION..................................................... 31

  • 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 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.

  • 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 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.

  • Initial Capital Contributions The Partners have made, on or prior to the date hereof, Capital Contributions and have acquired the number of Class A Units as specified in the books and records of the Partnership.

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