Capital Drawdowns Sample Clauses
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 (a “Funding Notice”) setting forth (i) the Capital Drawdown Date, (ii) the aggregate number of Shares to be sold to all Subscribers 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. For the purposes of this Agreement, the term “Business Day” shall have the meaning ascribed to it in Rule 14d-1(g)(3) under the Securities Exchange Act of 1934, as amended (the “1934 Act”).
(c) The delivery of a Funding Notice to the Subscriber shall be the sole and exclusive condition to the Subscriber’s obligation to pay the Drawdown Purchase Price identified in each Funding Notice, and shall represent the Company’s acceptance of the Subscriber’s irrevocable and ongoing offer to purchase Shares.
(d) On each Capital Drawdown Date, the Subscriber 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.
(e) The State Street Bank and Trust Company will act as transfer agent (the “Transfer Agent”) and registrar for the Shares, unless and until the Company, in its sole discretion, decides to appoint a third party to act in one or both of those capacities.
(f) As of the date of any public offering pursuant to a registration statement under the 1933 Act of the Company’s common stock and a listing of shares of the Company’s common stock on a national securities exchange registered with the U.S. Securities and Exchange Commission (an “IPO”) or a listing of shares of the Company’s common stock on a national securities exchange registered with the U.S. Securities and Exchange Commission (a “Listing”), any Unused Capital Commitment shall automatically be reduced to zero. In the event an IPO or Listing has not occurred as of the third anniversary of the Closing Date (the period ending on such date being the “Commitment Period”), the Subscriber shall not be required to fund any additional Funding Notices, except to the extent necessary to pa...
Capital Drawdowns. (a) The Company may draw Capital Commitments from the Members at any time.
(b) If the Members unanimously determine the Company shall cease investing activities, the Members 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, if any, 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 Member on a Capital Drawdown Date that such Member 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 Investment in which the Company has previously invested or in entities whose business is related to or complementary to that of an existing Investment 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 Members may unanimously determine to recommence investing activities, and concurrently therewith, the Company may draw Capital Commitments from the Members pursuant to Section 6.1.2(a).
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) Members 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 Member 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”). Each Member and the Company agrees that on each Capital Drawdown Date, such Member shall purchase from the Company, and the Company shall issue to such Member, 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 Member 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 Member shall be the sole and exclusive condition to such Member’s obligation to pay the Drawdown Purchase Price identified in such Drawdown Notice, and shall represent the Company’s acceptance of the Member’s irrevocable and ongoing offer to purchase Common Units. The obligation of Members 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