Contribution Right Sample Clauses

Contribution Right. So long as it is a Member with a ------------------ Membership Interest representing at least 50% of the aggregate Membership Interests, Angelika, Inc. will have the right, but not the obligation, to provide capital to the Company to meet the obligations of the Company. This right is subject to the preemptive rights of the other Members, as set forth in subsection (a), immediately above. However, such contributions may be made immediately, subject to repayment (with interest at the rate of 30 Day LIBOR plus 2.25 basis points) from the proceeds of any such exercise of preemptive rights within forty-five (45) days of notice to the Members of such capital contribution by Angelika, Inc. Such contributions will be treated as contributions to capital by Angelika, Inc. effective on the date funded, and Angelika, Inc.'s Membership Interest will be increased proportionately by the amount of such contributions, except to the extent such contributions, if any, are repaid from the proceeds of an exercise by Members of preemptive rights during the Rights Period.
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Contribution Right. Notwithstanding anything to the contrary ------------------ herein, the Company hereby grants to the GS Investors a right (the "Contribution Right") to contribute any or all of its Remaining Commitment ------------------ Amounts (whether or not the Commitment Period has expired) to the Company at any time prior to a Qualified IPO, dissolution or a sale of all of the assets or equity interests in the Company. The GS Investors may exercise the Contribution Right by delivering a written notice to the Company of the GS Investors' intent to make Capital Contributions in accordance with the terms of such notice. Delivery of such notice by the GS Investors to the Company in accordance with this Section 3.1(b)(v) will be deemed for the purposes of Section 3.1(b)(ii) to be a delivery of a Contribution Notice by the Company to the GS Investors for the amount specified in the notice. In order to give full effect to the Contribution Right, the Board will give the GS Investors twenty-five Business Days prior written notice of any Qualified IPO, dissolution of the Company, sale or Transfer of all or a substantial portion of the securities or assets constituting any Investment or the Company or any proposed distribution. In the event that the Company engages in any such transaction without providing such notice, the GS Investors shall hereinafter be entitled to contribute any or all of its Remaining Commitment Amount to the Company and shall be deemed to have made its Capital Contribution prior to such transaction. Any Capital Contributions made under this Section 3.1(b)(v) will be considered for all purposes a contribution of a portion equal to such Capital Contribution of the Capital Commitment of the GS Investors, and shall reduce the Remaining Capital Commitments of the GS Investors by the amount of such Capital Contribution. Notwithstanding the termination of the Commitment Period pursuant to section 3.1(d)(ii) or otherwise, the Contribution Right set forth in Section 3.1(b)(v) shall not be terminated, unless it is terminated in accordance with its terms.
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Contribution Right. If, at any time and from time to time after the date of this Agreement, the Company shall issue any additional Company Securities (other than in any share split which is not a Series A Distribution and other than in connection with or pursuant to the Management Incentive Plan) the Series A Shareholder shall have the right, but not the obligation, to contribute to the capital of the Company, in cash, an amount up to the product of (A) the quotient determined by dividing (x) the Percentage Interest with respect to the Series A Preferred Share immediately prior to the issuance of such additional Company Securities by the Company by (y) 100% less the Percentage Interest with respect to the Series A Preferred Share immediately prior to the issuance of such additional Company Securities by the Company and (B) the gross cash proceeds (before deduction of underwriters’ discounts and commissions) to the Company of such issuance or, if such issuance is for other than cash, the fair market value (net of any assumed debt), as reasonably agreed between the holder of the Series A Preferred Share and the Conflicts Committee, of the property or services received by the Company in respect of such issuance (with respect to any such issuance, the “Catch-Up Contribution”). The Series A Shareholder shall pay to the Company the Catch-Up Contribution (or portion thereof) that such holder shall have elected to make no later than 10 days following the date on which the Company receives the full consideration for the issuance of Company Securities in respect of which such Catch-Up Contribution is made.
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Contribution Right 
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Related to Contribution Right

  • Contribution Rights In order to provide for just and equitable contribution under the Act in any case in which: (i) any person entitled to indemnification under this Section 5 makes a claim for indemnification pursuant hereto but it is judicially determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the expiration of time to appeal or the denial of the last right of appeal) that such indemnification may not be enforced in such case notwithstanding the fact that this Section 5 provides for indemnification in such case; or (ii) contribution under the Act, the Exchange Act or otherwise may be required on the part of any such person in circumstances for which indemnification is provided under this Section 5, then, and in each such case, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, in such proportions that the Underwriters are responsible for that portion represented by the percentage that the underwriting discount appearing on the cover page of the Prospectus bears to the initial offering price appearing thereon and the Company is responsible for the balance; provided, that, no person guilty of a fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 5.3.1, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Public Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that such Underwriter has otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section, each director, officer and employee of an Underwriter or the Company, as applicable, and each person, if any, who controls an Underwriter or the Company, as applicable, within the meaning of Section 15 of the Act shall have the same rights to contribution as the Underwriters or the Company, as applicable.

  • Right of Contribution Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by such Guarantor hereunder.

  • Distribution Rights No Exchange shall impair the right of the Exchanging Member to receive any distributions payable on the Common Units redeemed pursuant to such Exchange in respect of a record date that occurs prior to the Exchange Date for such Exchange. No Exchanging Member, or a Person designated by an Exchanging Member to receive shares of Class A Common Stock, shall be entitled to receive, with respect to such record date, distributions or dividends both on Common Units redeemed by the Company from such Exchanging Member and on shares of Class A Common Stock received by such Exchanging Member, or other Person so designated, if applicable, in such Exchange.

  • Contribution Payment To the extent the indemnification provided for under any provision of this Agreement is determined (in the manner hereinabove provided) not to be permitted under applicable law, the Company, in lieu of indemnifying Indemnitee, shall, to the extent permitted by law, contribute to the amount of any and all Indemnifiable Liabilities incurred or paid by Indemnitee for which such indemnification is not permitted. The amount the Company contributes shall be in such proportion as is appropriate to reflect the relative fault of Indemnitee, on the one hand, and of the Company and any and all other parties (including officers and directors of the Company other than Indemnitee) who may be at fault (collectively, including the Company, the "Third Parties"), on the other hand.

  • Return of Contribution Nonrecourse to Other Members Except as provided by law or as expressly provided in this Operating Agreement, upon dissolution, each Member shall look solely to the assets of the Company for the return of its Capital Contribution. If the Company property remaining after the payment or discharge of the debts and liabilities of the Company is insufficient to return the cash contribution of one or more Members, such Member or Members shall have no recourse against any other Member.

  • Contribution Allocation The Advisory Committee will allocate deferral contributions, matching contributions, qualified nonelective contributions and nonelective contributions in accordance with Section 14.06 and the elections under this Adoption Agreement Section 3.04.

  • Initial Contribution The capital contributions to be made by the Member and with which the Company shall begin business are as follows: Member Name Contribution Membership Interest Century Land Holdings, LLC $ 1,000.00 100 %

  • No Right of Contribution Sellers shall have no right to seek contribution from Company or Purchaser with respect to all or any part of any of a Seller’s indemnification obligations under this Section 11.

  • Transfer of Incentive Distribution Rights The General Partner or any other holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights without the approval of any Limited Partner or any other Person.

  • Qualified Matching Contributions If selected below, the Employer may make Qualified Matching Contributions for each Plan Year (select all those applicable):

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