Voluntary Capital Contributions Sample Clauses

Voluntary Capital Contributions. Except for the Membersobligation to make its respective Initial Capital Contribution, the Members shall not be required to make any additional capital contribution to the Company. To the extent that any operating revenue and the proceeds of any loans to the Company are insufficient to fully fund the development costs set forth in the Budget, any additional capital requirements shall be fulfilled by one or more member loans (“Member Loans”) in accordance with this Section 14.
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Voluntary Capital Contributions. Except as provided in Section 4.04(b), no Member shall have any obligation to the Company, to any other Member or to any creditor of the Company to make any Capital Contributions and no Member shall make any Capital Contribution without the prior written consent of the Manager; provided, that any Member may voluntarily make additional Capital Contributions in exchange for Class A Units at any time pursuant to a valid exercise of Preemptive Rights.
Voluntary Capital Contributions. No Member may make any voluntary contribution of capital to the Company without the written consent of at least three-fourth (3/4) of the Percentage Interests of the Members.
Voluntary Capital Contributions. (a) At any time during the period commencing on the Initial Effective Date, and ending on the second anniversary of the Initial Effective Date, the Board may solicit the Members to make one or more additional Capital Contributions to the Company (each such solicitation, a “Voluntary Capital Call”, and each such contribution, a “Voluntary Capital Contribution”) for the benefit of the Company, up to an amount not to exceed $5,000,000 in the aggregate in any twelve (12) month period following the Initial Effective Date (the “Voluntary Capital Call Cap”).‌ (b) Notwithstanding Section 4.4(a), the Board may, by Supermajority Vote, solicit Voluntary Capital Contributions (i) at any time until the second anniversary of the Initial Effective Date, in an amount exceeding the Voluntary Capital Call Cap; (ii) at any time following the second anniversary of the Initial Effective Date, in any amount; and (iii) at any time, if such Voluntary Capital Contribution is necessary for the Company to ensure that the Exchange maintains, and complies with any regulatory requirements applicable to, its status as a facility of an SRO pursuant to the Exchange Act or to satisfy any other regulatory obligation, to the extent of any amount exceeding the Regulatory Capital Call Cap. (c) As part of a Board vote in accordance with paragraph (a) or (b) of this Section 4.4, the Board shall determine (i) the aggregate dollar amount of such Voluntary Capital Call; (ii) the date by which such Voluntary Capital Contribution shall be made (which shall provide for not less than thirty (30) days written notice); (iii) the FMV of the Company with respect to such Voluntary Capital Call (without giving effect to any Voluntary Capital Contributions in respect of such Voluntary Capital Call); (iv) the Per Common Interest FMV with respect to such Voluntary Capital Call (without giving effect to any Voluntary Capital Contributions in respect of such Voluntary Capital Call); and (v) such other matters as the Board may determine. Upon a Board vote in accordance with paragraph (a) or (b) of this Section 4.4, the Board shall promptly provide each Member with written notice (“Voluntary Call Notice”) of such Voluntary Capital Call, which notice shall specify: (i) the matters determined by the Board pursuant to the immediately preceding sentence; (ii) such Member’s Economic Common Interest Percentage as of the date of the Voluntary Call Notice; and (iii) the reason for such Voluntary Capital‌ Call. Each Member ...
Voluntary Capital Contributions. The Members may make Capital Contributions to the Company with the written consent of both Members, in which event the Company shall adjust the Members' Percentage Interests in the manner unanimously agreed by the Members.

Related to Voluntary Capital Contributions

  • Member Capital Contributions (Check One)

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

  • 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:

  • 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.

  • 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.

  • 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.

  • 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).

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

  • 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 Accounts 12 4.1 Capital Contributions..........................................................................12 4.2 Additional Capital Contributions and Issuances of Additional Partnership Interests.............12 4.3

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