Dilution for Failure to Fund Capital Contributions Sample Clauses

Dilution for Failure to Fund Capital Contributions. (a) To the extent the Contributing Member elects (or is deemed to have elected) pursuant to Section 5.2(e) to dilute the Non-Contributing Member’s Interest under this Section 5.4, then the Non- Contributing Member’s Percentage Interest and, if the Non-Contributing Member is the PAV Member, each of the Promote Percentages, shall be adjusted pursuant to Section 5.4(b) below as of the day on which the Contributing Member contributes such funds. In such an event, the contribution of such funds shall be treated as a Capital Contribution to the Company by the Contributing Member. (b) After calculation of the Percentage Interests based on the actual Capital Contributions (without including the Unfunded Amount but taking into account any prior dilution of the Percentage Interests pursuant to this Section 5.4(b)), the Percentage Interest of the Non-Contributing Member shall be reduced (but not below zero) by an amount equal to the product of (i) one and eight tenths (1.8) multiplied by (ii) a fraction expressed as a percentage, (A) the numerator of which is the Unfunded Amount and (B) the denominator of which is the aggregate of the Capital Contributions made or to be made by the Members up to and including such time, including the Unfunded Amount. In addition, if the Non-Contributing Member is the PAV Member, each of the Promote Percentages shall be reduced so that the ratio of each such Promote Percentage before and after reduction is the same as the ratio of the Percentage Interest of the PAV Member before and after reduction. The Percentage Interest of the Contributing Member shall be increased by the amount of the reduction in the Percentage Interest of the Non- Contributing Member. In the event of an adjustment of the Percentage Interests as a result of the operation of the dilution provisions of the first sentence of this Section 5.4(b), the Capital Accounts of the Members shall be readjusted such that the sum of the Capital Account balances of the Members at such time is allocated amongst the Members in proportion to the Distributions each Member would receive if an amount of Available Cash equal to such sum (allocated between Initial Property Capital Proceeds and Other Available Cash as reasonably determined by the Manager) were distributed to the Members at such time in accordance with Section 6.4.
Sample 1
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Dilution for Failure to Fund Capital Contributions. (a) Whenever there occurs a Failed Contribution, regardless of whether another Member elects to make a Capital Contribution in place of a Non-Contributing Member, the final Percentage Interest of each Member, after the Capital Call, any Failed Contributions and any Funded Portions, shall be determined in accordance with the following formula: FPI = (PI x IC) + CC + FP FPI = Final Percentage Interest of the Member, expressed as a fraction PI = Percentage Interest of the Member immediately prior to the Capital Call, expressed as a fraction IC = Aggregate amount of all Capital Contributions contributed by all the Members, in United States dollars, before giving effect to the Capital Call ACC = The aggregate Capital Call less aggregate Failed Contributions, in United States dollars AFP = The aggregate of all Funded Portions funded by the Contributing Members in connection with the Capital Call, in United States dollars CC = The Capital Contribution, if any, initially contributed by the Member in connection with the Capital Call, in United States dollars FP = The Funded Portion, if any, contributed by the Member in connection with the Capital Call, in United States dollars. (b) In the event that any Non-Contributing Member fails to make any Regulatory Capital Call it is required to make in accordance with Section 6.2(a) above and one or more other Members fund all or a portion of such Failed Contribution, then for a period of sixty (60) days following the date originally set for such Non-Contributing Member to make such Regulatory Capital Call (the “Capital Call Date”) such Non-Contributing Member may notwithstanding such failure pay to such other Members the portion of such Failed Contribution funded by such other Members together with interest accrued thereon at an annual rate of 2% above LIBOR prevailing on such Capital Call Date (or if such date is not a London Banking Day, then the next succeeding London Banking Day). Upon such payment by the Non-Contributing Member (including interest accrued thereon as provided in the preceding sentence), the Percentage Interests and Shares of the Members shall be readjusted to give effect to such repayment as though such Non-Contributing Member were a Contributing Member. No such repayment shall affect any rights exercised by, or distributions made or other benefits provided to, such other Members prior to such repayments by the Company. (c) In the event that a Member’s Percentage Interest changes as a result of the app...
Sample 1

Related to Dilution for Failure to Fund Capital Contributions

  • Member Capital Contributions (Check One)

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

  • 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 $ .

