Disproportionate Equity Loans Sample Clauses

Disproportionate Equity Loans. (a) For the purposes of this clause, the following shall be regarded as Disproportionate Equity Loans: (i) if any Shareholder has not advanced its Shareholder loans pursuant to the terms of clause 24.3.3, the full amount of the funding provided by the Contributing Shareholders under clause 24.3.3, shall constitute Disproportionate Equity Loans; (ii) if all Shareholders have made some contribution to funding but one or more is not funded up to its full pro rata portion of total funding required: (A) the amount of the funding which is provided by all Shareholders in the ratio of their shareholdings shall constitute Equity Loans; and (B) the balance shall constitute Disproportionate Equity Loans. (b) Any Disproportionate Equity Loans provided by a Shareholder to the Company pursuant to the provisions of this clause 24.3.4, shall bear interest at the Prime Rate plus 5% and the Shareholder advancing the Disproportionate Equity Loan shall, subject to the provisions of this Agreement, the PPP Agreement and the Financing Agreements, be entitled to such security over the assets of the Company for the repayment of that Disproportionate Equity Loan as may be available. The terms of any such security shall be market related. The Shareholders shall endeavour to agree the terms of any such security. If they are unable to do so, within 10 Business Days of the date on which the negotiations break down, the terms of the security shall be determined by an independent commercial attorney with expertise in the preparation of security documents of not less than 10 years' standing. If the Shareholders are unable to agree the identity of such independent attorney within a further five Business Days, the appointment shall be made by the President for the time being of the Law Society of the Northern Provinces, or its principal successor-in-title. The independent attorney shall act as an expert and not as an arbitrator. The costs of such independent attorney shall be borne by the Shareholders pro rata to their shareholding in the Company at that time.
Sample 1
AutoNDA by SimpleDocs

Related to Disproportionate Equity Loans

  • Loans From Members Loans by Members to the Company shall not be considered Capital Contributions. Subject to the provisions of Section 3.01(c), the amount of any such advances shall be a debt of the Company to such Member and shall be payable or collectible in accordance with the terms and conditions upon which such advances are made.

  • Ventures, Subsidiaries and Affiliates; Outstanding Stock and Indebtedness Except as set forth in Disclosure Schedule (3.8), as of the Closing Date, no Credit Party has any Subsidiaries, is engaged in any joint venture or partnership with any other Person, or is an Affiliate of any other Person. All of the issued and outstanding Stock of each Credit Party is owned by each of the Stockholders and in the amounts set forth in Disclosure Schedule (3.8). Except as set forth in Disclosure Schedule (3.8), there are no outstanding rights to purchase, options, warrants or similar rights or agreements pursuant to which any Credit Party may be required to issue, sell, repurchase or redeem any of its Stock or other equity securities or any Stock or other equity securities of its Subsidiaries. All outstanding Indebtedness and Guaranteed Indebtedness of each Credit Party as of the Closing Date (except for the Obligations) is described in Section 6.3 (including Disclosure Schedule (6.3)).

  • Acquisition Loans The proceeds of the Acquisition Loans may be used only for the following purposes: (i) for working capital and general corporate purposes, including, without limitation, the issuance of Letters of Credit and to pay outstanding Floor Plan Loans; and (ii) to make Permitted Acquisitions.

  • FINANCIAL CONTRIBUTIONS (§5.d): Owner shall use reasonable efforts to seek contributions and grants from Capital Metro Transit Authority (CMTA) and Xxxxxx County.

  • Negotiated Funding Amount, Board Contributions 4.1.1 Each Board shall pay an amount equal to 1/12th of the annual negotiated funding amount as described in 4.1.3 to the Trustees of the OECTA ELHT by the last day of each month from and after the Board’s Participation Date.

  • Loans from Partners Loans by a Partner to the Partnership shall not constitute Capital Contributions. If any Partner shall advance funds to the Partnership in excess of the amounts required hereunder to be contributed by it to the capital of the Partnership, the making of such excess advances shall not result in any increase in the amount of the Capital Account of such Partner. The amount of any such excess advances shall be a debt obligation of the Partnership to such Partner and shall be payable or collectible only out of the Partnership assets in accordance with the terms and conditions upon which such advances are made.

