Membership Capital Sample Clauses

Membership Capital. Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted “Subscription Amount” (as defined in the Member’s subscription agreement, the “Subscription Agreement”) in exchange for an Interest.
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Membership Capital. Upon Closing, each participating Member shall make a Capital Contribution in an amount equal to its accepted "Commitment" (as defined in the Member's subscription agreement, the "Subscription Agreement") in exchange for an Interest. No Member will be paid interest on any Capital Contribution to the Fund or on that Member's Capital Account. No Member has any right to demand the return of its Capital Contribution, except upon dissolution of the Fund pursuant to Article X. No Member has the right to demand property other than Portfolio Company Securities in return for its Capital Contribution, except upon dissolution of the Fund pursuant to Article VII. Members are not Agents. Pursuant to Article V of this Agreement, the management of the Fund is vested in the Manager. No Member has any right to participate in the management of the Fund except as expressly authorized by the Act or this Agreement. No Member, acting solely in the capacity of a Member, is an agent of the Fund, nor does any Member, unless expressly and duly authorized in writing to do so by the Manager, have any power or authority to bind or act on behalf of the Fund in any way, to pledge its credit, to execute any instrument on its behalf or to render it liable for any purpose.
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Membership Capital. The Members agree and understand that the main Capital Contribution is [cash/services rendered or to be rendered/property] as set forth in Schedule A. Upon Majority Vote of Members, the Members may agree to make an initial Capital Contribution in cash. The Members may make, but shall not be required to make, any additional capital contributions to the Company.
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Membership Capital. Each Member, the Manager and the Managers shall have a deemed Interest in the Company, and/or Series Interest in the relevant Series as set forth in Schedule A and in its corresponding Series Operating Agreements. The Manager and the Managers shall be treated like other Members in respect of such deemed Interest and Series Interest. The following rights and limitations in connection with each Member’s Capital Contribution shall apply:
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Membership Capital. 3.3.1 Each Member’s Capital Contribution to a Series of the Company shall be set forth on Schedule A.
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Membership Capital. 3.3.1. Each Series A Member shall make Capital Contributions from time to time with respect to its Capital Commitment, on the date specified in a written notice (a “Drawdown Date”) given by the Manager (the “Series A Drawdown Notice”), which Drawdown Date shall be not less than ten (10) days after such Series A Drawdown Notice has been given, including any such notice that is provided to a prospective Member in advance of the Initial Closing Date, unless otherwise determined by the Manager. Each such Series A Drawdown Notice of the Company shall state the aggregate amount of Capital Contributions being requested from the Series A Member to whom such Series A Drawdown Notice of the Company is given as well as the aggregate amount of all Capital Contributions being requested from all of the Series A Members. No Series A Member, as such, shall be required to make any payment with respect to its Capital Commitment that exceeds such Series A Member’s Unused Capital Commitment at the time of payment. The amount of the initial Series A Drawdown Notice to each Series A Member shall be fifty percent (50%) of the aggregate Capital Commitments of each Series A Member. Each Member of any other Series shall be required to contribute one hundred percent (100%) of its Capital Commitment on the Series Closing Date for such Series. No Series A Drawdown Notice pursuant to paragraph 3.3.1 above may be given in connection with a new Investment after the expiration or termination of the Commitment Period except for (i) follow-on Investments in existing portfolio companies, or (ii) new Investments that were the subject of a written commitment (including, without limitation, a term sheet or letter of intent) as of the end of the Commitment Period. The aggregate payments required to be made by the Series A Members pursuant the paragraph above shall be paid by the Series A Members in proportion to their respective Unused Capital Commitments.
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Related to Membership Capital

  • Membership Units The Company is initially organized with One (1) class of Membership Interests, designated in Units, which Units are initially the only class of equity in the Company. The Units shall have no par value and shall be of a single class with identical rights. The Company shall have a first lien on the Units of any Member for any debt or liability owed by such Member to the Company. Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Governors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. Members shall have no preemptive rights to acquire additional or newly created Units.

  • Membership The Committee shall include nine (9) members - five (5) representatives from CUPE/SCFP and four (4) representatives from the CTA. Up to two (2) advisors from the Ministry of Education shall act in a resource capacity to the committee. Other persons may attend meetings in order to provide support and resources as mutually agreed. Up to one (1) representative from each of the four (4) employee bargaining agencies at the other education workers tables will be invited to participate on the Committee.

  • Member and Capital Contribution The name and the business address of the Member and the amount of cash or other property contributed or to be contributed by the Member to the capital of the Company are set forth on Schedule A attached hereto and shall be listed on the books and records of the Company. The managers of the Company shall be required to update the books and records, and the aforementioned Schedule, from time to time as necessary to accurately reflect the information therein. The Member shall not be required to make any additional contributions of capital to the Company, although the Member may from time to time agree to make additional capital contributions to the Company.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • 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.

  • Right to Acquire Limited Partner Interests (a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90-day period preceding the date that the notice described in Section 15.1(b) is mailed.

  • Class B Units The term “Class B Units” means the Units having the privileges, preferences, and rights specified with respect to “Class B Units” in this Agreement, including those described in Section 7.1(c)(3).

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Membership Interest The Member shall own one hundred percent (100%) of the membership interests in the LLC, and all profits and losses shall be allocated to the Member.

  • Membership Dues Association membership dues, as explicitly approved by the Trustees;

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