Dilution for Failure to Fund Capital Contributions Sample Clauses

Dilution for Failure to Fund Capital Contributions. (a) Whenever there occurs a Failed Contribution, regardless of whether another Member elects to make a Capital Contribution in place of a Non-Contributing Member, the final Percentage Interest of each Member, after the Capital Call, any Failed Contributions and any Funded Portions, shall be determined in accordance with the following formula: FPI = (PI x IC) + CC + FP IC + ACC + AFP FPI = Final Percentage Interest of the Member, expressed as a fraction PI = Percentage Interest of the Member immediately prior to the Capital Call, expressed as a fraction IC = Aggregate amount of all Capital Contributions contributed by all the Members, in United States dollars, before giving effect to the Capital Call ACC = The aggregate Capital Call less aggregate Failed Contributions, in United States dollars AFP = The aggregate of all Funded Portions funded by the Contributing Members in connection with the Capital Call, in United States dollars CC = The Capital Contribution, if any, initially contributed by the Member in connection with the Capital Call, in United States dollars FP = The Funded Portion, if any, contributed by the Member in connection with the Capital Call, in United States dollars.
Sample 1
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Dilution for Failure to Fund Capital Contributions. (a) To the extent the Contributing Member elects (or is deemed to have elected) pursuant to Section 5.2(e) to dilute the Non-Contributing Member’s Interest under this Section 5.4, then the Non- Contributing Member’s Percentage Interest and, if the Non-Contributing Member is the PAV Member, each of the Promote Percentages, shall be adjusted pursuant to Section 5.4(b) below as of the day on which the Contributing Member contributes such funds. In such an event, the contribution of such funds shall be treated as a Capital Contribution to the Company by the Contributing Member.
Sample 1

Related to Dilution for Failure to Fund Capital Contributions

  • Subsequent Capital Contributions Without creating any rights in favor of any third party, each Member shall contribute to the Company, in cash, on or before the date specified as hereinafter described, that Member's Sharing Ratio of all monies that in the unanimous judgment of the Management Committee are necessary to enable the Company to acquire the Project from the Seller and to cause the assets of the Company to be properly operated and maintained and to discharge its costs, expenses, obligations, and liabilities, including without limitation its Sharing Ratio of the purchase price set forth in the Asset Sale Agreement, and its Sharing Ratio of Working Capital Requirements in order to bring current Company bank accounts to an amount equal to the Working Capital Requirements, as more particularly described in Section 5.01 below. The Management Committee shall notify each other Member of the need for Capital Contributions pursuant to this Section 4.02 when appropriate, which notice must include a statement in reasonable detail of the proposed uses of the Capital Contributions and a date (which date may be no earlier than the fifth Business Day following each Member's receipt of its notice) before which the Capital Contributions must be made. Notices for Capital Contributions must be made to all Members in accordance with their Sharing Ratios.

  • Additional Capital Contributions No Member shall be required to make additional capital contributions. A Member may make additional capital contributions to the Company.

  • Capital Contributions Capital Accounts The capital contribution of the Sole Member is set forth on Annex A attached hereto. Except as required by applicable law, the Sole Member shall not at any time be required to make additional contributions of capital to the Company. The capital accounts of the members shall be adjusted for distributions and allocations made in accordance with Section 8.

  • Initial Capital Contributions (a) The Partners have made, on or prior to the date hereof, Capital Contributions and, in exchange, the Partnership has issued to the Partners the number of Class A Units as specified in the books and records of the Partnership.

  • Members Capital Contributions Each Member shall contribute the amount as pledged, or as determined by the Manager and the Member, as the Member’s Initial Capital Contribution upon not less than 48 hours’ notice by the Manager. An Exhibit A may be amended from time to time by the Manager in its sole discretion to represent the current state of Capital Contributions by Members who may join to this Operating Agreement during the course of the business of the Company. The Manager may instead maintain the Capital Contributions, capital accounts and names of Members using its own office systems and personnel without updating or attaching an Exhibit A to this Operating Agreement.

  • Initial Capital Contribution The initial Capital Contribution of the Original Member as of the date of this Agreement will be $ .

  • Capital Contributions Persons seeking to become a Member shall be required to purchase or acquire Shares and make capital contributions in such forms and in such amounts and at such times as the Board may require, if any, in its sole discretion (any, a “Capital Contribution”) whereupon a capital account for a new Member will be established, and, if applicable, accreted, in the amount of such Member’s Capital Contribution or based upon the fair market value of property contributed, and the new Member shall be issued a number of Class A Ordinary Shares as determined by the Board, and the Board shall update Exhibit A attached hereto accordingly. The provisions of this Section 3.1 are solely intended for the benefit of the Members and, to the fullest extent permitted by law, shall not be construed as conferring any benefit upon any creditor of the Company (and no such creditor shall be a third-party beneficiary of this Agreement). The Members shall have no duty or obligation to any creditor of the Company to make any contribution to the Company.

  • Additional Funds and Capital Contributions .. 22 Section 4.4 Stock Option Plan................................... 23 Section 4.5 No Interest; No Return.............................. 24 Section 4.6 Conversion or Redemption of Preferred Shares........ 24

  • Capital Contributions and Capital Accounts (a) The value of the interests contributed by the Class A Certificateholders and the Class I Certificateholders shall equal the amount paid by such Certificateholders for such interests, respectively, and such amounts shall constitute the opening balance in their Capital Accounts (as hereinafter defined). The value of the interests contributed by the Class IC Certificateholder shall equal the fair market value of the Receivables contributed to the Tax Partnership less the value attributed to the Class A Certificateholders and the Class I Certificateholders, as described above. Such amount shall constitute the opening balance in the Class IC Certificateholder's Capital Account.

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