Voluntary Additional Capital Contributions Sample Clauses

Voluntary Additional Capital Contributions. (a) No Member may be required at any time to contribute any additional amounts or assets to the Company. (b) If the Corporate Manager determines that additional equity capital is required for Company operations and activities, and shall determine not to effect a Listing at that time or otherwise obtain funding in accordance with the provisions of Section 3.7, the Corporate Manager shall issue a call notice to the Members advising them of the total funding that the Company seeks, each Member’s pro rata share thereof (based upon its Percentage Interest), the price per Member Unit and the date upon which such voluntary contributions are to be payable, which shall be a date not less than 45 days subsequent to the date of such notice. (c) Each Member shall have the right, but not the obligation, to contribute its pro rata share for additional Member Units thereof by giving notice to the Company within 30 days following receipt of such call notice from the Corporate Manager. If fewer than all the Members agree to contribute their pro rata amounts, then the other Members that do contribute their pro rata amounts shall have the right to contribute such additional amounts for additional Member Units in accordance with their Percentage Interests (excluding the Percentage Interests of the non-participating Members). Notwithstanding the foregoing, Holdco shall have the right to contribute additional amounts on account of itself and any Members who also are members of Holdco, and such Members shall not be eligible to make direct additional contributions hereunder. (d) Each Member shall make payment of its portion of the capital call on or before 11:00 a.m., central time, on the due date. Payment shall be made by wire transfer of clearing house funds, if so designated in the call notice, and otherwise by check payable to the order of the Company. (e) Except as provided in Sections 3.4, 3.6(c) or 3.7, no Member shall have the right to make additional cash contributions to the Company after the Operations Date.
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Voluntary Additional Capital Contributions. (a) No Member may be required at any time to contribute any additional amounts or assets to the Company in excess of those set forth in Section 3.2 above. (b) If the Manager determines that additional equity capital is required for any purpose of the Company then, subject to receipt of applicable regulatory approvals necessary for (i) the Company to issue securities in exchange for such equity capital and (ii) the Offerees desiring to contribute to acquire such securities, the following procedures shall apply. The Manager shall issue a written call notice to the Offerees advising them of the total funding that the Company seeks, the number, price and other terms and conditions of the Member Units to be issued by the Company (the "Additional Member Units"), and each Offeree's Pro Rata Share thereof. The call notice shall designate the date by which Offerees' binding written subscriptions (described in Section 3.3(c) hereof) to acquire Additional Member Units must be delivered to the Manager (the "Subscription Date"). The Subscription Date shall be at least 45 days after the date of the Manager's call notice. (c) Each Offeree shall have the right, but not the obligation, to deliver to the Manager no later than the Subscription Date an irrevocable written commitment, conditioned solely on the receipt of any applicable regulatory approvals, to acquire a specified number of Additional Member Units ("Subscription Number"). On the Subscription Date, the Manager shall notify each subscribing Offeree of the number of Additional Member Units allocated to it for purchase. (d) In the event that the subscribing Offerees have commited to purchase more Additional Member Units than the total thereof being offered, then the Manager shall determine each Offeree's purchase allocation of Additional Member Units as follows. First, the Manager shall allocate to each subscribing Offeree a number of Member Units equal to the lesser of its Subscription Number or its Pro Rata Share percentage of all Additional Member Units. Second, the Manager shall allocate the remaining Additional Member Units to those Offerees which have subscribed for more than their Pro Rata Share of the offering (an "Overallocation Offeree") by allocating to each such Offeree a number of Additional Member Units equal to the lesser of: (i) the excess of the Offeree's Subscription Number over the number of Member Units already allocated to the Offeree under clause First above; or (ii) its Pro Rata Share percent...
Sample 1
Voluntary Additional Capital Contributions. If the General Partner determines that the Partnership needs additional capital to acquire additional Securities, for the payment of Partnership Expenses or for any other proper Partnership purpose, the General Partner may so notify the Limited Partner and permit voluntary additional Capital Contributions by the Limited Partner. The General Partner shall make additional Capital Contributions from time to time to the extent necessary to cause its aggregate Capital Contributions to equal 1.01% of the aggregate Capital Contributions of the Limited Partner.
Sample 1
Voluntary Additional Capital Contributions. In the event that the Manager determines that the Company requires additional capital and that the Company is not able to borrow such capital based on its own credit, the Manager shall submit to the Members a plan for raising additional capital from the Members. If such plan is approved by a Majority in Interest of the Members, the Company shall request that each Member make an additional capital contribution to the Company in proportion to the Members' respective Allocation Percentages. No Member shall be obligated to make any additional contribution to the Company's capital; provided, however, that if any Member fails to make an additional capital contribution then the Allocation Percentages of the Members shall be adjusted in a manner set forth in the plan approved by the Majority in Interest of the Members. It is specifically understood that there may be multiple requests for voluntary additional capital contributions from the Members pursuant to this Section 2.02.
Sample 1
Voluntary Additional Capital Contributions. The Members may make voluntary Capital Contributions to the LLC. Any voluntary Capital Contribution must be pro rata, based upon the respective Interests of the Members, unless otherwise agreed by a Majority Vote of the Members. Consent to a non pro rata Capital Contribution must be in writing.
Sample 1
Voluntary Additional Capital Contributions. 20 SECTION 3.7 Issuance to Corporate Manager...................................................................21 SECTION 3.8 Adjustment of Tax-Exempt Members' Capital.......................................................23 SECTION 3.9
Sample 1

Related to Voluntary Additional Capital Contributions

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

  • No Additional Capital Contributions Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership without the consent of the General Partner.

  • 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.

  • Initial Capital Contribution The initial Capital Contribution of the Original Member as of the date of this Agreement will be $ .

  • Member Capital Contributions (Check One)

  • 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.

  • 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:

  • 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.

  • 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).

  • Additional Contributions The Member is not required to make any additional capital contribution to the Company. However, the Member may at any time make additional capital contributions to the Company in cash or other property.

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