Membership Interests; Initial Capital Contributions Sample Clauses

Membership Interests; Initial Capital Contributions. The Company shall be authorized to issue Membership Interests. The voting powers of Membership Interests upon any and all matters shall be vested exclusively in the holders of the Membership Interests. Membership Interests of the Company shall also be entitled to receive the net assets of the Company upon dissolution. Contemporaneously with execution of this Operating Agreement, the Initial Members shall contribute to the Company cash and/or Property in the following amounts (the “Initial Capital Contributions”) and shall receive in exchange for such Initial Capital Contributions the following Membership Interests in the Company: Initial Member Percentage of Membership Interest Initial Capital Contribution RCTT 66 2/3% $650,000 WCT 33 1/3% *Property Listed on Exhibit A The Members contemplate that RCTT’s Capital Contribution will be utilized for the purchase of computer hardware and for additional development of the Company’s software as determined in the capital expenditure budget approved by the Board and any excess used for working capital needs. Any additional Members acquiring Membership Interests from the Company shall make such Capital Contributions and acquire a Membership Interest as such additional Member and the Company, upon the consent of a Supermajority Interest, shall agree. The Intellectual Property contributed by WCT to the Company shall be subject to the retention by WCT and its Affiliates of a non-exclusive, royalty-free, perpetual license to use, sublicense, create derivative works, develop, modify, enhance, and otherwise distribute such Intellectual Property, including all modifications and derivatives thereto, a) created by the Company hereunder, or b) by Wabash Center or its Affiliates after such license becomes effective (This sentence is collectively referred to as “the License”). The License shall be conditioned upon and arise solely in the event of (a) a default under the Note, or any continuation, restatement, amendment, extension, consolidation, replacement or renewal of the Note, or Security Agreement, as it may be amended, and the exercise by RCTT of its remedies as applicable to such Intellectual Property under the Security Agreement, (b) a Default under the Credit Facility, as the same may be modified, amended, extended, consolidated, replaced, renewed, or refinanced in whole or in part from time to time, and the exercise by the Banks of their remedies as applicable to such Intellectual Property pursuant to the Bank Securit...
Sample 1
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Membership Interests; Initial Capital Contributions. The Company shall be authorized to issue Membership Interests. The voting powers of Membership Interests upon any and all matters shall be vested exclusively in the holders of the Membership Interests. Membership Interests of the Company shall also be entitled to receive the net assets of the Company upon dissolution. Contemporaneously with execution of this Operating Agreement, the Initial Members shall contribute to the Company cash and/or Property in the following amounts (the “Initial Capital Contributions”) and shall receive in exchange for such Initial Capital Contributions the following Membership Interests in the Company: Percentage of Membership Initial Capital Initial Member Interest Contribution CAP 67.5 % $ 350,000 Pharmapro 32.5 % *Property Listed on Exhibit A Any additional Members acquiring Membership Interests from the Company shall make such Capital Contributions and acquire a Membership Interest as such additional Member and the Company, upon the consent of a Supermajority Interest, shall agree.
Sample 1

Related to Membership Interests; Initial Capital Contributions

  • Members Capital Contributions (a) Initial Capital Contribution. The initial Capital Contribution described on Schedule 1 (the “Property”) was made by the previous Member.

  • Initial Capital Contributions (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, the Partnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

  • CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS Section 5.1 Organizational Contributions; Contributions by the General Partner and its Affiliates 40 Section 5.2 Contributions by Initial Limited Partners 41 Section 5.3 Interest and Withdrawal 41 Section 5.4 Capital Accounts 41 Section 5.5 Issuances of Additional Partnership Interests and Derivative Instruments 45 Section 5.6 Conversion of Subordinated Units 46 Section 5.7 Limited Preemptive Right 47 Section 5.8 Splits and Combinations 47 Section 5.9 Fully Paid and Non-Assessable Nature of Limited Partner Interests 48 Section 5.10 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights 48 Section 5.11 Establishment of Series A Preferred Units 50 Section 5.12 Deemed Capital Contributions 63 ARTICLE VI

  • Initial Capital Contribution On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in 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.

  • Subsequent Capital Contributions Without creating any rights in favor of any third party, each Member shall contribute to the Company, in cash, on or before the date specified as hereinafter described, that Member's Sharing Ratio of all monies that in the unanimous judgment of the Management Committee are necessary to enable the Company to acquire the Project from the Seller and to cause the assets of the Company to be properly operated and maintained and to discharge its costs, expenses, obligations, and liabilities, including without limitation its Sharing Ratio of the purchase price set forth in the Asset Sale Agreement, and its Sharing Ratio of Working Capital Requirements in order to bring current Company bank accounts to an amount equal to the Working Capital Requirements, as more particularly described in Section 5.01 below. The Management Committee shall notify each other Member of the need for Capital Contributions pursuant to this Section 4.02 when appropriate, which notice must include a statement in reasonable detail of the proposed uses of the Capital Contributions and a date (which date may be no earlier than the fifth Business Day following each Member's receipt of its notice) before which the Capital Contributions must be made. Notices for Capital Contributions must be made to all Members in accordance with their Sharing Ratios.

  • Initial Capital Contribution and Ownership The Trust Beneficial Owner has paid or has caused to be paid to, or to an account at the direction of, the Trustee, on the date hereof, the sum of $15 (or, in the case of Notes issued with original issue discount, such amount multiplied by the issue price of the Notes). The Trustee hereby acknowledges receipt in trust from the Trust Beneficial Owner, as of the date hereof, of the foregoing contribution, which shall be used along with the proceeds from the sale of the series of Notes to purchase the Funding Agreement. Upon the creation of the Trust and the registration of the Trust Beneficial Interest in the Securities Register (as defined in the Trust Agreement) by the Registrar in the name of the Trust Beneficial Owner, the Trust Beneficial Owner shall be the sole beneficial owner of the Trust.

  • Additional Capital Contributions and Issuances of Additional Partnership Interests Except as provided in this Section 4.2 or in Section 4.3, the Partners shall have no right or obligation to make any additional Capital Contributions or loans to the Partnership. The General Partner may contribute additional capital to the Partnership, from time to time, and receive additional Partnership Interests in respect thereof, in the manner contemplated in this Section 4.2.

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

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