Common use of Drawdowns Clause in Contracts

Drawdowns. (a) With respect to drawdowns by the Company, each Subscriber will be required to fund drawdowns to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company delivers a notice (a “Drawdown Notice”). Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Shares to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per share price adjustment Vista Credit Strategic Lending Corp. described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will be delivered to each Subscriber at least seven business days prior to the Drawdown Date. All purchases pursuant to a Drawdown Notice will generally be made pro rata, in accordance with the remaining Capital Commitments of all Subscriber. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4. No Subscriber shall be required to invest more than the total amount of its Capital Commitment.

Appears in 2 contracts

Samples: Subscription Agreement (Vista Credit Strategic Lending Corp.), Subscription Agreement (Vista Credit Strategic Lending Corp.)

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Drawdowns. (a) With respect Subject to drawdowns the provisions of this Section 3, the Subscriber agrees to purchase Shares for an aggregate purchase price (in U.S. dollars) equal to its Capital Commitment, payable at such times and in such amounts as required by the Company, each Fund. The Subscriber will shall be required to fund drawdowns a capital contribution to purchase Shares (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company Fund delivers a notice (a the “Drawdown Notice”). Drawdown Notices will specify (i) the amount of the Drawdown (the “Drawdown Amount”); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Shares to be purchased by such Subscriber; and (iv) the date (the “Drawdown Date”) on which such Drawdown Amount is due. On the Drawdown Date, if, in connection with a per share price adjustment Vista Credit Strategic Lending Corp. described in paragraph 4(b) below, the number of Shares to be purchased by a Subscriber differs from the amount set forth in the Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriber. Drawdown Notices will shall be delivered to each Subscriber at least seven 10 business days prior to the date on which payment will be due (each, a “Drawdown Date”), which notice period may be waived with respect to any Drawdown Date by the Subscriber in writing, and shall set forth the amount, in U.S. dollars, of the aggregate purchase price (the “Drawdown Purchase Price”) to be paid by the Subscriber to purchase Shares on such Drawdown Date. All purchases Each purchase of Shares by the Subscriber pursuant to a Drawdown Notice will be made at a per Share price equal to the then-current transaction price per Share, which will generally be made pro rata, the most recently available net asset value (“NAV”) per Share as determined in accordance with the remaining Capital Commitments of all SubscriberAdviser’s valuation policy. To accommodate Upon a Closing, a Subscriber will not know the legal, tax, regulatory or fiscal concerns of certain prospective investors, the Company may determine to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns of the Capital Commitment as described in this Section 4NAV per Share applicable on any effective purchase date. No Subscriber Investor shall be required to invest more than the total amount of its Capital Commitment. For the avoidance of doubt, any reference herein to a capital contribution being required or a Drawdown Notice being delivered by the Fund shall be deemed to include such contribution being required or Drawdown Notice being delivered by a lender or agent in respect of any Subscription Facility as described in Section 5 hereof.

Appears in 2 contracts

Samples: Subscription Agreement (KKR FS Income Trust Select), Subscription Agreement (KKR FS Income Trust)

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Drawdowns. (a) With respect A Member will purchase Units for an aggregate purchase price equal to drawdowns its Commitment, payable at such times and in such amounts as required by the Company, each Subscriber will . A Member shall be required to fund drawdowns a capital contribution to purchase Shares Units (a “Drawdown Purchase”) up to the amount of their respective Capital Commitment each time the Company delivers a notice (a the “Drawdown Notice”)) to such Member. Drawdown Notices shall be delivered to the individual(s) designated by each Member electronically at least seven Business Days (measured from the date the Company sends the applicable notice, rather than the date such notice is received) prior to the date on which payment will specify be due (ieach, a “Drawdown Date”) and shall set forth the amount amount, in U.S. dollars, of the Drawdown aggregate purchase price (the “Drawdown AmountPurchase Price); (ii) the portion of the Drawdown Amount to be paid by such Subscriber; (iii) the estimated number of Shares Member to be purchased by purchase Units on such Subscriber; and (iv) the date (the “Drawdown Date”) on which such . A Drawdown Amount is due. On Notice may be rescinded or postponed by the Company by prompt written notice but no later than the relevant Drawdown Date. In the case of a postponement to a specified future date, if, in connection with a per share price adjustment Vista Credit Strategic Lending Corp. described in paragraph 4(b) below, such notice shall restate the number of Shares to be purchased by a Subscriber differs from the amount set forth information contained in the original Drawdown Notice, the Company will deliver to the Subscriber an additional notice setting forth the actual number of Shares to be purchased by such Subscriberindicating any material changes. Drawdown Notices will be delivered to each Subscriber at least seven business days prior to the Drawdown Date. All purchases pursuant to a Drawdown Notice Purchases will generally be made pro rata, in accordance with the remaining Capital Undrawn Commitments of all SubscriberMembers. To accommodate the legal, tax, regulatory or fiscal concerns of certain prospective investorsHowever, the Company may determine retains the right at its discretion to allow certain investors to fully fund their Capital Commitment at one point in time, in lieu of sequential drawdowns call Drawdown Purchases on a non-pro rata basis so that the assets of the Capital Commitment Company will not be considered “plan assets” under ERISA or the Plan Asset Regulations, or as described otherwise necessary or desirable in this order to comply with ERISA or any other applicable legal, regulatory, tax or similar regimes. Furthermore, certain Drawdown Purchases may be made on a non-pro rata basis by Members that provide Commitments after the Initial Closing. The Drawdown Purchase Price will be at least equal to net asset value, or NAV, per Unit in accordance with the limitations under Section 4. No Subscriber shall be required 23 of the 1940 Act (which generally prohibits the Company from selling Units at a price below the then-current NAV as determined within 48 hours, excluding Sundays and holidays, of such sale, subject to invest more than the total amount of its Capital Commitmentcertain exceptions).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Senior Credit Investments, LLC), Limited Liability Company Agreement (Senior Credit Investments, LLC)

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