Old Capital definition

Old Capital means the aggregate capital contributions made or deemed to have been made to the Company prior to the making of the Initial Capital Contributions.
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Old Capital. Heritage Inn" or "▇▇▇▇ Care" (the "▇▇▇▇ FACILITIES") or to the Facilities known as "Oceanside" or "Savannah Beach" (the "▇▇▇▇▇▇ FACILITIES") (each a "▇▇▇▇/▇▇▇▇▇▇ LEASE") is not so amended by the fifth anniversary of the Closing Date, or if any other Short Lease is not so amended by the second anniversary of the Closing Date, then the Base Amount (and the Series A Merger Consideration) shall be deemed reduced by the amount of the Short Lease Extension Allocation applicable to such Short Lease (and the Shareholders shall have no further right to recoup such reduction (whether or not the term of such Short Lease is thereafter extended)), and shares having a value (valued using the Closing Date as the date of determination in accordance with Section 3.1(a) below) equal to the Short Lease Extension Allocation amount applicable thereto shall be delivered to Buyer by the Escrowee from the Escrow Deposit, or if there are insufficient shares in the Escrow Deposit, the Principal Shareholders shall deliver shares valued using the Closing Date as the date of determination or cash, at Shareholders' Representative's election, to the extent necessary to cover any such deficiency. The Company and Principal Shareholders represent and warrant that they have delivered to Buyer true and complete copies of certain extension agreements, and based on the foregoing, Buyer acknowledges that, as of the date hereof, the Short Leases with respect to the Heart of Georgia Facility and the Macon Facility have been extended as required pursuant to this subsection (b), and accordingly, $2,100,000 of the $5,000,000 shall not be deposited in the Escrow Deposit and shall be included in the Base Amount (and correspondingly, the Series A Merger Consideration).
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Examples of Old Capital in a sentence

  • Without limitation to the foregoing, the parties hereto expressly agree that no holder of Old Capital Securities or New Capital Securities shall have any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

  • Accordingly, we request instructions as to whether you wish us to exchange any or all such Old Capital Securities held by us for your account or benefit, pursuant to the terms and conditions set forth in the Prospectus and Letter of Transmittal.

  • Old Capital Securities may be tendered for exchange in whole or in part in a liquidation amount of $100,000 (100 Old Capital Securities) or any integral multiple of $1,000 in excess thereof.

  • Therefore, the Company and the Issuer Trust urge beneficial owners of Old Capital Securities registered in the name of a broker, dealer, commercial bank, trust company or other nominee to contact such Holder promptly if they wish to exchange Old Capital Securities in the Exchange Offer.

  • As set forth in the Prospectus, the terms of the New Capital Securities are identical in all material respects to the Old Capital Securities, except that the New Capital Securities have been registered under the Securities Act of 1933, as amended, and therefore will not be subject to certain restrictions on their transfer and will not provide for any increase in interest rate paid thereon, subject to certain exceptions.

  • An exchange of any Old Capital Securities may only be made by us as the registered Holder pursuant to your instructions.

  • As Exchange Agent, Wilmington Trust will perform those services as are outlined herein, including, but not limited to, accepting tenders of Old Capital Securities, and communicating generally regarding the Exchange Offer with brokers, dealers, commercial banks, trust companies and other persons, including Holders of the Old Capital Securities.

  • The Exchange Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of Old Capital Securities residing in any jurisdiction in which the making of the Exchange Offer or acceptance thereof would not be in compliance with the laws of such jurisdiction.

  • Without limitation of the foregoing, the parties hereto expressly agree that no Holder of Old Capital Securities or Exchange Capital Securities shall have any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

  • We urge you to read carefully the Prospectus and Letter of Transmittal before instructing us to exchange your Old Capital Securities.