Contribution Option Clause Samples

Contribution Option. At any time during the term of this Agreement, VBH shall have the option (the “Option”) to require VBRE to contribute to VBH 100% of VBRE’s membership interests of Owner (the “VBRE Ownership”) by giving written notice to VBRE that VBH desires to exercise the Option. Within 30 days of VBH receiving notice that VBH has exercised the Option, VBRE shall convey the VBRE Ownership to VBH (the “Contribution”). In exchange for the Contribution, VBH will issue to VBRE an amount of Class A Units (as defined in the Limited Liability Company Agreement of VBH, dated December 9, 2020 (the “LLC Agreement”)) of VBH to VBRE determined as set forth below in this Section 2. Notwithstanding the foregoing, if mutually acceptable to VBH and VBRE, VBH may return capital invested by VBRE in lieu of issuing all or any portion of the Class A Units of VBH. The number of Class A Units issuable to VBRE under this Section 2 will be determined in accordance with the following equation: X = A * (B - C - D) / E Where:
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Contribution Option. As defined in Section 4.2(a). Deadlock. As defined in Section 9.7.1.
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Contribution Option. If one or more of the Non-Failing Partners elect the Contribution Option, the Percentage Interests of the Partners (as previously adjusted under this Agreement, if applicable) shall be adjusted as follows: (a) The Percentage Interest of the Failing Partner shall be reduced by an amount equal to the product of (i) 200% multiplied by (ii) the ratio of (x) the Unfunded Amount contributed by the Non-Failing Partner(s), to (y) the sum of all Capital Contributions previously made to the Partnership by all Partners, including Additional Contribution Amounts advanced by the Non-Failing Partner(s) on its own behalf and on behalf of the Failing Partner; and (b) The Percentage Interest of the Non-Failing Partner(s) shall be increased by the decrease in the Failing Partner’s Percentage Interest (and if there is more than one Non-Failing Partner, such increase will be allocated among the Non-Failing Partners, pro rata based on the portion of the Unfunded Amount contributed by each of them under the Contribution Option).
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Contribution Option. At any time during the term of this Agreement, VBH shall have the option (the “Contribution Option”) to require Contributor(s) to contribute to VBH 100% of Contributor(s)’s membership interests of Owner (the “Contributor(s) Ownership”) by giving written notice to Contributor(s) that VBH desires to exercise the Contribution Option. Within thirty (30) days of VBH receiving notice that VBH has exercised the Contribution Option, Contributor(s) shall convey the Contributor(s) Ownership to VBH (as applicable, the “Contribution”). In exchange for the Contribution, VBH will issue to Contributor(s) Class A Units (as defined in the Limited Liability Company Agreement of VBH, dated December 9, 2020 (the “LLC Agreement”)) of VBH, in an amount determined as set forth below in this Section 2. Notwithstanding the foregoing, if mutually acceptable to VBH and Contributor(s), VBH may return capital invested by Contributor(s) in lieu of issuing all or any portion of the Class A Units of VBH. The number of Class A Units issuable to Contributor(s) under this Section 2 will be determined in accordance with the following equation: X = A * (B - C - D) / E Where:
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Contribution Option. For three (3) years from the date of this Agreement, Hawaiian Member shall have the option to contribute an additional Fifty Million Dollars ($50,000,000) ("Option Amount") in immediately available funds in exchange for 5,680,000 additional Units in the Company (the "Contribution Option"), subject to adjustment for additional capital calls, non-prorata distributions, and reorganization events.
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Contribution Option. If a Non-Failing Member elects the Contribution Option, the Percentage Interests of the Members shall be adjusted as follows: (a) The Percentage Interest of the Failing Member shall be reduced by an amount equal to the product of (i) the Dilution Factor (as defined below) multiplied by (ii) the ratio of (x) the Additional Contribution Amount required of the Failing Member and contributed by the Non-Failing Member, to (y) the sum of all Capital Contributions previously made to the Company by all Members, including Additional Contribution Amounts advanced by the Non-Failing Member on its own behalf and on behalf of the Failing Member; and (b) The Percentage Interest of the Non-Failing Member shall be increased by the decrease in a Failing Member's Percentage Interest.
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Related to Contribution Option

  • Contribution Rights In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled to indemnification under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides for indemnification in such case; or (ii) contribution under the Act, the Exchange Act or otherwise may be required on the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in each such case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee of an Underwriter or the Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the Company, as applicable.