  • Financial Participation Prohibited Under Section 2155.004, Texas Government Code (relating to financial participation in preparing solicitations), Contractor certifies that the individual or business entity named in this Contract and any related Solicitation Response is not ineligible to receive this Contract and acknowledges that this Contract may be terminated and payment withheld if this certification is inaccurate.

  • TRANSACTIONS WITH OTHER INVESTMENT ADVISERS The Advisor is not an affiliated person of any investment adviser responsible for providing advice with respect to any other series of the Trust, or of any promoter, underwriter, officer, director, member of an advisory board or employee of any other series of the Trust. The Advisor shall not consult with the investment adviser of any other series of the Trust concerning transactions for the Fund or any other series of the Trust.

  • Loans from the General Partner; Loans or Contributions from the Partnership or Group Members (a) The General Partner or any of its Affiliates may lend to any Group Member, and any Group Member may borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General Partner may determine; provided, however, that in any such case the lending party may not charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner. The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member. (b) The Partnership may lend or contribute to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and conditions determined by the General Partner. No Group Member may lend funds to the General Partner or any of its Affiliates (other than another Group Member). (c) No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty, expressed or implied, of the General Partner or its Affiliates to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (i) enable distributions to the General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed the General Partner’s Percentage Interest of the total amount distributed to all partners or (ii) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.

  • LOAN PORTFOLIO MANAGEMENT (1) The Board shall, within sixty (60) days, develop, implement, and thereafter ensure Bank adherence to a written program to improve the Bank's loan portfolio management. The program shall include, but not be limited to: (a) procedures to ensure satisfactory and perfected collateral documentation; (b) procedures to ensure that extensions of credit are granted, by renewal or otherwise, to any borrower only after obtaining and analyzing current and satisfactory credit information; (c) procedures to ensure conformance with loan approval requirements; (d) a system to track and analyze exceptions; (e) procedures to ensure conformance with Call Report instructions; (f) procedures to ensure the accuracy of internal management information systems; (g) a performance appraisal process, including performance appraisals, job descriptions, and incentive programs for loan officers, which adequately consider their performance relative to policy compliance, documentation standards, accuracy in credit grading, and other loan administration matters; and (h) procedures to track and analyze concentrations of credit, significant economic factors, and general conditions and their impact on the credit quality of the Bank’s loan and lease portfolios. Upon completion, a copy of the program shall be forwarded to the ADC. (2) Within sixty (60 ) days, the Board shall develop, implement, and thereafter ensure Bank adherence to systems which provide for effective monitoring of: (a) early problem loan identification to assure the timely identification and rating of loans and leases based on lending officer submissions; (b) statistical records that will serve as a basis for identifying sources of problem loans and leases by industry, size, collateral, division, group, indirect dealer, and individual lending officer; (c) previously charged-off assets and their recovery potential; (d) compliance with the Bank's lending policies and laws, rules, and regulations pertaining to the Bank's lending function; (e) adequacy of credit and collateral documentation; and (f) concentrations of credit. (3) Beginning August 31, 2006, on a monthly basis, management will provide the Board with written reports including, at a minimum, the following information: (a) the identification, type, rating, and amount of problem loans and leases; (b) the identification and amount of delinquent loans and leases; (c) credit and collateral documentation exceptions; (d) the identification and status of credit related violations of law, rule or regulation; (e) the identity of the loan officer who originated each loan reported in accordance with subparagraphs (a) through (d) of this Article and Paragraph; (f) an analysis of concentrations of credit, significant economic factors, and general conditions and their impact on the credit quality of the Bank’s loan and lease portfolios; (g) the identification and amount of loans and leases to executive officers, directors, principal shareholders (and their related interests) of the Bank; and (h) the identification of loans and leases not in conformance with the Bank's lending and leasing policies, and exceptions to the Bank’s lending and leasing policies.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!