Additional Capital Calls Clause Samples
The 'Additional Capital Calls' clause allows a fund or partnership to request further contributions from its investors beyond their initial commitments. Typically, this clause outlines the circumstances under which additional funds may be required, such as unforeseen expenses or investment opportunities, and specifies the process and limits for making such calls. Its core function is to provide financial flexibility for the entity, ensuring it can meet its obligations or capitalize on opportunities without being constrained by the original capital commitments.
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Additional Capital Calls. Subject to the terms and conditions of this Agreement, the Board of Directors may, from time to time but no more frequently than monthly without the written consent of the Members, make additional capital calls upon the Members to fund upcoming expenses or deficits, which may be based on an estimate of future expenses.
Additional Capital Calls. No Member shall be required to make any additional Capital Contributions.
Additional Capital Calls. To the extent that the Adjustment Amount (as defined in the Stock Purchase Agreement) or any other amount (other than the Purchase Price (as defined in the Stock Purchase Agreement)) is or may from time to time become payable by the Company to Philips under the Stock Purchase Agreement, the Company shall have the right to: (a) issue such number of cumulative preferred shares, each with a nominal value of €1.00, at a total price per share equal to €1,000 as may be necessary to raise an aggregate amount of cash equal to the amount so payable (such shares hereinafter being referred to as the “Capital Call Shares”) and (b) require the Investor to subscribe and pay for 80.1% of such Capital Call Shares and Philips to subscribe and pay for 19.9% of such Capital Call Shares, all within such timeframe and in such manner as may be necessary for the Company to make full and timely payment of such amount to Philips in accordance with the Stock Purchase Agreement.
Additional Capital Calls. 9 6.2 Failure to Make Mandatory Capital Calls..................................... 9 6.3 Decision-Making............................................................. 10 6.4 Interests in Profits, Losses and Distributions............................................................... 11 6.5 Put and Call Options........................................................ 12 6.6
Additional Capital Calls. As the Board from time to time determines that the Company requires additional capital pursuant to the foregoing provisions, the Company shall give notice to each Member of (i) the total amount of additional capital required, designating the amount that is attributable to Operating Expenses and the amount attributable to Brand Maintenance Fees relating to such Member’s License; (ii) each Member’s proportionate share (based on Percentage Interest) of the total additional capital to be contributed to the Company for Operating Expenses; and (iii) the date such Member’s additional Capital Contribution is due and payable, which date shall be not less than ten (10) business days after the date such notice was given (which shall be the same date for both Members for any Capital Contributions relating to Operating Expenses).
Additional Capital Calls. The Members recognize that the Company may require from time to time capital in order to accomplish the purpose and business of the Company. Accordingly, additional cash capital contributions ("Additional Capital Calls") may be called for from time to time by the Voting Member Majority. Within ten Business Days after the date such Additional Capital Call is declared by the Voting Member Majority, each Member shall be entitled to contribute, in cash, to the capital of the Company an amount (the "Additional Contribution") equal to such Member's Percentage Interest at the time of the Additional Capital Call multiplied by the aggregate additional capital contributions. No Member shall be obligated to make any Additional Contributions to the Company and, accordingly, no Member shall be liable for damage to the Company or any other Member as a result of the failure of such Member to make any such Additional Contributions. The remedies set forth in Section 3.3 below shall be the sole remedies for any such failure.
Additional Capital Calls. (a) Each Member shall be required to make payment when due, in proportion to its respective Investment Percentage, of all of its share of the Capital Calls set forth in the then annual Budget, as such may be amended from time to time.
(b) In addition, subject to the limitations set forth in Section 7.8 hereof, upon 30 days prior written notice to the Members the Company may, from time to time, issue Capital Calls, requiring the Members to make additional contributions of capital to the Company in proportion to their respective Investment Percentages. Capital Calls specifically referred to in any annual Budget may be made by the chief executive officer of the Company.
Additional Capital Calls. The Common Members recognize that the Company may require from time to time, in addition to the Initial Contributions, capital in order to accomplish the purpose and business of the Company. Accordingly, additional cash capital contributions ("Additional Capital Calls") may be called for from time to time by the Voting Member Majority. Within ten Business Days after the date such Additional Capital Call is declared by the Voting Member Majority, each Common Member shall be entitled to contribute, in cash, to the capital of the Company an amount (the "Additional Contribution") equal to such Common Member's Common Percentage Interest at the time of the Additional Capital Call multiplied by the aggregate additional capital contributions. No Common Member shall be obligated to make any Additional Contributions to the Company and, accordingly, no Common Member shall be liable for damage to the Company or any other Common Member as a result of the failure of such Common Member to make any such Additional Contributions. The remedies set forth in Section 3.3 below shall be the sole remedies for any such failure.
Additional Capital Calls. 21 4.3 Failure to Pay a Capital Call.................................. 21 4.4 Return of Contributions........................................ 22
Additional Capital Calls. (a) If the Partnership issues any Class A Additional Issuance Notice in respect of the construction of the Phase 1 Project or related Partnership Expenses (as defined in the Partnership Agreement) pursuant to Section 4.3(e)(ii)(A)(1) of the Partnership Agreement (excluding any Class A Additional Issuance Notice in respect of De-Bottlenecking Contributions), then the ACQ shall be adjusted up or down, as applicable, to equal fifty-two million one hundred seventy thousand (52,170,000) MMBtu, multiplied by a fraction having as numerator the number of Class A Units held by Buyer or its Affiliate (as calculated immediately after any changes to the number of Class A Units held by Buyer or its Affiliate in connection with such Class A Additional Issuance, including any Unsubscribed Units (as defined in the Partnership Agreement) purchased by Buyer or its Affiliate after a Limited Partner has declined to make an additional Capital Contribution in connection with such Class A Additional Issuance Notice, but excluding any Class A Units issued in respect of De-Bottlenecking Contributions), and as denominator the sum of (i) the number of Class A Units issued to Buyer or its Affiliate in connection with Buyer or its Affiliate’s capital commitment for the Phase 1 Project and (ii) the total number of Class A Units offered to Buyer or its Affiliate pursuant to all Class A Additional Issuance Notices (excluding any Class A Additional Issuance Notice in respect of De-Bottlenecking Contributions and any Class A Units offered in respect of Unsubscribed Units (as defined in the Partnership Agreement)).
(b) If the Partnership issues any Class A Additional Issuance Notice in respect of De-Bottlenecking Contributions pursuant to Section 4.3(e)(ii)(A)(1) of the Partnership Agreement (and only such provision), then the ACQ, as previously adjusted (if any) pursuant to Section 5.1.2(a) or (c) or this Section 5.1.2(b), shall be increased for all purposes of this Agreement starting with the Contract Year in which the relevant De-Bottlenecking project is completed, by a quantity equal to the De-Bottlenecking Total Quantity, multiplied by the number of Class A Units issued to Buyer or its Affiliate in connection with such De-Bottlenecking Contributions, divided by the total number of Class A Units issued to Buyer or its Affiliate and any other Limited Partners in connection with such De-Bottlenecking Contributions; provided that for the year in which the applicable De-Bottlenecking projec...