Unilateral right to fund Sample Clauses

Unilateral right to fund. (A) Non-payment of a required capital contribution If a Shareholder fails to fund, when due, all or a portion of a capital contribution required by a Contribution Notice, the other Shareholder may fund such amount, together with its own corresponding capital contribution, by way of a Shareholder Covering Loan. Entry (or any decision not to enter) into a Shareholder Covering Loan by a Shareholder shall be without prejudice to any other remedies which such Shareholder or the Company may have, including the pursuit of remedies requiring the non-funding Shareholder to fund and seeking damages for any such failure. (B) Interim funding If: (i) prior to the notification by the Company of the results of the Final Evaluation Tests pursuant to clause 12.5(A) (Final Evaluation Tests): (a) the Company has met the requirements of the Initial Evaluation Test; (b) the Total Contribution Cap has been reached or the Shareholders are otherwise not required to make further capital contributions; and Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission. (c) the Company requires additional capital to fund the Business pursuant to the Business Plan but the Shareholders do not jointly agree to do so (in whole or part); or (ii) following the notification by the Company of the results of the Final Evaluation Tests pursuant to clause 12.5(A) (Final Evaluation Tests): (a) the Company has not met the requirements of both the Final Evaluation Tests; (b) the provisions of clause 12.7(C) (Unilateral equity funding) are not applicable; and (c) the Company requires additional capital to fund the Business pursuant to the Business Plan but the Shareholders do not jointly agree to do so (in whole or part), each Shareholder shall be entitled to fund such amount by way of a Shareholder Loan. If both Shareholders are willing to provide funds and cannot jointly agree on the means to do so, each Shareholder shall make a capital contribution in proportion to its Percentage Shareholding in consideration for additional Shares in accordance with clause 12.3 (Contribution Notice and forms of contribution) provided that, if the combined capital contribution is less than the Company requires as a result of one Shareholder being unwilling to fund its full Percentage Sha...
AutoNDA by SimpleDocs

Related to Unilateral right to fund

  • Right to Cancel 23.1 You have a right to cancel this Agreement within a period of seven days commencing on the date on which this Agreement is concluded or the date on which you receive this Agreement (whichever is later) (the “Cancellation Period”). 23.2 Should you wish to cancel this Agreement within the Cancellation Period, you should send a notice electronically to the following email address: xxxxxxx@xxxxxxx.xxx. Cancelling this Agreement within the Cancellation Period will not cancel any Transaction entered into by you during the Cancellation Period. If you fail to cancel this Agreement within the Cancellation Period you will be bound by its terms but you may terminate this Agreement in accordance with clause 26 (Termination without Default).

  • Your Right to Cancel You can cancel this Agreement by giving written notice to us within 5 business days of being handed a completed copy of this Agreement; or within 7 business days of receipt if the completed Agreement is emailed or sent to you electronically; or within 9 business days of the date the completed Agreement was posted to you (if applicable). Saturdays, Sundays and national public holidays are not counted as business days. You can physically give the notice to us or our employee or agent, post the notice to us or our agent or email the notice to our email address listed in these Commercial Terms. If you cancel this Agreement, you must immediately repay the Loan and any interest accrued for the period starting on the day you get the Loan until the day you repay us in full (if relevant). You must also reimburse us for any reasonable expenses we have to pay in connection with this Agreement and its cancellation, including legal fees and credit report fees. This statement is only a summary of your cancellation rights and obligations. If you want more information, or if you think that we are being unreasonable in any way, you should seek legal advice immediately. If you are unable reasonably to keep up your payments because of illness, injury, loss of employment, the end of a relationship, or other reasonable cause, you may be able to ask us to vary the terms of this Agreement (we call this a Hardship Variation). To apply for a Hardship Variation, you need to:

  • Our Right to Terminate We may terminate this Agreement and close your account at any time by giving you 30 days’ written notice; this right is in addition to any other rights to terminate this Agreement or close your account that we may have under this Agreement.

  • Licensee’s Right to Terminate Licensee may, at its option, without prejudice to any other remedies it may have, terminate this agreement by giving written notice of such termination to Licensor as follows: (a) immediately, in the event that Licensor abandons the Licensed Marks or otherwise ceases to support the Licensed Marks in Licensor's business; or (b) immediately in the event of the occurrence of a Bankruptcy with respect to Licensor; or (c) immediately in the event of an occurrence of termination pursuant to Section 13.2(d).

  • Right to Grieve Where an employee feels that she has been aggrieved by a decision of the Employer related to promotion, demotion or transfer, the employee may grieve the decision at Step 3 of the grievance procedure in Article 9 of this Agreement within seven (7) days of being notified of the results.

  • Your Right to Terminate You may also terminate this Client Agreement or close your Account at any time by giving us written notice. Your Account will be closed as soon as reasonably practicable after we have received notice, all open Positions are closed, Orders are cancelled, and all of your obligations are discharged.

  • BUYER’S RIGHT TO CANCEL If after completion of an appraisal by a licensed appraiser, Buyer receives written notice from the Lender or the appraiser that the Property has appraised for less than the Purchase Price (a “Notice of Appraised Value”), Buyer may cancel the REPC by providing written notice to Seller (with a copy of the Notice of Appraised Value) no later than the Financing & Appraisal Deadline referenced in Section 24(c); whereupon the Xxxxxxx Money Deposit shall be released to Buyer without the requirement of further written authorization from Seller.

  • Right to Reject Investment In contrast, we have the right to reject your subscription for any reason or for no reason, in our sole discretion. If we reject your subscription, any money you have given us will be returned to you.

  • Right to Change Plans By reason of Sections 5.4, 5.5, 5.6 and 5.7 herein, the Company shall not be obligated to institute, maintain, or refrain from changing, amending, or discontinuing any benefit plan, policy or program, so long as such changes are similarly applicable to the Executive’s peer executives.

  • Right to Company Materials The Executive agrees that all styles, designs, lists, materials, books, files, reports, correspondence, records, and other documents (“Company Materials”) used, prepared, or made available to the Executive shall be and shall remain the property of the Company. Upon the termination of employment or the expiration of this Agreement, the Executive shall immediately return to the Company all Company Materials, and the Executive shall not make or retain any copies thereof.

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