Capital Demand Notice has the meaning set forth in Section 2.1(c) hereof.
Capital Demand Notice shall have the meaning specified in Section 7.1(b).
Examples of Capital Demand Notice in a sentence
Subject to the terms and conditions set forth herein, during the Commitment Period the Company may elect to deliver a Capital Demand Notice.
The Company may issue as many Capital Demand Notices as it may elect during the Commitment Period but may not deliver a new Capital Demand Notice during an existing Selling Period.
If pursuant to the terms and conditions of the Underwriting Agreement, the Company delivers a Capital Demand Notice to the Underwriter and the Underwriter fails to fulfill its Selling Period Obligation, then the Investor, subject to the terms and conditions of this Agreement, shall be obligated to purchase from the Company the number of shares of Common Stock necessary to fulfill the Underwriter's Selling Period Obligation.
The Company must have a brokerage account with the Underwriter prior to the date on which the Company delivers a Capital Demand Notice, into which account the proceeds of any sale of Common Stock, net of any amounts payable under Section 2.4(d), shall be deposited.
The Capital Demand Notice must specify each of the Minimum Draw Down Amount, the Maximum Draw Down Amount and the Hard Floor Price.
More Definitions of Capital Demand Notice
Capital Demand Notice means the written notice, in the form attached hereto as Exhibit 2.3(a), delivered by a Designated Officer of the Company to the Underwriter on any Trading Day during the Commitment Period pursuant to Section 2.3.
Capital Demand Notice means a written notice requiring the contribution of capital to the Company, which notice shall (A) be by the Company to each Member and (B) call for contribution to the Company of the Unpaid Capital Obligation of each Member. All capital calls will be made on a pro rata basis in proportion to each Member's Unpaid Capital Obligation.
Capital Demand Notice means a written notice requiring the contribution of capital to the Company, which notice shall (A) be delivered by the Managing Member to each Member, (B) call for contribution to the Company of the amount of capital not in excess of such Member's Capital Commitment determined by the Operating Committee to be appropriate to fund particular development projects or acquire additional assets for the Company or meet the expenses of the Company (including the payment of the Guaranteed Payment to the Managing Member) permitted to be paid by the Company hereunder, and (C) call for a contribution of capital by each Member in an amount which represents such Member's Percentage Interest of the aggregate of the amounts payable by all Members on the relevant Capital Demand Date. The foregoing notwithstanding, the Managing Member, by prompt notice to each Member by telex, telecopier or cable, which shall be delivered at least two (2) Business Days prior to the Capital Demand Date, may postpone the Capital Demand Date one or more times for any reason to a specific date, or to a future date to be confirmed on two (2) Business Days' notice, in each case no later than forty-five (45) consecutive days following the originally scheduled Capital Demand Date, or, if such forty-fifth (45th) day shall not be a Business Day, then the next succeeding Business Day, whereupon such rescheduled Capital Demand Date shall thereafter be the scheduled Capital Demand Date for purposes of this Agreement. To the extent the information contained in the Capital Demand Notice delivered with respect to the originally scheduled Capital Demand Date has materially changed, the notice of postponement shall notify the Members of such changes.
Capital Demand Notice is defined in Section 4.2(a).
Capital Demand Notice. Section 1.3(a)
Capital Demand Notice. Section 1 "Capital Stock" Section 1 "Claims" Section 9.1(a) "Closing Date" Section 1 "Code" Section 5.11 "Commission" Section 2.4(d) "Commitment Period" Section 1 "Common Stock" Recitals "Company" Preamble "Company Assets" Section 5.15 "Company Permits" Section 5.6 "Condition Precedent Date" Section 3.1 "Deemed Receipt" Section 3.3 "Designated Officer" Section 1 "DTC" Section 2.4(b) "Due Diligence Materials" Section 1 "Due Diligence Period" Section 1 "Due Diligence Request List" Section 1 "DWAC" Section 2.4(b) "Effective Date" Section 1 "Environmental Laws" Section 5.13 "ERISA" Section 5.11 "Exchange Act" Section 1 "GAAP" Section 5.8(a) "Governmental Entity" Section 1 "Floor Price" Section 1 "Hazardous Substance" Section 5.13 "Indemnified Damages" Section 9.1(a) "Indemnified Party" Section 9.1(b) "Indemnified Person" Section 9.1(a) "Intellectual Property" Section 1 "Intellectual Property Contracts" Section 1 "Intellectual Property Rights" Section 5.18 "Knowledge" Section 1 "Licensed Intellectual Property" Section 1 "Liens" Section 5.15 "Material Adverse Effect" Section 1 "Material Contracts" Section 5.14(a)
Capital Demand Notice which Capital Demand Notice shall set forth (i) the anticipated amount of, and the reason for, such Additional Funding Requirement, (ii) each Member’s required share of such Additional Funding Requirement, and (iii) the due date for such Additional Funding Requirement (the “Capital Demand Due Date”), which due date shall not be earlier than ten (10) days following the date such Capital Demand Notice is delivered to the Members. Each Member shall be obligated to contribute its proportionate share (based on its respective Percentage Interest) of any Additional Funding Requirement called for in a Capital Demand Notice. If any Member (a “Non-Contributing Member”) refuses or fails to make all or any portion of its share of an Additional Funding Requirement pursuant to this Section 9(c) on or prior to the applicable Capital Demand Due Date, then, provided that any Member shall have made its corresponding share of such Additional Funding Requirement, such refusal or failure shall constitute a default by such Non-Contributing Member and each of the Deciding Members shall have the right to advance all or a portion of such Non-Contributing Member’s unpaid share of such Additional Funding Requirement to the Company (provided that if both Deciding Members elect to advance such Non-Contributing Member’s unpaid share of such Additional Funding Requirement, then each Deciding Member shall advance its pro rata share (based on their respective Percentage Interests) of such Non-Contributing Member’s unpaid share of such Additional Funding Requirement) on behalf of such Non-Contributing Member (such contributing Deciding Member, a “Contributing Member”), which advance shall be treated as a loan by such Contributing Member to the Non-Contributing Member (a “Member Loan”) at an interest rate equal to the lesser of twelve percent (12%) per annum, compounded quarterly, and the then maximum allowable rate permitted by law. To the extent not repaid directly by such Non- Contributing Member, each Member Loan shall be repaid out of any subsequent distributions made pursuant to Section 12 of this Agreement to which the Non-Contributing Member for whose account such Member Loan was made would otherwise be entitled under this Agreement prior to any other distributions being made to such Non-Contributing Member (but such distributions actually paid to the Contributing Member shall, nonetheless, constitute a distribution to such Non-Contributing Member for purposes of this Agreement) and...