Excess Capital Contribution Offer Sample Clauses

Excess Capital Contribution Offer. (a) The Company shall use 50% of any Excess Capital Contribution greater than U.S.$5,000,000 (the “Excess Capital Contribution Amount”) to make an offer to each Holder of Notes to repurchase such Holder’s Notes at the offer price specified in the next sentence (an “Excess Capital Contribution Offer”). The offer price in any Excess Capital Contribution Offer will be equal to 85% of the principal amount of the Notes plus accrued and unpaid interest and Additional Amounts, if any, on the Notes repurchased to the date of purchase, and shall be payable by the Company in cash. If the aggregate principal amount of Notes tendered into such Excess Capital Contribution Offer, taking into account the offer price of 85% of the principal amount of the Notes, exceeds the Excess Capital Contribution Amount, the Company shall select the Notes to be purchased in accordance with the selection procedures set forth in Section 3.02 hereof. Any portion of the Excess Capital Contribution that remains after consummation of an Excess Capital Contribution Offer may be used by the Company for any purpose not otherwise prohibited by this Indenture.
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Excess Capital Contribution Offer. Prior to the Effective Date, the Company will call a shareholders’ meeting to approve a cash capital increase in the Company to allow the Purchaser to contribute approximately U.S.$45.0 million (the “Purchaser’s Capital Contribution”). Pursuant to Mexican law, the Company’s other shareholders will have the right, unless waived during such shareholders’ meeting, to subscribe for shares of Capital Stock of the Company sufficient to maintain their existing ownership percentage. Any cash contributed by shareholders, other than the Purchaser, who exercise their preemptive rights in connection with the Purchaser’s Capital Contribution is referred to as the “Excess Capital Contribution.” With respect to 50% of any Excess Capital Contribution greater than U.S.$5.0 million (the “Excess Capital Contribution Amount”), the Company will be required to use such cash to make an offer to each holder of new notes to repurchase such holder’s notes at the offer price specified in the next sentence (an “Excess Capital Contribution Offer”). The offer price in any Excess Capital Contribution Offer will be equal to 85% of the principal amount of the new notes plus accrued and unpaid interest and Additional Amounts, if any, on the new notes repurchased to the date of purchase, and will be payable in cash. If the aggregate principal amount of new notes tendered into such Capital Contribution Offer, taking into account the offer price of 85% of the principal amount of the new notes, exceeds the Excess Capital Contribution Amount, the trustee will select the new notes to be purchased in accordance with the selection procedures described under the caption “Selection and Notice.” Any portion of the Excess Capital Contribution that remains after consummation of an Excess Capital Contribution Offer may be used by the Company for any purpose not otherwise prohibited by the indenture. Within ten days following the date on which the Company has received all Excess Capital Contributions to be made in connection with the Purchaser’s Capital Contribution (and the total Excess Capital Contributions exceed U.S.$5.0 million), the Company will mail, by first-class mail, a notice to each holder, with a copy to the trustee, stating the Excess Capital Contribution Amount and offering to repurchase new notes on the Excess Capital Contribution payment date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the ...
Sample 1

Related to Excess Capital Contribution Offer

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

  • 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.

  • 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 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.

  • 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.

  • 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

  • No Additional Capital Contributions Except as otherwise provided in this Article V, no Partner shall be required to make additional Capital Contributions to the Partnership without the consent of such Partner or permitted to make additional capital contributions to the Partnership without the consent of the General Partner.

  • Capital Contributions Distributions 17 TABLE OF CONTENTS (continued)

  • 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.

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