Notes Payable; IB Capital Contribution Sample Clauses

Notes Payable; IB Capital Contribution. As of the Effective Time, -------------------------------------- the Instruments Group shall assume or retain as an Instruments Liability an amount of the Notes Payable and shall retain or have contributed to it as of the Effective Time an aggregate amount of Cash and Cash Equivalents such that the Net Debt of IB as of the Effective Time would be equal to 50% of the combined Net Debt of HCS and IB as of the Effective Time, after giving effect to the Corporate Reorganization Transactions and the provisions of Section 2.05(b) but before giving effect to the provisions of Section 2.05(d). Notwithstanding the foregoing, if the assumptions, contributions and retentions contemplated by the immediately preceding sentence (after giving effect to the Corporate Reorganization Transactions and the provisions of Section 2.05(b) but before giving effect to the provisions of Section 2.05(d)) would cause the consolidated Net Worth of HCS as of the Effective Time (A) to exceed 50% of the combined consolidated Net Worths of HCS and IB as of the Effective Time or (B) to be less than 40% of the combined consolidated Net Worths of HCS and IB as of the Effective Time, then, in the case of (A) the amount of Notes Payable to be assumed or retained by the Instruments Group shall be decreased (and/or the Cash and Cash Equivalents contributed to IB by Varian increased) such that the consolidated Net Worth of HCS as of the Effective Time would equal 50% of the combined consolidated Net Worths of HCS and IB as of the Effective Time and, in the case of (B) the amount of Notes Payable to be assumed or retained by the Instrument Group shall be increased (and/or the Cash and Cash Equivalents contributed to IB by Varian decreased) such that the consolidated Net Worth of HCS as of the Effective Time would equal 40% of the combined consolidated Net Worths of HCS and IB as of the Effective Time. For purposes of this Section 2.05(c)(ii), the consolidated Net Worth of HCS shall be determined without giving effect to any Transaction Expenditures or Dispositions (including associated tax benefit and tax cost) that have been accrued, paid or received by HCS as of the Effective Time. The amounts of Notes Payable, Cash and Cash Equivalents and Net Worth used to determine the assumptions, contributions and retentions provided in this Section 2.05(c)(ii) shall be based on Varian's good faith estimates and shall be subject to adjustment as provided in Section 9.03(c)(ii).
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Related to Notes Payable; IB Capital Contribution

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

  • Members Capital Contributions (a) Initial Capital Contribution. The initial Capital Contribution described on Schedule 1 (the “Property”) was made by the previous Member.

  • 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 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

  • Initial Capital Contribution On March 7, 2007, the Member made a capital contribution of One Hundred Dollars ($100.00) to the Company, and, as consideration therefor, the Member received a percentage interest of One Hundred Percent (100%) in 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.

  • 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.

  • 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.

  • 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 Funding and Capital Contributions If the Board of the Company or Haimeng at any time or from time to time determines that funding and/ or capital contributions to the Company or Haimeng are necessary to conduct the Company’s or Haimeng’s business activities, then:

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