Equity Contributions Clause Samples
The Equity Contributions clause defines the obligations of parties to provide capital or assets to a business or project, typically in exchange for ownership interests. It specifies the amount, timing, and form of contributions required from each party, such as cash payments, property transfers, or services rendered. This clause ensures that all parties are clear on their financial commitments, helping to prevent disputes and ensuring the project or entity is adequately funded from the outset.
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Equity Contributions. If Southern shall be required to make a Mandatory Equity Contribution or a Contingent Equity Contribution to the Borrower pursuant to Section 2.1 of the Southern Equity Contribution Agreement, or if the Cogentrix Obligors shall be required to make a Mandatory Equity Contribution to the Borrower pursuant to Section 2.1 of the Cogentrix Equity Contribution Agreement, then:
(i) in the case of a Mandatory Equity Contribution which is being made by Southern or the Cogentrix Obligors by reason of the delivery to Southern and the Cogentrix Obligors of a Lenders' Default Notice, unless the Majority Lenders shall have notified the Borrower and the Security Agent that the proceeds thereof are to be deposited into the Construction Account for payment of Project Costs as the Majority Lenders from time to time shall
(ii) in the case of a Mandatory Equity Contribution which is being made by Southern or the Cogentrix Obligors on the Construction Period Termination Date, and no Lenders' Default Notice shall have been delivered to Southern and the Cogentrix Obligors, the Borrower shall provide notice to the Administrative Agent and the Institutions at least five Business Days prior to the date of payment of such Mandatory Equity Contribution, and shall prepay the Bank Loans in accordance with this clause (ii) in an amount equal to such Mandatory Equity Contribution. Such notice shall specify (x) the amount of the Mandatory Equity Contribution, (y) the date of payment thereof (which shall be the Completion Date) and (z) whether the prepayment of Bank Loans is to be of Eurodollar Loans, C/D Rate Loans, Base Rate Loans or a combination thereof, and, if a combination thereof, the amount of the prepayment allocable to each. Upon receipt of any such notice pursuant to this clause (ii), the Administrative Agent shall promptly notify the Banks thereof. On the date of payment specified in the notice delivered pursuant to this clause (ii) the Borrower shall prepay, without premium or penalty (except for any amounts payable pursuant to Section 7.7(a) and 7.7(d)) and on a pro rata basis, the aggregate outstanding principal amount of Bank Loans, together with accrued interest thereon to the date of prepayment, in an amount equal to the proceeds of such Mandatory Equity Contribution. Prepayments of Bank Loans made pursuant to this clause (ii) shall be applied to the installments of principal of the Bank Loans ratably to each of their scheduled maturities; and
(iii) in the case of a Cont...
Equity Contributions. Make, or permit any Significant Subsidiary to make, any equity contributions to any Unregulated Subsidiary; provided, however, that this Section 5.03(h) shall not restrict or otherwise apply to (i) any such equity contributions that are required by Applicable Law or court order or (ii) any intercompany advances made to any Unregulated Subsidiary (including, without limitation, pursuant to the Unregulated Money Pool Agreement) that are recharacterized by a court or other Governmental Authority as equity contributions.
Equity Contributions. 1.7.1.1 The Parties anticipate that from time to time during the term of this Agreement, the Company will obtain financing for the development of the Premises and the Facilities and other Project Costs in accordance with the terms and conditions of Section 2.18 entitled FINANCING. Any funds required for the completion of the initial development of the Premises and construction of the Facilities, in excess of the financing obtained by Company, shall be provided by Company as an Equity Contribution. .
1.7.1.2 Any additional capital required for the operation or maintenance of the Premises and the Facilities or other Project Costs following completion of construction of the Facilities on any separate legal parcel of the Premises and any capital required to repay any Leasehold Mortgages thereon, shall be contributed fifty percent (50%) by Company and fifty percent (50%) by Lessor within thirty (30) days of the receipt of demand by Company for such capital, which demand shall be accompanied by information and evidence, in reasonable detail, substantiating the amount and reasons for such demand. If any party fails to make such Equity Contribution, the other party may make such Equity Contribution for the delinquent party.
1.7.1.3 In the event of default by Company and the subsequent foreclosure and sale of the leasehold interest to another party, or in the event of a deed in lieu of foreclosure, the total unpaid balance of the Leasehold Mortgage at the date of the foreclosure sale or recording of the deed in lieu of foreclosure, including all costs of foreclosure, shall be considered an Equity Contribution of the Leasehold Mortgagee or purchaser at foreclosure, as the case may be, as of the date of such foreclosure sale or the date of recording the deed in lieu of foreclosure.
1.7.1.4 Any portion of Total Revenue remaining after payment by Company of Debt Service and all costs (except Rent) associated with the ownership, operation, financing, maintenance and leasing of the Premises and the Facilities, during each calendar year of the term of this Agreement will be applied to the Parties Equity Contributions until such time as all Equity Contributions are repaid in full together with interest thereon. All Equity Contributions made in accordance with the provisions of Section 1.7.1.1 and all Equity Contributions made in accordance with Section 1.7.1.3 shall be repaid in full prior to the repayment of any Equity Contributions made in accordance with Section 1.
Equity Contributions. The Pledgor shall have concurrently deposited (or cause to be deposited) Equity Payments (as defined in the P1 Equity Contribution Agreement) in the P1 Construction Account on or prior to the date of the applicable Advance in such amounts as shall be required to cause the ratio of (i) outstanding principal amounts of Senior Secured Debt (excluding principal amounts and Senior Secured Debt Commitments in respect of Working Capital Debt) including the aggregate amount of the proceeds of the Construction/Term Loans made on or prior to such date to (ii) the Aggregate Funded Equity to not exceed 75:25.
