Capitalization and Financing Clause Samples

Capitalization and Financing. The Member shall make an initial capital contribution of $100. The Member may, but shall have no obligation to, make additional capital contributions.
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Capitalization and Financing. 2 3.1 Members' Capital Contributions ................................ 2 3.1.1 Initial Member .......................................... 2 3.1.2 Investor Units .......................................... 2 3.1.3
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Capitalization and Financing. No later than five (5) Business Days prior to the Closing Date, Buyer shall deliver to DEI and Seller a list setting forth (a) all Outstanding TCP Securities as of the Closing Date, (b) to Buyer's Knowledge, the names of the beneficial holders of five percent (5%) or more of such Outstanding TCP Securities and the amount of Outstanding TCP Securities held by each such beneficial holder, and (c) if applicable, Buyer's and TCP's anticipated sources of other funds to acquire the Membership Units and the Shares and pay all other amounts required to be paid by Buyer and/or TCP under this Agreement, the Related Agreements, the Acquisition Agreement Guarantee and the TCP Guaranty and Commitment, including the identity of each such source, the amount to be funded by each such source and a summary of the material terms and conditions on which Buyer or TCP will obtain such funds (such list, "Buyer's Closing Capitalization Table"). Buyer's Closing Capitalization Table shall, with respect to the information required under subparagraphs (a) and (b) of this Section 6.4.1, show changes to such information from the information set forth on Buyer Schedule 5.1.5(a) and, with respect to the information required under subparagraph (c) of this Section 6.4.1, show changes to such information from the information set forth on Buyer Schedule 5.4. As of the Closing Date, Buyer's Closing Capitalization Table as so delivered to DEI and Seller shall remain true, correct and accurate. As of the Closing Date, neither Buyer nor TCP shall accept or use, nor permit its Affiliates to accept or use, any funds contributed, provided or otherwise made available to Buyer, TCP or any of its Affiliates by any Disqualified Person, directly or indirectly, in connection with the acquisition of the Membership Units or the Shares or the payment of other amounts required to be paid by Buyer and/or TCP under this Agreement, the Related Agreements, the Acquisition Agreement Guarantee and the TCP Guaranty and Commitment. To the extent the information in Buyer's Closing Capitalization Table differs in any material respect from that set forth on Buyer Schedule 5.1.5(a) or Buyer Schedule 5.4, Buyer's Closing Capitalization Table shall be subject to the approval of DEI and Seller in their respective sole discretion.
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Capitalization and Financing. The Member shall make an initial capital contribution of $__________________. The Member may, but shall have no obligation to, make additional capital contributions.
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Capitalization and Financing. 3.1 Partner’s Capital Contribution. The initial capital was contributed by SIR II in the form of all right, title and interest in the Property, for which the legal description is attached hereto as Exhibit A, together with the other assets and liabilities related to such Property. In consideration for the Property, SIR I1 received 100% of the Partnership Interest.
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Capitalization and Financing. 3.1 Houston Hotel, Inc.'s Capital Contribution. Houston Hotel, Inc. shall contribute approximately Two Million Seven Hundred Fifteen Thousand Three Hundred Forty Three Dollars and Seventy One Cents ($2,715,343.71). 3.2 Ridgewood Hotels, Inc.'s Capital Contribution. Ridgewood Hotels, Inc. shall contribute the sum of approximately Three Hundred Sixteen Thousand Eighty Two Dollars and Sixty Four Cents ($316,082.64).
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Capitalization and Financing. 3.1 Ridgewood Hotels, Inc.'s Capital Contribution. Upon execution of this Agreement, Ridgewood Hotels, Inc. shall contributeThree Hundred Sixty Two Thousand Three Hundred Sixty Nine Dollars ($362,369). Ridgewood shall also transfer an additional $200,000 to the Company upon execution of this Agreement [as a fee to participate in the management of the Hotel] and shall not receive any Capital Account credit as a result of such payment and such amount shall not be considered a Capital Contribution.
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Capitalization and Financing 
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Related to Capitalization and Financing

  • Capitalization The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as set forth on Schedule 3.1(g), the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Stock Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as a result of the purchase and sale of the Securities and as set forth on Schedule 3.1(g), there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock or the capital stock of any Subsidiary, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Common Stock or Common Stock Equivalents or capital stock of any Subsidiary. The issuance and sale of the Securities will not obligate the Company or any Subsidiary to issue shares of Common Stock or other securities to any Person (other than the Purchasers). There are no outstanding securities or instruments of the Company or any Subsidiary with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary. There are no outstanding securities or instruments of the Company or any Subsidiary that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to redeem a security of the Company or such Subsidiary. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any stockholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no stockholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s stockholders.