  • Capital Contributions Persons seeking to become a Member shall be required to purchase or acquire Shares and make capital contributions in such forms and in such amounts and at such times as the Board may require, if any, in its sole discretion (any, a “Capital Contribution”) whereupon a capital account for a new Member will be established, and, if applicable, accreted, in the amount of such Member’s Capital Contribution or based upon the fair market value of property contributed, and the new Member shall be issued a number of Class A Ordinary Shares as determined by the Board, and the Board shall update Exhibit A attached hereto accordingly. The provisions of this Section 3.1 are solely intended for the benefit of the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement). The Members shall have no duty or obligation to any creditor of the Company to make any contribution to the Company.

  • Additional Funds and Capital Contributions 30 SECTION 4.4 NO INTEREST; NO RETURN................................................................... 31 SECTION 4.5 NOTE DEFICIENCY CAPITAL CONTRIBUTION..................................................... 31

  • Capital Contributions and Capital Accounts (a) The capital contributions of each party shall be all amounts paid by it pursuant to the Agreement. With respect to each oil and gas property and the related assets subject to the Agreement, each party shall be treated as having contributed to the tax partnership an amount of cash equal to such party's share of any Lease acquisition or other property costs and the tax partnership shall be treated as having purchased such property from the party to whom such amounts are paid. (b) An individual capital account shall be maintained for each party in accordance with the following: (i) The capital account of each party shall, except as otherwise provided herein, be (A) credited by the amount of cash and fair market value of any property contributed to the tax partnership (net of any liabilities assumed by the parties hereto or to which such property is subject at the time of contribution) as provided in subparagraph (a) of this paragraph 4, and (B) credited with the amount of any item of taxable income or gain and the amount of any item of income or gain exempt from tax allocated to such party. (ii) The capital account of each party shall be debited by (A) the amount of any item of tax deduction or loss allocated to such party, (B) such party's allocable share of expenditures not deductible in computing taxable income and not properly chargeable as capital expenditures, including any non-deductible book amortizations of capitalized costs, and (C) the amount of cash or the fair market value of any property (net of any liabilities assumed by such party or to which such property is subject at the time of distribution) distributed to such party (after making the adjustment provided in subparagraph (b)(iii) in this paragraph 4). (iii) Immediately prior to any distribution of property that is not pursuant to a liquidation of the tax partnership, the parties' capital accounts shall be adjusted by assuming that the distributed assets were sold for cash at their respective fair market values as of the date of distribution and crediting or debiting each party's capital account with its respective share of the hypothetical gains or losses resulting from such assumed sales determined in the same manner as gains or losses provided for under paragraphs 4(b)(iv) and 6 for actual sales of such properties. (iv) The allocation of basis prescribed by Section 613A(c)(7)(D) of the Code and provided for in paragraph 6 hereinbelow and each party's depletion deductions shall not reduce such party's capital account, but such party's capital account shall be decreased by an amount equal to the product of (A) the depletion deductions that would otherwise be allocable to the tax partnership in the absence of Section 613A(c)(7)(D) of the Code (computed without regard to any limitations which theoretically could apply to any party) and (B) such party's percentage share of the adjusted basis of the property with respect to which such depletion is claimed (herein called "Simulated Depletion"). The tax partnership's basis in any oil or gas property, as adjusted from time to time for Simulated Depletion, is herein called "Simulated Basis." No party's capital account shall be decreased, however, by Simulated Depletion deductions attributable to any depletable property to the extent such deductions exceed such party's remaining Simulated Basis in such property. Upon the sale or other disposition of an interest in a depletable property, each party's capital account shall be credited with the gain ("Simulated Gain") or debited with the loss ("Simulated Loss") determined by subtracting from its allocable share of the amount realized on such sale or disposition its Simulated Basis, as adjusted by Simulated Depletion. (v) Any adjustments of basis of property provided for under Sections 734 and 743 of the Code and comparable provisions of state law (resulting from an election under Section 754 of the Code or comparable provisions of state law) shall not affect the capital accounts of the parties, and the parties' capital accounts shall be debited or credited as if no such election had been made unless otherwise required by applicable Treasury Regulations. (vi) Capital accounts shall be adjusted, in a manner consistent with subparagraph (b) of this paragraph 4, to reflect any adjustments in items of income, gain, loss or deduction that result from amended returns filed by the tax partnership or pursuant to an agreement with the Internal Revenue Service or a final court decision. (vii) In the case of property contributed to the tax partnership by a party, the parties' capital accounts shall be debited or credited for items of depreciation, Simulated Depletion, amortization and gain or loss with respect to such property computed in the same manner as such items would be computed if the adjusted tax basis of such property were equal to its fair market value on the date of its contribution to the tax partnership, in lieu of the capital account adjustments provided above for such items, all in accordance with Section 704(c) of the Code and Treasury Regulation 1.704-1(b)(2)(iv)(g).

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