Closing Stock Capital Contribution Sample Clauses

Closing Stock Capital Contribution. Pursuant to the Amended and Restated Operating Agreement of Borrower and the Buyer’s Contribution Agreement made in connection therewith, in consideration of a non-membership Interest in Borrower represented by 3,500,000 Class B Units, Buyer shall deliver 3,500,000 restricted shares of Buyer Common Stock to Borrower (“Closing Stock Capital Contribution”), and any and all proceeds derived from the sale of the Closing Stock Capital Contribution by Borrower shall be distributed in accordance with the Amended and Restated Operating Agreement of Borrower. Distributions under the Amended and Restated Operating Agreement of Borrower shall include provisions that require that the first $3,000,000 of the sales proceeds received upon sale of the Closing Stock Capital Contribution, net of applicable brokerage fees and other commercially reasonable costs of sale (“Net Sales Proceeds”), must be distributed to LPN (together with $500,000 from escrowed funds) and that any remaining Net Sales Proceeds must be distributed to Buyer. Amounts received by Buyer from Borrower from the Net Sales Proceeds shall be used for the purpose of paying the Purchase Price. As Schedules to Note Purchase Agreement 26 soon as practicable after the Effective Date, the Closing Stock Capital Contribution shall be available for deposit, clearance, and, subject to a written trading plan pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934 (the “10b5-1 Plan”) to be prepared and delivered by Buyer to Borrower at or prior to Closing, sale in accordance with Legal Requirement to fund amounts payable by Buyer hereunder or under the Xxxxxxxx Partnership Interest Purchase Agreement. The Advance Payment, Initial Funding, and the Net Sales Proceeds less the $3,000,000 distributable to LPN shall have a guaranteed cash value to Borrower that is equal to the $15,000,000.00 Purchase Price for the Note (“Protected Amount”). Buyer shall provide additional cash proceeds as reasonably necessary up to the Protected Amount, in the event and to the extent that the Net Sales Proceeds less the $3,000,000 distributable to LPN are delayed or are in any respect insufficient to cover the Protected Amount, as and when due under the Project Spend Plan, including, without limitation, for avoidance of doubt, the Subsequent Funding payments during the first six months after Closing. Any Net Sales Proceeds received by Borrower that exceeds the Protected Amount (“Surplus Proceeds”) shall be distributed to Buyer (wit...
Sample 1
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Closing Stock Capital Contribution. Any Liability of Borrower related to or arising under the issuance or sale of the Closing Stock Capital Contribution.
Sample 1
Closing Stock Capital Contribution. All Profits and Losses and any other items of income, gain, loss, or deduction associated with the acquisition, ownership, and disposition of 4850-8819-3010\6 LP BIOSCIENCES LLC amended and restated operating agreement the Closing Stock Capital Contribution by the Company shall be allocated to the Class B Unit Holders ratably in proportion to Class B Units held.
Sample 1
Closing Stock Capital Contribution. All dividends, proceeds from the disposition of, or any other distributable amount associated with the Closing Stock Capital Contribution (including the distribution of all or any portion of the Closing Stock Capital Contribution in kind) shall be made solely to Comstock xx xxx holder of the Class B Units; provided, however, that Comstock xxxxxx directs the Company to pay the first $3.0 million that would otherwise be distributed to it pursuant to this Section 4.1(a) to LPN on behalf of Comstock, xxxxx shall be applied as payment to LPN on amounts due to LPN under the Comstock Xxxxxxxship Interest Purchase Agreement.
Sample 1

Related to Closing Stock Capital Contribution

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions 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:

  • Initial Capital Contribution The initial Capital Contribution of the Original Member as of the date of this Agreement will be $ .

  • Member Capital Contributions (Check One)

  • 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.

  • 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.

  • 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

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

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

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