Preferred Contributions definition
Examples of Preferred Contributions in a sentence
The Company hereby represents and warrants to each of the other parties hereto as of the date hereof that the Common Stock to be issued as consideration for the Contribution and the Preferred Contributions will have been duly authorized and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and nonassessable.
Member Preferred Contributions shall not entitle the makers thereof to any voting rights in respect of such Member Preferred Contributions.
Distributions of preferred returns on Member Preferred Contributions must be made to each Member simultaneously pro rata based on each Member’s respective proportion of outstanding Member Preferred Contributions.
Except as provided in Section 6.04 and subject to payment of any outstanding amounts due under any Deficiency Loan or any Preferred Contributions, the Company shall, as determined by the Members as a Major Decision, make distributions of Available Cash to the Members in proportion to their then respective Percentage Interests, it being acknowledged that it is the intent of the Members to distribute Available Cash regularly but consistent with business requirements and the Transaction Documents.
Upon any distribution pursuant to this Agreement to a Member in respect of outstanding Member Preferred Contributions (other than distributions in respect of accrued and unpaid preferred returns thereon), the portion of such Member Preferred Contributions in respect of which a distribution was made pursuant to this Agreement shall cease to accrue preferred returns and shall be cancelled and no longer outstanding for any purpose whatsoever.
All Member Preferred Contributions made to the Company shall entitle the Member who made such Member Preferred Contributions to receive a cumulative preferred return on such Member Preferred Contributions of 5% per annum, which preferred return will be paid in cash on a quarterly basis subject to there being cash available to be distributed therefor pursuant to Section 5.1(b)(i).
For the avoidance of doubt, the amount of outstanding Member Preferred Contributions shall not be considered liabilities of the Company.
No Member shall be required to make Member Preferred Contributions of more than Ten Million dollars ($10,000,000) in the aggregate without the unanimous written consent of all Members.
All cash of the Company, including the proceeds of cash capital contributions, loans and Member Preferred Contributions and cash derived from Trading Activities, shall be deposited by the Trading Member in one or more segregated bank accounts in the name of the Company and shall be controlled by the Trading Member and used by the Trading Member in its sole discretion to conduct the Trading Activities.
Upon the written agreement of all the Members, the Members will make such additional Member Preferred Contributions to the Company as are agreed upon in writing by all of the Members on such terms as they shall so agree (including such terms as shall be contained in an amendment to the Agreement).