Future Capital Requirements Clause Samples

Future Capital Requirements. The Shareholders anticipate that NewCo shall require additional capital and operating funds in the future in connection with the joint venture business as contemplated herein. Subject to Section 4.3, the Shareholders contemplate that any such additional capital and operating funds shall be obtained from the following sources as may be approved by both Shareholders from time to time: (a) loans obtained by NewCo from appropriate banks or other lenders, (b) increases in share capital of NewCo, or (c) loans or guarantees provided by the Shareholders, whether jointly or separately, in proportion to their share ownership of NewCo. The details of all such additional capital and operating funds requirements of NewCo shall be provided for in the Annual Business Plans to be formulated in accordance with Section 3.1, and if such Annual Business Plans call for NewCo to take any of the actions set forth in Section 2.2(d), any such Annual Business Plan shall be subject to the requirement of approval by both of the Shareholders in accordance with Sections 2.2(b), (c) and (d). For all additional capital and operating funds that the Shareholders both agree that NewCo requires, each Shareholder shall have the right (but not the obligation) to respectively loan, guarantee loans to or subscribe for additional equity (subject to Section 4.6(b)), as jointly agreed, in proportion to their Share ownership of NewCo.

Future Capital Requirements. In the course of expansion, there is no guarantee that the Company will be able to raise adequate capital to fund subsequent growth, whether via the capital markets, private placements, lines of credit or other means.

Future Capital Requirements. (a) If, within twelve (12) months after the Closing. the Board of Directors determines that the Company requires additional capital of $3,000,000 or less for any corporate purpose, then the Company may offer shares of common stock to its existing shareholders (including the Investor), on a pro rata basis based on the relative holdings of the shareholders of the common stock of the Company (assuming all Preferred Shares have been converted), for a period of not more than sixty (60) days, at a price per share not less than (i) $3.308, if such offering is commenced within six (6) months after the Closing Date, or (ii) $3.804, if such offering is commenced after the date which is six (6) months after the Closing Date. Such offeree shareholders may assign their right to acquire shares of common stock with the consent of the Company, which may be withheld in the Company's sole discretion. (b) After the expiration of twelve months from the Closing, if the Company proposes to issue any shares of common stock (or options, warrants or other rights or convertible securities exercisable for or convertible into common stock) of the Company in a bona fide transaction that is otherwise permissible under this Agreement and in which the offering price is less than $3.308 per common share (adjusted equitably for stock splits, reverse stock splits, subdivisions, reclassifications and similar capital transactions), the Company shall notify the Investor at least thirty (30) days prior to such proposed issuance, setting forth in reasonable detail the proposed terms and conditions of such offering, including without limitation the identity of the proposed recipient. The investor shall have the right, hereby granted by the Company, to purchase all or its pro rata portion (on a fully diluted basis assuming the conversion of all outstanding Preferred Shares, exercise and conversion of the Warrant and the Warrant Shares, to the extent the Warrant is then exercisable, and exercise or options having a strike price less than or equal to the offering price) of such offered securities for cash at the price specified in the Company's notice. The Investor may exercise such right by delivery of written notice to the Company within thirty (30) days after the. Company's delivery of the notice, and the closing of a purchase by the Investor shall occur within thirty (30) days after such notice of exercise on the business day specified by the Investor. The notice and purchase opportunity provisi...

