Additional Required Capital Sample Clauses

Additional Required Capital. In the event that the Pennsylvania Department requires that capital contributions be made into OneBeacon Insurance (either by virtue of a requirement to increase reserves or a requirement to increase surplus, or both), such that the aggregate amount of Cash Equivalents and Investment Assets of OneBeacon Insurance, on a consolidated basis with its Subsidiaries, after giving effect to such capital contributions, shall exceed, as of the Closing, the aggregate amount of Cash Equivalents and Investment Assets of OneBeacon Insurance, on a consolidated basis with its Subsidiaries, contemplated by the Estimated Closing Date Balance Sheet (such excess amount referred to herein as the “Required Additional Capital Amount”), then the provisions of this Section 5.19 shall apply. Seller shall contribute to OneBeacon Insurance (i) an amount of Cash Equivalents (the “Seller Pari Passu Amount”) equal to the lesser of (x) fifty percent (50%) of the Required Additional Capital Amount or (y) the Pre-Closing Seller Contribution; and (ii) if the Required Additional Capital Amount exceeds two times the Seller Pari Passu Amount, an amount of Cash Equivalents of such excess, up to a maximum of $36.65 million (the “Seller Priority Amount”). In consideration of each amount, if any, contributed by Seller pursuant to this Section 5.19, OneBeacon Insurance will issue a surplus note to Seller, which surplus note(s) shall be substantially in the applicable form attached hereto as Exhibit 8 (each, a “Surplus Note”). The Surplus Note, if any, issued in consideration of the Seller Pari Passu Amount (the “Seller Pari Passu Note”), will be subordinated to the Surplus Note, if any, issued in consideration of the Seller Priority Amount (the “Seller Priority Note”).” 2. Amendment to Section 8.1
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Additional Required Capital. The Shareholders acknowledge that it is their intent to borrow or finance additional capital needs of the Channahon Facility to continue and/or maximize its operations, but that there may be a need for additional capital to meet the requirements of the Initial Budget or any Annual Budget that cannot be borrowed or otherwise obtained from Third Parties. The Shareholders agree that if additional funds are needed to complete the Agreed Construction, for pre-opening expense, expenses and capital expenditures necessary to open the Channahon Facility, make payments on the Lease, continue operations or such similar matters in accordance with the Initial Budget or any Annual Budget, then, within ten (10) business days of the written demand of the Company President or any Director, setting forth the reasonable amount necessary for each Shareholder to contribute, each Shareholder shall contribute in cash or cash equivalent its pro-rata share, based on Share ownership, of the amount requested as Additional Required Capital. However, to the extent that UGE is receiving (or has met the requirements to receive) Profits in excess of its then existing percentage of ownership in the Company pursuant to Section 5.4, prior to any Profit distribution to either Shareholder, EFTI shall be entitled to be repaid an amount equal to any Additional Required Capital it has contributed to the Company, in excess of the Additional Required Capital contributed by UGE.
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Additional Required Capital. (i) In addition to the Initial Capital Contributions set forth above, each Member agrees to make additional capital contributions to the Company from time to time, provided that (1) the Members shall have previously Consented to the amount of such additional capital contributions (whether pursuant to the Operating Budget approved pursuant to the terms hereof, by Consenting to a new Operating Budget or otherwise) or (2) if the Board of Managers unanimously determines that the Company requires funding from its Members for payments to be made by the Company, and sufficient reserves therefor and Cash Available for Distribution are not available (the amount of any such deficiency being hereinafter referred to as a “Cash Shortfall”, and the amount of any additional capital contribution required to be made pursuant to the foregoing referred to as an “Additional Capital Contribution”). In the case of an Additional Capital Contribution described in clause (2) above, each Member shall contribute capital, in an aggregate amount equal to the amount of the applicable Cash Shortfall, in accordance with their respective Percentages of Company Interest except to the extent that the Board of Managers elects to cause the Company to borrow additional funds in lieu of such Additional Capital Contribution. The Board of Managers shall provide each Member with written notice at least fifteen (15) days prior to the date (the “Additional Contributions Due Date”) such Additional Capital Contributions are to be made; provided, however, that Additional Capital Contributions paid prior to the Additional Contributions Date shall be deemed to be made on the relevant Additional Contributions Due Date. (ii) In the event that any Member (a “Non-Contributing Member”) does not contribute its full Additional Capital Contribution by the Additional Contributions Due Date, then any other Member which is not a Non-Contributing Member (a “Contributing Member”) shall have, in addition to all remedies provided by law or equity, the right to: (1) declare due and payable all or any portion of the unpaid balance of the Additional Capital Contribution of the Non-Contributing Member and to ▇▇▇, or cause the Company to ▇▇▇, such Non-Contributing Member for the amount due and payable (together with interest thereon from the date such installment was due, at the Member Loan Rate (as defined below)); (2) make a loan to the Company (a “Member Loan”) for an amount up to an amount equal to (x) the aggregate req...
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Related to Additional Required Capital

  • Capital Requirements If any Lender or the L/C Issuer determines that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered.

  • Additional Requirements As a condition precedent to the execution and Delivery, the registration of issuance, transfer, split-up, combination or surrender, of any ADS, the delivery of any distribution thereon, or the withdrawal of any Deposited Property, the Depositary or the Custodian may require (i) payment from the depositor of Shares or presenter of ADSs or of an ADR of a sum sufficient to reimburse it for any tax or other governmental charge and any stock transfer or registration fee with respect thereto (including any such tax or charge and fee with respect to Shares being deposited or withdrawn) and payment of any applicable fees and charges of the Depositary as provided in Section 5.9 and Exhibit B, (ii) the production of proof reasonably satisfactory to it as to the identity and genuineness of any signature or any other matter contemplated by Section 3.1, and (iii) compliance with (A) any laws or governmental regulations relating to the execution and Delivery of ADRs or ADSs or to the withdrawal of Deposited Securities and (B) such reasonable regulations as the Depositary and the Company may establish consistent with the provisions of the representative ADR, if applicable, the Deposit Agreement and applicable law.

  • Approval Required This Agreement shall not become effective or binding until approved by the City of Meridian.

  • Prior Approval Required Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.