Common use of Common Units Issued After the Initial Closing Date Clause in Contracts

Common Units Issued After the Initial Closing Date. During the Closing Period, the Company may, in the Board’s discretion, issue additional Common Units to newly admitted Members (a “Later-Closing Investor”) or to existing Members (who will be treated as Later-Closing Investors with respect to such newly issued Common Units). Each Later-Closing Investor will be required to contribute to the Company in respect of each newly issued Common Unit the sum of the following: (a) an amount equal to the Aggregate Contributions drawn down with respect to a Common Unit issued on the Initial Closing Date (but reduced by such contributions returned as described in 3.3.2(a)) through the closing date for the newly issued Common Unit (a “True-Up Contribution”); (b) an amount equal to any increase in the net asset value (as reflected in the Company’s books and records, but without any accrual of any Organizational Expenses, Management Fee or Incentive Fee) of a Common Unit issued on the Initial Closing Date through the closing date for the newly issued Common Unit, excluding any increase in net asset value attributable to additional capital contributions or decrease attributable to distributions of True-Up Contributions as described in 3.3.2 (a) (an “Earnings Balancing Contribution”); and (c) an amount equivalent to interest at a rate of 2.0% per annum on the True-Up Contribution for such newly issued Common Unit, calculated for the period from the Initial Closing Date to the closing date for such newly issued Common Unit (a “Late-Closer Contribution”).

Appears in 3 contracts

Samples: Limited Liability Company Agreement (TCW Direct Lending VII LLC), Limited Liability Company Agreement (TCW Direct Lending VII LLC), Limited Liability Company Agreement (TCW Direct Lending VII LLC)

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Common Units Issued After the Initial Closing Date. During the Closing Period, the Company may, in the Board’s discretion, issue additional Common Units to newly admitted Members (a “Later-Closing Investor”) or to existing Members (who will be treated as Later-Closing Investors with respect to such newly issued Common Units). Each Later-Closing Investor will be required to contribute to the Company in respect of each newly issued Common Unit the sum of the following: (a) an amount equal to the Aggregate Contributions drawn down with respect to a Common Unit issued on the Initial Closing Date (but reduced by such contributions returned as described in 3.3.2(a)a “True-Up Contribution”) through the closing date for the newly issued Common Unit (a “True-Up Contribution”)Unit; (b) an amount equal to any increase in the net asset value (as reflected in the Company’s books and records, but without any accrual of any Organizational Expenses, Management Fee Fee, or Incentive Fee) of a Common Unit issued on the Initial Closing Date through the closing date for the newly issued Common Unit, excluding any increase in net asset value attributable to additional capital contributions or decrease attributable to distributions of True-Up Contributions as described in 3.3.2 (a) (an “Earnings Balancing Contribution”); and (c) an amount equivalent to interest at a rate of 2.0% per annum on the True-Up Contribution for such newly issued Common Unit, calculated for the period from the Initial Closing Date to the closing date for such newly issued Common Unit (a “Late-Closer Contribution”).

Appears in 1 contract

Samples: Limited Liability Company Agreement (TCW Direct Lending LLC)

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