Capital Transactions. The net proceeds of Capital Transactions shall be distributed in the following order of priority:
(i) 100% to the General Partner until it has received aggregate distributions pursuant to this clause (b)(i), which, when added to all prior distributions to the General Partner made pursuant to clause (a)(i) above, equals the product of (x) .5 and (y) 12% per annum cumulative compounded on its Adjusted GP Contribution, commencing with respect to each Capital Contribution, on the date such Capital Contribution was made;
(ii) 100% to the General Partner until it has received aggregate distributions pursuant to this clause (b)(ii) equal to an amount which when added to all prior distributions to the General Partner made pursuant to clause (a)(ii), equals the product of (x) .75 and (y) the Adjusted GP Contribution;
(iii) of the next $500,000, 90% to the Limited Partner and 10% to the General Partner;
(iv) 100% to the General Partner until it has received aggregate distributions pursuant to this clause (b)(iv) which, when added to all prior distributions to the General Partner made pursuant to clauses (a)(i) and (b)(i), equals 12% per annum cumulative compounded on its Adjusted GP Contribution, commencing with respect to each Capital Contribution, on the date such Capital Contribution was made;
(v) 100% to the General Partner until it has received aggregate distributions pursuant to this clause (b)(v) which, when added to all prior distributions to the General Partner made pursuant to clauses (a)(ii) and (b)(ii), equals the Adjusted GP Contribution; and
(vi) 95% to the General Partner and 5% to the Limited Partner.
Capital Transactions. Neither the grant of this Warrant nor the issuance of Warrant Shares nor any other provision of this Warrant shall in any manner limit or affect the right of the Company to adjust, reclassify, recapitalize, restructure, reorganize or otherwise change its capital or business structure or issue options or warrants or other rights to its securities or to merge, consolidate, dissolve, liquidate or sell or transfer or otherwise dispose of all or any part of its stock, business or assets at any time.
Capital Transactions. In the event of a Capital Transaction (as defined in the Operating Agreement of the Company), the proceeds from such a Capital Transaction will first go to pay any indebtedness on the property involved in the Capital Transaction, then will be distributed as follows:
10.2.1 First, to the Preferred Members, in accordance with their Percentage Interests, until the Preferred Members have received total distributions equal seven percent (7%) per annum return on their Unreturned Capital Contributions with respect to the property in question.
Capital Transactions. 23.1 The College shall properly manage and develop its property with regard to good practice guidance in the further education sector and ensure that it maintains premises which are properly equipped in order to deliver the education and training for which it is funded by the ESFA.
23.2 Where the College proposes to dispose of, lease or rent land and/or buildings which have been acquired, developed and/or refurbished or modernised with the help of capital grants from the ESFA and predecessor bodies the ESFA should be notified in writing of such transactions and reserves the right to require repayment of some, or all, of the associated grant.
Capital Transactions. For the purposes of this Limited Partnership Agreement, a "Capital Transaction" means any Partnership transaction(other than receipt of capital contributions) not in the ordinary course of its business, including, without limitation, refinancing of any loan secured by the Property or other Partnership property, Partnership borrowings, sales, exchanges or other dispositions of real or personal property, condemnations or similar eminent domain takings, recoveries of damage awards and insurance proceeds (other than business or rent interruption insurance proceeds), sales of easements, rights-of-way or similar interests in the Property or other Partnership property and any similar items which are, in accordance with generally accepted accounting practices, attributable to capital.
Capital Transactions. Proceeds from a Terminating Capital Transaction and amounts available upon dissolution, and after payment of, or adequate provisions for, the debts and obligations of the Company, and after liquidation of any remaining assets of the Company, shall be distributed and applied in the following priority:
(i) First, to fund reserves for liabilities not then due and owing and for contingent or unforeseen liabilities and obligations to the extent deemed appropriate by the Manager; and
(ii) Second, to the Members, an amount sufficient to reduce each Member’s Capital Account to zero, in proportion to the positive balances in such Capital Accounts (after reflecting in such Capital Accounts all adjustments thereto necessitated by (A) all other Company transactions (distributions and allocations of Profits and Losses and items of income, gain, deduction, and loss) and (B) such Terminating Capital Transaction). Upon the expiration of such period of time as the Manager shall deem advisable, the balance of any reserves established under clause (i) which are remaining after payment of any contingencies shall be distributed in the manner and in the priorities set forth above in Clause Second of this Section 5.1.C.
Capital Transactions. Engaging in any Capital Transaction shall require the affirmative vote or written consent of all Members;
Capital Transactions. B6 Sigma shall have raised capital (gross proceeds) of at least $1,000,000 in a private offering of its securities.
Capital Transactions. Upon written notice by CMS to Customers at any time after May 20, 2013 in the event that either (i) Customers shall not have made the contemplated investment in CMS of $1.5 million of CMS Preferred Stock, or (ii) Customers and CMS shall not have agreed upon the terms of a $2 million senior secured lending facility that shall be made available to CMS from Customers.
3. Section 8.02(b) of the Agreement shall be revised to read as follows:
Capital Transactions. (a) Buyer covenants to refrain from filing any registration statement on Form S-8 with the SEC until after the first anniversary of the Effective Time, and shall authorize no reverse stock split of the common stock or any other series of outstanding security or take any other actions dilutive of the common stock of Buyer or adversely effecting the rights of Series A or Series B preferred stock, until after the first anniversary of the Effective Time without the unanimous approval of the board of directors of Buyer.
(b) Buyer covenants to promptly and diligently take all necessary and appropriate actions to obtain approval of Buyer's shareholders to the Amended and Restated Articles of Incorporation attached hereto as Exhibit A and to effect the conditions precedent to the timely conversion of Series A and Series B preferred shares into Buyer Common Stock.
