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”).
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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)
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)
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). In advance of each additional closing, and as close to it as practicable, the Company will allocate its estimated profits and losses through that date, and distribute to Unitholders any undistributed estimated profits in cash to the extent there is available cash and through a deemed capital call and corresponding deemed distribution to the extent there is not sufficient available cash (on each occasion, a “Pre-Closing Distribution”). 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 Feeafter giving effect to the applicable Pre-Closing Distribution) 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 NAV Balancing Contribution”); and
(c) an amount equivalent equal 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 as an administrative fee to compensate the Company for expenses and activities related to the Later-Closing Investor (a “Late-Closer Contribution”).
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Samples: Limited Liability Company Agreement (TCW Direct Lending VIII LLC)