Capital Shortfall definition
Examples of Capital Shortfall in a sentence
The aggregate consideration payable for the Units (the “Merger Consideration”) is equal to: (a) Base Amount; plus (b) the Closing Cash; either (c) plus the Closing Working Capital Excess (if any) or minus the Closing Working Capital Shortfall (if any); minus (d) the Closing Indebtedness; minus (e) the Closing Transaction Expenses.
If the total amount of Additional Capital Shortfall is not so contributed, the Management Committee may use any reasonable method to provide Members the opportunity to make additional Capital Contributions until the Additional Capital Shortfall is as fully contributed as possible.
If the Majority Stockholder timely makes such a payment or if ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇'▇ calculation of Company Net Working Capital discloses no Working Capital Shortfall, the Company will be deemed to have satisfied the condition to the Offer set forth in paragraph (c)(x) of Annex A.
A Member who makes the required additional Capital Contributions (Nondefaulting Member) will have the right, but not the obligation, to advance an amount bearing the same ratio to the total amount of the Additional Capital Shortfall as a Nondefaulting Member’s Capital Account bears to the total Capital Accounts of all Nondefaulting Members.
Such capital contributions will not be made until other existing funds of the Company have been utilized, and the Members shall use their best efforts to cause the Company to borrow from third parties any funds required for satisfaction of such Capital Shortfall before any demand is made on the Members for capital contributions for the same.
In this Agreement, those additional Capital Contributions that are not made by a Defaulting Member are referred to as Additional Capital Shortfall.
If the total amount of Additional Capital Shortfall is not so contributed, the Manager may use any reasonable method to provide Members the opportunity to make additional Capital Contributions, until the Additional Capital Shortfall is as fully contributed as possible.
Notwithstanding anything to the contrary, in the event of a Net Working Capital Shortfall, the Company shall not (and shall not permit any Subsidiary to) incur any additional debt if and to the extent such additional debt is prohibited by the Manufacturer or will cause the Company or an applicable Subsidiary to violate the Manufacturer Rules.
Each Member shall make a pro-rata additional Capital Contribution in accordance with that Member’s Percentage Interest according to the Capital Shortfall Notice; provided, however, that the failure to make an additional Capital Contribution shall not constitute a breach by such Member, but rather shall result in the consequences provided for in sub-part (b) below.
Upon completion of the Estimated Statements, Seller Parent shall derive: (i) the estimated Closing Date Working Capital; (ii)the estimated Closing Net Cash; (iii) the Estimated Closing Date Working Capital Shortfall; and (iv) the Estimated Closing Date Working Capital Excess, if any.