Closing Stock Capital Contribution Sample Clauses

Closing Stock Capital Contribution. On the Effective Date, pursuant to the Comstock Xxxxxxxship Interest Purchase Agreement and the Comstock Xxxxxxxution Agreement of even date therewith, in consideration for 3,500,000 Class B Units issued in accordance with Section 2.3 hereof, Comstock xxxxxxxuted and delivered 3,500,000 restricted shares of Comstock Xxxxxx Stock to the Company (“Closing Stock Capital Contribution”). Distributions of any and all cash proceeds derived from the sale of such Comstock Xxxxxx Stock by the Company or any in-kind distribution of such Comstock Xxxxxx Stock, and allocation of any and all Profits or Losses realized or recognized by the Company on such sale(s) or in-kind distributions thereof (and any income taxes thereon), shall be made solely in accordance with the express provisions of this Agreement, 4850-8819-3010\6 LP BIOSCIENCES LLC amended and restated operating agreement including the provisions that require that (i) 100% of any and all cash proceeds derived from the sale of such Comstock Xxxxxx Stock by the Company or any in-kind distribution of such Comstock Xxxxxx Stock shall be distributed to the Class B Unit Holder, (ii) 100% of any and all Profits or Losses realized or recognized by the Company on such sale(s) or in-kind distributions thereof (and all income taxes payable thereon), shall be allocated to and be the responsibility of the Class B Unit Holder, (iii) the first $3,000,000 of the sales proceeds received by the Company upon sale of the Closing Stock Capital Contribution, net of applicable brokerage fees and other commercially reasonable costs of sale (“Net Sales Proceeds”), otherwise distributable to the Class B Unit Holder shall be paid directly to LPN on Comstock’x xxxxxx to satisfy in part its payment obligations to LPN under the Comstock Xxxxxxxship Interest Purchase Agreement, and (iv) that any remaining Net Sales Proceeds otherwise distributable to the Class B Unit Holder shall be paid directly to the Company on Comstock’x xxxxxx for the purpose of paying the purchase price of the LPB Note and to satisfy its payment obligations of the purchase price of the LPB Note to the Company under the terms and conditions of the LPB Note Purchase Agreement and the LPB Note. As 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 delive...
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

  • Subsequent Capital Contributions Without creating any rights in favor of any third party, each Member shall contribute to the Company, in cash, on or before the date specified as hereinafter described, that Member's Sharing Ratio of all monies that in the unanimous judgment of the Management Committee are necessary to enable the Company to acquire the Project from the Seller and to cause the assets of the Company to be properly operated and maintained and to discharge its costs, expenses, obligations, and liabilities, including without limitation its Sharing Ratio of the purchase price set forth in the Asset Sale Agreement, and its Sharing Ratio of Working Capital Requirements in order to bring current Company bank accounts to an amount equal to the Working Capital Requirements, as more particularly described in Section 5.01 below. The Management Committee shall notify each other Member of the need for Capital Contributions pursuant to this Section 4.02 when appropriate, which notice must include a statement in reasonable detail of the proposed uses of the Capital Contributions and a date (which date may be no earlier than the fifth Business Day following each Member's receipt of its notice) before which the Capital Contributions must be made. Notices for Capital Contributions must be made to all Members in accordance with their Sharing Ratios.

  • 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) Initial Capital Contribution. The initial Capital Contribution described on Schedule 1 (the “Property”) was made by the previous Member.

  • Initial Capital Contribution On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in the Company.

  • 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 (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, the Partnership has issued to the Partners 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 Organizational Contributions; Contributions by the General Partner and its Affiliates 40 Section 5.2 Contributions by Initial Limited Partners 41 Section 5.3 Interest and Withdrawal 41 Section 5.4 Capital Accounts 41 Section 5.5 Issuances of Additional Partnership Interests and Derivative Instruments 45 Section 5.6 Conversion of Subordinated Units 46 Section 5.7 Limited Preemptive Right 47 Section 5.8 Splits and Combinations 47 Section 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 48 Section 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 48 Section 5.11 Establishment of Series A Preferred Units 50 Section 5.12 Deemed Capital Contributions 63 ARTICLE VI

  • Additional Funds and Capital Contributions .. 22 Section 4.4 Stock Option Plan................................... 23 Section 4.5 No Interest; No Return.............................. 24 Section 4.6 Conversion or Redemption of Preferred Shares........ 24

  • 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 Funding and Capital Contributions If the Board of the Company or Haimeng at any time or from time to time determines that funding and/ or capital contributions to the Company or Haimeng are necessary to conduct the Company’s or Haimeng’s business activities, then:

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