Capital Contributions of Members. (a) As of the date hereof, each Member has contributed, or is deemed to have contributed, Capital Contributions to the Company in the amounts and on the dates set forth on Exhibit A. No Member shall be obligated to make any additional Capital Contributions to the Company.
Capital Contributions of Members. (a) Subject to the provisions hereof, each Member shall from time to time make Capital Contributions to the Company in an aggregate amount not to exceed the Capital Commitment of such Member. As of the date hereof, no Member has any outstanding Capital Commitment.
(b) The initial funding of each Member’s Capital Commitment to the Company shall occur as provided in the Contribution Agreement immediately upon the execution date of this Agreement, and each Member shall receive in exchange therefor the Company Interests and Sharing Ratios set forth opposite such Member’s name on Exhibit A, as from time to time may be updated.
(c) The Members have made representations and warranties to the Company in the Contribution Agreement. In the event of a breach of any representation, warranty or covenant contained in the Contribution Agreement that shall entitle the Company to receive indemnification from a Member pursuant to the provisions of the Contribution Agreement (the “Indemnification Obligation”), in addition to any remedy that otherwise may be available to the Company pursuant to the Transaction Documents, at law or in equity, the Company may take the actions provided in Section 3.1(d).
(d) In the event that a Member incurs an Indemnification Obligation, the Company may make a corresponding debit to: (i) the Capital Account of such Member in the amount of the Indemnification Obligation (the “Capital Account Reduction Amount”); and (ii) the Sharing Ratio of such Member in the proportion that the amount of such Indemnification Obligation bears to the Capital Contributions of such Member (the “Sharing Ratio Reduction Percentage”). Each Member whose Capital Account and Sharing Ratio are debited on account of an Indemnification Obligation shall, at the Company’s option, satisfy such obligation by either (x) contributing cash to the Company in the amount of the Indemnification Obligation (thereby causing the Company to correspondingly credit his or its Capital Account and Sharing Ratio); (y) requesting the Company to reduce his or its Capital Account by the Capital Account Reduction Amount and his or its Sharing Ratio by the Sharing Ratio Reduction Percentage; or (z) any combination of the actions set forth in the preceding clauses (x) and (y). If a Member has not taken any of the alternative actions set forth in clauses (x) — (z) of the immediately preceding sentence within 10 business days following the receipt of notice of the debiting of such Member’s Capital Acc...
Capital Contributions of Members. (a) Each prospective initial Common Member, to be admitted as a Member of the Company at the Initial Drawdown Date, must deliver to the Investment Manager a completed, executed Subscription Agreement, which must be satisfactory to the Company and the Investment Manager, and in which, among other things, such prospective Common Member represents that it is an "accredited investor" as defined in Rule 501(a) under the Securities Act, a "qualified client" within the meaning under Rule 205-3 of the Advisers Act and a "qualified purchaser" under Section 2(a)(51)(A) of the Investment Company Act and the regulations promulgated thereunder (an accredited investor, qualified client and qualified purchaser, collectively a "Qualified Investor"). The minimum Common Share Commitment to which a Common Member may subscribe shall be $10,000,000; provided, however, that the Investment Manager may, in its sole and absolute discretion, waive this requirement. On the Initial Drawdown Date, each initial prospective Common Member shall contribute to the Company 50% of its Common Share Commitment or such other proportion as the Board of Directors shall have determined. On the date of issuance of each series of Preferred Shares, each Person who is admitted as a Member holding Preferred Shares of such series in accordance with the applicable Statement of Preferences shall, in connection therewith, contribute to the Company an amount in cash equal to the purchase price for such Preferred Shares.
(b) Subsequent to the Initial Drawdown Date, the Company will draw down Common Share Commitments on up to two additional Drawdown Dates (each, a "Subsequent Drawdown Date") during the Subscription Period. On each Subsequent Drawdown Date, the Company will issue Common Shares at Net Asset Value per Common Share as calculated within
(c) Unfunded Commitments may be called by the Company at any time during the Subscription Period in any amount on not less than 15 days prior written notice to the Members; provided, however, that (i) all Capital Contributions for Common Shares shall be on a pro rata basis in proportion to each Common Member's respective Unfunded Commitment, (ii) the aggregate amount of Capital Contributions required on each Subsequent Drawdown Date shall be at least 25% of the aggregate Common Share Commitments (or, with respect to the last Subsequent Drawdown Date, any amount left undrawn), and (iii) all calls for Capital Contributions shall be made so that they are required to b...
Capital Contributions of Members. (a) Pursuant to the Master Reorganization Agreement and contemporaneous with the execution date of this Agreement, each of NGP I and NGP II made a Capital Contribution to the Company in the amount set forth on the books and records of the Company and received in exchange therefor their respective Capital Interests.
Capital Contributions of Members. (a) Pursuant to the Master Reorganization Agreement and contemporaneous with the execution date of this Agreement, Rice Energy made a Capital Contribution to the Company in the amount set forth on the books and records of the Company and received in exchange therefor the Capital Interests.
Capital Contributions of Members. Except as set forth in the Exchange Agreement (including Section 2.3 thereof), no Member shall be required to make any capital contributions to the Company.
Capital Contributions of Members. As of the date of this Agreement, each Member shall make a Capital Contribution to the Company as set forth opposite its name on Schedule A. The Members shall not be required to make any Capital Contributions to the Company other than as set forth in this Section 3.01.
Capital Contributions of Members. The Members shall acquire Units in accordance with the terms of the Subscription Agreement or any future subscription material approved by the Manager. The names, addresses, date of admissions and Capital Contributions of the Members shall be set forth in a schedule maintained by the Manager in the form attached hereto as Schedule A. The Manager shall update the schedule to reflect the then current ownership of Units without any further need to obtain the consent of any Member, and the schedule, as revised from time to time by the Manager, shall be presumed correct absent manifest error. Any Member shall have a right to inspect such schedule upon written request to the Manager.
Capital Contributions of Members. As of the date of this Agreement, each Member agrees to contribute to the Company the consideration set forth on the attached Exhibit B (the “Capital Contribution Commitment”) in exchange for the Membership Interest percentage set forth therein. Capital Contributions may be required to be made by the Members, up to the amounts of the respective Capital Contribution Commitments of the Members, in one or more than one installment.
Capital Contributions of Members. The initial capital contribution made by each Member is as set forth in Exhibit A to this Agreement.
