Company Capital and Interests Clause Samples

Company Capital and Interests. 12 Section 4.01 Capital Commitments ................................................................................12 Section 4.02

Company Capital and Interests. Sect ion 3.1 Capital Commitments; Capital Contributions. (a) Each Member’s Capital Commitment shall be set forth on Schedule D and on the Member List. Each Member’s initial Capital Contributions shall be set forth on Schedule C. In exchange for each Member’s Capital Commitment, each Member has received an interest in the Company, including such Member’s interest in the capital, income, gains, losses, deductions and expenses of the Company, the right to designate, appoint, remove and replace Board Members and their respective successors and the right to vote, if any, on certain Company matters, in each instance in accordance with and subject to the terms and conditions of this Agreement. There will only be one class of interests in respect of and issued by the Company. Each Member’s Capital Contribution shall be subject to Board Approval and shall be made from time to time upon no less than three (3) Business Days prior notice from the Administrator (or any other Person with the power and authority to call the Capital Commitments) specifying (i) the amount then to be paid, (ii) the intended use of such funds (including for the making or purchasing interests in Investments on behalf of the Company, any Subsidiary or Alternative Investment Vehicle, payment of Expenses, and payment of indemnification and/or other obligations), and (iii) the due date for the related Capital Contribution (each, a “Capital Call Notice”); provided that, the Board shall not authorize any Capital Contribution from a Member unless a related capital call is made on all other Members, pro rata, based upon their respective Capital Commitments; and provided further, that to the extent that the intended use of any such capital call is to avoid an adverse consequence under the Loan and Security Agreement, the Capital Contributions with respect to such capital call shall not exceed 10% of the Advances Outstanding (as such term is defined in the Loan and Security Agreement) as of the date of such capital call; and provided, further, that, notwithstanding the foregoing or anything to the contrary herein, the Capital Contributions comprising the Contributed Assets shall be payable to the Company at the Initial Closing and a Capital Call Notice and capital call shall not be required to be delivered in respect of such Capital Contributions. Each Capital Contribution shall be payable in cash in U.S. dollars or, with Board Approval (except as provided in Section 3.1(e)), in in-kind contributions o...

Company Capital and Interests