Equity Contributions. The Acquisition Equity Contribution shall have been made and the full amount of the proceeds thereof shall have been deposited on the Funding Date in escrow accounts held by the Financing Escrow Agent pursuant to the terms of the Financing Escrow Agreement.
Equity Contributions. Cash Equity Contributions to the Company in an amount equal to the Cash Equity Contribution Amount shall have been made in full in cash to the Equity Proceeds Account.
Equity Contributions. The Equity Contributor shall make its Equity Contribution to the Company in accordance with the following terms and conditions:
(a) Prior to any expiry of the Equity Letter of Credit, the Equity Contributor agrees to make the Equity Contribution to fund Project Costs or to repay Construction Loans, subject to and in accordance with the terms hereof no later than October 31, 2000. On capital call from the Company, in amounts and on dates to be specified in each call, the Equity Contributor shall make Equity Contributions to the Company in an aggregate amount equal to the Equity Contribution Commitment.
(b) Upon an Event of Default and subsequent acceleration under the Credit Agreement, the obligation of the Equity Contributor to pay the Equity Contribution Commitment shall be accelerated and, upon notice from the Administrative Agent, the Equity Contributor shall immediately pay such amounts of the Equity Contribution Commitment which, subject to the provisions of Section 4.7 of this Agreement, is equal to not more than half of the amount necessary to repay and discharge all Obligations.
(c) Notwithstanding anything to the contrary herein, in no event shall the aggregate amount of all Equity Contributions made by or on behalf of the Equity Contributor plus drawings under and amounts available to be drawn under the Equity Letter of Credit and any amounts paid pursuant to the Limited Guarantee Agreement (GTS) exceed $100,000,000.
(d) Each Equity Contribution directly or indirectly made by or on behalf of the Equity Contributor (including any such payment by means of a drawing under the Equity Letter of Credit or pursuant to the Limited Guarantee Agreement (GTS) ) shall constitute a capital contribution to the common equity of the Company pursuant to Section 2.1(a) hereof.
(e) Subject to and in accordance with the terms of this Agreement, each of the Company, the Equity Contributor and the Administrative Agent agrees that it shall not amend or alter in any way, or permit any amendment or alteration to be made to, the amount of any Equity Contribution to be made or the date or dates upon which such Equity Contribution is to be made as such amount and dates are set out in Section 2.1(a) of this Agreement without the prior written consent of the Person holding the second priority pledge, as previously disclosed to the Administrative Agent.
(f) The Administrative Agent shall promptly upon receipt of amounts under the Equity Contribution in the Equity Proceeds Acco...
Equity Contributions. (a) The Acquisition Agreement will provide for the transfers of shares of capital stock of the Company owned by the Lead Investors (or affiliates of the Lead Investors ) and Triples, free and clear of all liens and encumbrances, as follows:
(i) the transfer by Kingdom (or affiliates of Kingdom) to Acquirer of 7,389,182 Limited Voting Shares of the Company, valued at the price paid to public shareholders pursuant to the Acquisition Agreement (the “Acquisition Price”), in exchange for 7,389,182 Class A Non-Voting Shares of Acquirer;
(ii) the transfer by Cascade (or an affiliate of Cascade) to Acquirer of 715,850 Limited Voting Shares of the Company, valued at the Acquisition Price, in exchange for 715,850 Class B Non-Voting Shares of Acquirer; and
(iii) the transfer by Triples to the Acquirer of 3,725,698 Variable Multiple Voting Shares of the Company, valued at the Acquisition Price, in exchange for (x) a number of Class C Non-Voting Shares of Acquirer equal to the difference between (1) 1/19 multiplied by the sum of 900 plus the total number of Class A Non-Voting Shares and Class B Non-Voting Shares of the Acquirer issued at the Closing, and (2) 100, and (y) a number of Class D Non-Voting Shares of Acquirer equal to 3,725,698 less the number of Class C Non-Voting Shares of Acquirer issued at the Closing.
(b) Each of the Lead Investors hereby agrees to contribute (or cause to be contributed) cash to Acquirer, immediately before the Closing, in accordance with, and subject to satisfaction or waiver of the conditions to the Closing set forth in, the Acquisition Agreement, in the following amounts:
(i) by Kingdom (or an affiliate of Kingdom), cash equal to 50% of the Required Common Equity (as defined below), less the sum of (A) US$450 plus (B) the value of the contributed Limited Voting Shares (valued at the Acquisition Price) described in Paragraph 4(a)(i) (the “Kingdom Cash Contribution”), in exchange for a number of Class A Non-Voting Shares of Acquirer equal to the Kingdom Cash Contribution divided by the Acquisition Price; and
(ii) by Cascade (or an affiliate of Cascade), cash equal to 50% of the Required Common Equity (as defined below), less the sum of (A) US$450 plus (B) the value of the contributed Limited Voting Shares (valued at the Acquisition Price) described in Paragraph 4(a)(ii) (the “Cascade Cash Contribution”), in exchange for a number of Class B Non-Voting Shares of Acquirer equal to the Cascade Cash Contribution divided by the Acquisition P...
Equity Contributions. Borrower shall be in compliance with Section 5.17.
Equity Contributions. (i) the Equity Requirement (as defined in the Equity Contribution Agreement) shall have been funded in full as of the Term Conversion Date in accordance with the Equity Contribution Agreement;
(ii) the sum of final Equity Contributions and borrowings at Term Conversion shall not exceed the amount required to pay Total Project Costs; and
(iii) no more than [***] of borrowings of combined Construction Loans and/or Term Loans shall be made on the Term Conversion Date to fund the distribution permitted to be made in accordance with Clause Fourth of Section 4.1(c) of the Depositary Agreement.