Common use of Additional Capital Commitments Clause in Contracts

Additional Capital Commitments. When the Initial Commitments have been funded by the Partners and the Partnership has a Capital Need (as defined below), there shall be successive additional rounds of commitments for Capital Contributions offered by the Partnership to the Partners ("Offered Commitments" and together with Initial Commitments, collectively the "Commitments"); provided, however, 6 -6- the aggregate Capital Contributions made by all Partners under all Commitments shall not exceed $10,000,000 without the prior express written consent of all Partners. Each such round shall be in increments of $2,000,000 in aggregate Offered Commitments and shall be offered as soon as practical upon a Capital Need. As used herein, a "Capital Need" shall be deemed to exist when (a) all then outstanding Commitments of the Partners have been fully funded and (b) the Partnership then needs additional funds (or reasonably anticipates the need for additional funds within 60 days) for its operations or to maintain reasonable reserves for such operations. Upon the occurrence of a Capital Need, an offering of a round of Offered Commitments may be commenced by any Partner upon such Partner giving written notice thereof to the other Partners and, once commenced, such offering shall continue for a period of 30 days thereafter (the "Offer Period"). With regard to each round of Offered Commitments, the General Partner must accept Offered Commitments in an amount equal to 1% of all Offered Commitments accepted by the Limited Partners and each Limited Partner shall have the right (but no obligation) to accept Offered Commitments in an amount equal to but not less than 49.5% of the Offered Commitments (which percentage may not correspond to then existing Unit Percentages, as adjusted). Each Limited Partner that desires (or is obligated) to accept Offered Commitments must give written notice of its acceptance to each other Partner and to the Partnership during the Offer Period. Unless a Limited Partner accepts Offered Commitments during the Offer Period in accordance with the foregoing, such Limited Partner shall be deemed to have rejected such Offered Commitments. If a Limited Partner rejects (or is deemed to have rejected) the Offered Commitments, the other Limited Partner may elect to accept all (but not less than all) of such rejected Offered Commitments by giving written notice thereof to the Other Partners on or before the expiration of 15 days after the end of the Offer Period.

Appears in 1 contract

Sources: Limited Partnership Agreement (Leukosite Inc)

Additional Capital Commitments. When the Initial Commitments have been funded by the Partners and the Partnership has a Capital Need (as defined below), there shall be successive additional rounds of commitments for Capital Contributions offered by the Partnership to the Partners ("Offered Commitments" ") and together with Initial Commitments, collectively the "Commitments"); provided, however, 6 -6- the aggregate Capital Contributions made by all Partners under all Commitments shall not exceed $10,000,000 without the prior express written consent of all Partners. Each such round shall be in increments of $2,000,000 in aggregate Offered Commitments and shall be offered as soon as practical upon a Capital Need. As used herein, a "Capital Need" shall be deemed to exist when (a) all then outstanding Commitments of the Partners have been fully funded and (b) the Partnership then needs additional funds (or reasonably anticipates the need for additional funds within 60 days) for its operations or to maintain reasonable reserves for such operations. Upon the occurrence of a Capital Need, an offering of a round of Offered Commitments may be commenced by any Partner upon such Partner giving written notice thereof to the other Partners and, once commenced, such offering shall continue for a period of 30 days thereafter (the "Offer Period"). With regard to each round of Offered Commitments, the General Partner must accept Offered Commitments in an amount equal to 1% of all Offered Commitments accepted by the Limited Partners and each Limited Partner shall have the right (but no obligation) to accept Offered Commitments in an amount equal to but not less than 49.5% of the Offered Commitments (which percentage may not correspond to then existing Unit Percentages, as adjusted). Each Limited Partner that desires (or is obligated) to accept Offered Commitments must give written notice of its acceptance to each other Partner and to the Partnership during the Offer Period. Unless a Limited Partner accepts Offered Commitments during the Offer Period in accordance with the foregoing, such Limited Partner shall be deemed to have rejected such Offered Commitments. If a Limited Partner rejects (or is deemed to have rejected) the Offered Commitments, the other Limited Partner may elect to accept all (but not less than all) of such rejected Offered Commitments by giving written notice thereof to the Other Partners on or before the expiration of 15 days after the end of the Offer Period.

Appears in 1 contract

Sources: Limited Partnership Agreement (Millennium Pharmaceuticals Inc)

Additional Capital Commitments. When the Initial Commitments have been funded by the Partners and the Partnership has a Capital Need (as defined below), there shall be successive additional rounds of commitments for Capital Contributions offered by the Partnership to the Partners ("Offered CommitmentsOFFERED COMMITMENTS" and together with Initial Commitments, collectively the "CommitmentsCOMMITMENTS"); provided, however, 6 -6- the aggregate Capital Contributions made by all Partners under all Commitments shall not exceed $10,000,000 *********** without the prior express written consent of all Partners. Each such round shall be in increments of $2,000,000 ********** in aggregate Offered Commitments and shall be offered as soon as practical upon a Capital Need. As used herein, a "Capital NeedCAPITAL NEED" shall be deemed to exist when (a) all then outstanding Commitments of the Partners have been fully funded and (b) the Partnership then needs additional funds (or reasonably anticipates the need for additional funds within 60 days) for its operations or to maintain reasonable reserves for such operations. Upon the occurrence of a Capital Need, an offering of a round of Offered Commitments may be commenced by any Partner upon such Partner giving written notice thereof to the other Partners and, once commenced, such offering shall continue for a period of 30 days thereafter (the "Offer PeriodOFFER PERIOD"). With regard to each round of Offered Commitments, the General Partner must accept Offered Commitments in an amount equal to 1% ** of all Offered Commitments accepted by the Limited Partners and each Limited Partner shall have the right (but no obligation) to accept Offered Commitments in an amount equal to but not less than 49.5% ***** of the Offered Commitments (which percentage may not correspond to then existing Unit Percentages, as adjusted). Each Limited Partner that desires (or is obligated) to accept Offered Commitments must give written notice of its acceptance to each other Partner and to the Partnership during the Offer Period. Unless a Limited Partner accepts Offered Commitments during the Offer Period in accordance with the foregoing, such Limited Partner shall be deemed to have rejected such Offered Commitments. If a Limited Partner rejects (or is deemed to have rejected) the Offered Commitments, the other Limited Partner may elect to accept all (but not less than all) of such rejected Offered Commitments by giving written notice thereof to the Other Partners on or before the expiration of 15 days after the end of the Offer Period.

Appears in 1 contract

Sources: Limited Partnership Agreement (Leukosite Inc)