  • Termination Option Tenant shall have the one-time right to terminate the Lease effective as of the end of the thirty-sixth full calendar month following the Commencement Date, by giving written notice to the Landlord prior to the expiration of the twenty-seventh full calendar month following the Commencement Date (time being of the essence herein), which notice (in order to be valid) shall be accompanied by payment of the Termination Fee (hereinafter defined) and which notice shall specify the termination date; provided however, if Tenant is in Default at any time hereunder beyond any applicable cure period (whether before or after the termination notice), at Landlord’s option, such termination election shall be null and void, and Landlord may use any portion of the Termination Fee paid to offset against any amounts owed by Tenant under the Lease. The Termination Fee is equal to the sum of (i) four (4) months of Rent then being paid by Tenant on a monthly basis (including without limitation estimated pass-throughs), plus (ii) the unamortized portion of the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions incurred or provided by Lessor in connection with this Lease. Upon request, Landlord shall calculate the Termination Fee and provide the amount thereof to Tenant. The Termination Fee shall be calculated by Landlord by first amortizing the cost of all leasehold improvements, leasing commissions, attorney fees, rental abatements and other concessions in equal monthly installments over the Term (or if incurred in connection with any Lease amendment, amortized over the portion of the Term commencing with the effective date for the initial full monthly payment of Rent for the Lease amendment) at the rate of nine percent (9%) per annum (compounded annually) and then determining the unamortized portion thereof as of the effective date of termination. Tenant, in addition to the Termination Fee, shall remain obligated for all Basic Monthly Rent, Additional Rent and other sums due under the Lease up to and including the effective date of termination, even though such amounts may be billed subsequent to such date. Tenant’s obligations, and Landlord’s rights and remedies (including without limitation, the right to recover reasonable attorneys fees as permitted by this Lease), with respect to all such sums, any other amounts due and owing to Landlord and any other of Tenant’s obligations or liabilities accruing prior to the date of termination shall survive any such termination. .

  • Option; Option Price On the terms and subject to the conditions of the Plan and this Agreement, including, without limitation, Section 18 of this Agreement, the Optionee shall have the option (the “Option”) to purchase Shares at the price per Share (the “Option Price”) and in the amounts set forth on the signature page hereto. Payment of the Option Price may be made in the manner specified by Section 5.9 of the Plan. The Option is not intended to qualify for federal income tax purposes as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). Except as otherwise provided in Section 7 of this Agreement, the Option shall remain exercisable as to all Vested Options (as defined in Section 4) until the expiration of the Option Term (as defined in Section 3). Except as otherwise provided in the Plan or this Agreement, upon a Termination of Relationship, the unvested portion of the Option (i.e., that portion which does not constitute Vested Options) shall terminate.

  • Right of Contribution Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder.

  • Maximum Contribution The total amount you may contribute to an IRA for any taxable year cannot exceed the lesser of 100 percent of your compensation or $6,000 for 2019 and 2020, with possible cost- of-living adjustments each year thereafter. If you also maintain a ▇▇▇▇ ▇▇▇ (i.e., an IRA subject to the limits of Internal Revenue Code Section (IRC Sec.) 408A), the maximum contribution to your Traditional IRAs is reduced by any contributions you make to your ▇▇▇▇ IRAs. Your total annual contribution to all Traditional IRAs and ▇▇▇▇ IRAs cannot exceed the lesser of the dollar amounts described above or 100 percent of your compensation.