Capital Drawdowns Sample Clauses
Capital Drawdowns. (a) Subject to Section 3(f), purchases of Shares will take place on dates selected by the Company in its sole discretion (each, a “Capital Drawdown Date”) and shall be made in accordance with the provisions of Section 1(b).
(b) The Company shall deliver to the Investor, at least ten (10) calendar days prior to each Capital Drawdown Date, a notice (a “Funding Notice”) setting forth (i) the Capital Drawdown Date, (ii) the aggregate number of Shares to be sold to all Investors on the Capital Drawdown Date and the aggregate purchase price for such Shares, (iii) the applicable Drawdown Share Amount, Drawdown Purchase Price and Per Share Price and (iv) the account to which the Drawdown Purchase Price should be wired.
(c) The delivery of a Funding Notice to the Investor shall be the sole and exclusive condition to the Investor’s obligation to pay the Drawdown Share Purchase Price identified in each Funding Notice, and shall represent the Company’s acceptance of the Investor’s irrevocable and ongoing offer to purchase Shares.
(d) On each Capital Drawdown Date, the Investor shall pay the Drawdown Purchase Price to the Company by bank wire transfer in immediately available funds in U.S. dollars to the account specified in the Funding Notice. Copy No.: For the Exclusive Use of:
(e) State Street Bank and Trust Company or any other person as determined by the Board in its discretion will act as transfer agent and registrar for the Shares (the “Transfer Agent”), unless and until, either the Company or the Transfer Agent decides to terminate the agreement between the parties.
(f) The Company may draw Capital Commitments from the Investors at any time during the period from the Initial Closing through the earlier of the (a) completion of a Liquidity Event (as defined below), and (b) the fifth anniversary of the Initial Closing (the “Investment Period”), unless the Investment Period is earlier terminated in connection with a Key Person Event (as defined in Section 10(a)). A “Liquidity Event” means: at the discretion of the Board: (a)(i) the listing of the Company’s common stock on a national securities exchange or (ii) an initial public offering of the Company’s common stock that results in gross proceeds to the Company of at least $50 million and a listing of the common stock on a national securities exchange (each of (i) and (ii), a “Qualified Listing”) or (b) with the consent of a majority of outstanding shares of common stock not affiliated with the Adviser and in acco...
Capital Drawdowns. (a) Common Unitholders agree to purchase Common Units for an aggregate purchase price equal to their respective Undrawn Capital Commitments, payable at such times and in such amounts as required by the Company following the receipt of the required notice, as described below. Each Common Unitholder will be required to make capital contributions (up to the amount of its Undrawn Capital Commitment) to purchase Common Units each time the Company delivers a drawdown notice (a “Drawdown Notice”), which will be delivered in respect of such Capital Commitment at least ten (10) calendar days prior to the required funding date selected by the Company in its sole discretion (a “Capital Drawdown Date”), provided, that, with respect to the first Capital Drawdown Date of any Member, notice may be delivered to Common Unitholders any time prior to the Initial Closing; provided further, that, with respect to the first Capital Drawdown Date immediately following a Subsequent Closing, notice may be delivered to Common Unitholders any time prior to the Subsequent Closing. Each of the Common Unitholders and the Company agrees that on each Capital Drawdown Date, such Common Unitholder shall purchase from the Company, and the Company shall issue to such Common Unitholder, a number of Common Units equal to the Drawdown Unit Amount at an aggregate price equal to the Drawdown Purchase Price; provided, however, that in no circumstance will a Common Unitholder be required to purchase Common Units for an amount in excess of its Undrawn Capital Commitment; provided, further, that the delivery of a Drawdown Notice to a Common Unitholder shall be the sole and exclusive condition to such Common Unitholder’s obligation to pay the Drawdown Purchase Price identified in such Drawdown Notice, and shall represent the Company’s acceptance of the Common Unitholder’s irrevocable and ongoing offer to purchase Common Units. The obligation of Common Unitholders to fund Undrawn Capital Commitments is without defense, counterclaim or offset of any kind.
(b) As used in this Agreement:
Capital Drawdowns. (a) Subject to Section 2.01(f), purchases of Shares will take place on dates selected by the Company in its sole discretion (each, a “Capital Drawdown Date”) and shall be made in accordance with the provisions of Section 1.01(b).
(b) The Company shall deliver to the Subscriber, at least ten (10) Business Days prior to each Capital Drawdown Date, a notice (each, a “Funding Notice”) setting forth (i) the Capital Drawdown Date, (ii) the nature of the proposed investment(s) for which capital is being drawn down, (iii) the aggregate number of Shares to be sold to all Subscribers on the Capital Drawdown Date and the aggregate purchase price for such Shares, (iv) the applicable Drawdown Share Amount, Drawdown Purchase Price and Per Share NAV and (v) the account to which the Drawdown Purchase Price should be wired. Notwithstanding the 10 Business Day notice requirement set forth in the previous sentence, the Subscriber agrees to satisfy the Funding Notice set forth in Appendix B for the Capital Drawdown Date that will take place on [•], 2011.
Capital Drawdowns. (a) The Company may draw Capital Commitments from the Common Unitholders at any time.
(b) If the Common Unitholders unanimously determine the Company shall cease investing activities, the Common Unitholders will automatically be released from any obligation to fund any Undrawn Capital Commitments (unless subsequently reinstated pursuant to Section 6.1.2(d)), except to the extent necessary:
i. to fund the management fee payable under the Investment Advisory Agreement and the other liabilities and expenses of the Company, including the repayment of the Company’s indebtedness and expenses expected to be incurred in connection with the wind-down of the Company;
ii. to complete investments or funding obligations (including guarantees) that are the subject of a written commitment as of the date of such determination (including investments providing for funding in phases);
iii. to make “follow-on” investments in an aggregate amount not to exceed 20% of total Capital Commitments;
iv. to fulfill obligations with respect to any Drawdown Purchase Price due from a Common Unitholder on a Capital Drawdown Date that such Common Unitholder fails to pay; or
v. as necessary for the Company to comply with applicable laws and regulations, including the Investment Company Act and the Code (clauses (i) through (v), collectively, “Runoff Activities”).
(c) For these purposes, “follow-on investments” are investments in respect of any Portfolio Company in which the Company has previously invested or in entities whose business is related to or complementary to that of an existing Portfolio Company that the Investment Adviser determines are appropriate or necessary for the Company to invest in for the purpose of preserving, protecting or enhancing the value of such prior investments.
(d) Any time prior to the dissolution of the Company and after investing activities by the Company have ceased pursuant to Section 6.1.2(b), the Common Unitholders may unanimously determine to recommence investing activities, and concurrently therewith, the Company may draw Capital Commitments from the Common Unitholders pursuant to Section 6.1.2(a).
Capital Drawdowns