Contribution Right Clause Samples
Contribution Right. So long as it is a Member with a ------------------ Membership Interest representing at least 50% of the aggregate Membership Interests, Angelika, Inc. will have the right, but not the obligation, to provide capital to the Company to meet the obligations of the Company. This right is subject to the preemptive rights of the other Members, as set forth in subsection (a), immediately above. However, such contributions may be made immediately, subject to repayment (with interest at the rate of 30 Day LIBOR plus 2.25 basis points) from the proceeds of any such exercise of preemptive rights within forty-five (45) days of notice to the Members of such capital contribution by Angelika, Inc. Such contributions will be treated as contributions to capital by Angelika, Inc. effective on the date funded, and Angelika, Inc.'s Membership Interest will be increased proportionately by the amount of such contributions, except to the extent such contributions, if any, are repaid from the proceeds of an exercise by Members of preemptive rights during the Rights Period.
Contribution Right. If, at any time and from time to time after the date of this Agreement, the Company shall issue any additional Company Securities (other than in any share split which is not a Series A Distribution and other than in connection with or pursuant to the Management Incentive Plan) the Series A Shareholder shall have the right, but not the obligation, to contribute to the capital of the Company, in cash, an amount up to the product of (A) the quotient determined by dividing (x) the Percentage Interest with respect to the Series A Preferred Share immediately prior to the issuance of such additional Company Securities by the Company by (y) 100% less the Percentage Interest with respect to the Series A Preferred Share immediately prior to the issuance of such additional Company Securities by the Company and (B) the gross cash proceeds (before deduction of underwriters’ discounts and commissions) to the Company of such issuance or, if such issuance is for other than cash, the fair market value (net of any assumed debt), as reasonably agreed between the holder of the Series A Preferred Share and the Conflicts Committee, of the property or services received by the Company in respect of such issuance (with respect to any such issuance, the “Catch-Up Contribution”). The Series A Shareholder shall pay to the Company the Catch-Up Contribution (or portion thereof) that such holder shall have elected to make no later than 10 days following the date on which the Company receives the full consideration for the issuance of Company Securities in respect of which such Catch-Up Contribution is made.
Contribution Right. Notwithstanding anything to the contrary ------------------ herein, the Company hereby grants to the GS Investors a right (the "Contribution Right") to contribute any or all of its Remaining Commitment ------------------ Amounts (whether or not the Commitment Period has expired) to the Company at any time prior to a Qualified IPO, dissolution or a sale of all of the assets or equity interests in the Company. The GS Investors may exercise the Contribution Right by delivering a written notice to the Company of the GS Investors' intent to make Capital Contributions in accordance with the terms of such notice. Delivery of such notice by the GS Investors to the Company in accordance with this Section 3.1(b)(v) will be deemed for the purposes of Section 3.1(b)(ii) to be a delivery of a Contribution Notice by the Company to the GS Investors for the amount specified in the notice. In order to give full effect to the Contribution Right, the Board will give the GS Investors twenty-five Business Days prior written notice of any Qualified IPO, dissolution of the Company, sale or Transfer of all or a substantial portion of the securities or assets constituting any Investment or the Company or any proposed distribution. In the event that the Company engages in any such transaction without providing such notice, the GS Investors shall hereinafter be entitled to contribute any or all of its Remaining Commitment Amount to the Company and shall be deemed to have made its Capital Contribution prior to such transaction. Any Capital Contributions made under this Section 3.1(b)(v) will be considered for all purposes a contribution of a portion equal to such Capital Contribution of the Capital Commitment of the GS Investors, and shall reduce the Remaining Capital Commitments of the GS Investors by the amount of such Capital Contribution. Notwithstanding the termination of the Commitment Period pursuant to section 3.1(d)(ii) or otherwise, the Contribution Right set forth in Section 3.1(b)(v) shall not be terminated, unless it is terminated in accordance with its terms.
Contribution Right