Future Capital Requirements. (a) If the General Partner elects to increase the capital of the Partnership over and above the sum of (i) the initial Capital Contributions of the General Partner and the Original Limited Partner (including, without limitation, additional initial Capital Contributions made at Subsequent Closings) and (ii) the Additional LP Capital Contributions (irrespective of whether all of the Capital Contributions referred to in clauses (i) and (ii) are then paid in), if any such Additional LP Capital Contributions are made, the General Partner may do so through the issuance of additional limited partnership interests provided, that no additional limited partnership interests may be offered on terms which would, prior to the Put Date, (x) reduce or change the timing or priority of, any distribution or payment otherwise receivable by the Original Limited Partner in accordance with the terms of this Agreement, or (y) provide for any puts, calls, tenders or the like on terms more favorable (whether in price, timing or otherwise) to the holders of such additional limited partnership interests (the "Subsequent Limited Partners") than the terms of the Early Put, the Put, the Call and the Tender Offer provided for to the Original Limited Partner. (b) Such additional limited partnership interests shall be offered first to the Original Limited Partner, at the price which the General Partner proposes to offer the same to third parties and otherwise on the same terms, which right of first refusal shall be exer- cisable by the Original Limited Partner for a period of 35 days. The Original Limited Partner shall, immediately upon receipt of any such offer from the General Partner, offer (a "First-round Offer") to the Members of the Original Limited Partner, ratably in accordance with the LLC Interests then outstanding, additional LLC Interests, on the same terms, and for the same price, as have been offered to the Original Limited Partner. Such First-round Offer from the Original Limited Partner shall be exercis- able by the Members for a 22-day period, commencing on the date the Original Limited Partner receives its offer from the General Partner; any Member electing to accept such offer must pay the specified price in immediately available funds to the Designated Member by the 23rd day. If no Members accept a First-round Offer, there shall be no Second-round Offer. If any, but less than all, Members elect to purchase their ratable portion of additional LLC Interests corresponding...

Future Capital Requirements. If any present or future applicable Legal Requirement (whether or not having the force of law) or the interpretation thereof by a court or governmental authority with appropriate jurisdiction affects the amount of capital required or expected to be maintained by the Issuing Bank, any Participant or the Agent or any corporation controlling the Issuing Bank, such Participant or the Agent and the Issuing Bank, such Participant or the Agent determines that the amount of capital required to be maintained by it or such corporation is increased by or based upon the existence of this Agreement and the other Credit Documents, then the Issuing Bank or the Agent may notify the Account Party of such fact, and the Account Party shall pay to the Issuing Bank or the Agent (for the benefit of the subject Participant, if applicable) from time to time within ten (10) days of the written demand made by the Issuing Bank or the Agent setting forth in reasonable detail the effect of the applicable Legal Requirement, as an additional fee payable hereunder, such amount as the Issuing Bank, such Participant or the Agent shall determine in good faith and certify in a notice to the Account Party to be an amount that will adequately compensate the Issuing Bank, such Participant, the Agent, or such corporation in light of these circumstances for its increased costs of maintaining such capital.

Future Capital Requirements. The Company's future capital requirements will depend upon many factors, including the development of new water purification products, possible requirements to maintain adequate manufacturing facilities, the progress of the Company's research and development efforts, expansion of the Company's marketing and sales efforts and the status of competitive products and services. The Company believes that it will require additional funding in order to fully exploit its plan for operations. There can be no assurance, however, that the Company will secure such additional financing. There can be no assurance that any additional financing will be available to the Company on acceptable terms, or at all. If issuing equity securities raises additional funds, further dilution to the existing stockholders will result. Private and Confidential

Future Capital Requirements. (a) If, prior to the Implementation Date, either party requires additional debt or equity capital (in addition to the equity capital contemplated in clauses 12.1 and 12.2 and, in respect of ▇▇▇▇▇▇, any debt from time to time raised in connection with the Proposed Facility) (Additional Capital), the parties will discuss in good faith the sourcing of the Additional Capital in a manner and from sources that will maximise the prospects of each party sourcing its pro rata share of the Additional Capital such that the principles applied in agreeing the Exchange Ratio (immediately prior to the Execution Date) are kept intact and no adjustment to the Exchange Ratio is necessitated by the capital raising(s). (b) If, despite the parties’ respective best efforts, it is not possible to source the Additional Capital in the pro rata manner contemplated in clause 12.3(a), the parties will negotiate in good faith to determine an adjustment to the Exchange Ratio that is consistent with the principles applied in determining the Exchange Ratio (immediately prior to the Execution Date) and that appropriately reflects the relativities of the sourcing of the Additional Capital.

Future Capital Requirements