The "sole shareholder" clause typically specifies that the entire ownership of the entity is vested in a single individual or entity, ensuring clear decision-making authority and responsibility. This clause often outlines the rights and obligations of the sole shareholder, as well as the implications for governance, liability, and transfer of shares.
CONTRIBUTION AGREEMENT, dated as of June 21, 2019 (this Agreement), between CM FINANCE INC., a corporation incorporated under the law of the State of Maryland and sole shareholder (the Sole Shareholder) of CM Finance SPV Ltd., and CM FINANCE SPV LTD. (the Issuer).
On the Closing Date, the Sole Shareholder contributed additional capital to the Issuer in the form of a USD Cash transfer to the Principal Collection Account in an amount equal to USD 8,850,785.21 (the “Initial Contribution Amount”). Following such transfer on the Closing Date, such Initial Contribution Amount formed a part of the Collateral under the Indenture.
To induce the Holders to accept certain changes to certain of the Portfolio Assets, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Sole Shareholder has agreed to make capital contributions to the Issuer in the circumstances described herein.
1. The Sole Shareholder will from time to time execute and deliver such further documents and do such other acts and things as the Issuer or the Valuation Agent may reasonably request in order fully to effect the purposes of this Agreement. 2. The Sole Shareholder agrees not to cause the filing of a petition in bankruptcy against or on behalf of the Issuer until the payment in full of all Notes issued under the Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period plus one day, following such payment. 3. The Sole Shareholder agrees to not make any election or take any action, or cause the Issuer to make or take such an election or action, that would cause the Issuer to be treated as an association taxable as a corporation for U.S. Federal income tax purposes. 4. The Sole Shareholder agrees to not transfer any shares in the Issuer or cause the Issuer to register a transfer of any shares if such transfer would cause the Issuer to have more than one owner for U.S. Federal income tax purposes or otherwise would cause the Issuer to be treated other than as disregarded as an entity separate from the Sole Shareholder.
Withholding Taxes. If the Sole Shareholder is required to deduct or withhold from the contribution contemplated by Section 2 or Section 3 hereof any tax, then the Sole Shareholder will pay an amount equal to such shortfall to the Issuer.
Amended and Restated Issuer Sale and Contribution Agreement, dated as of March 12, 2021 (this agreement), between BC Partners Lending Corporation, a corporation incorporated under the law of the State of Maryland and sole shareholder (the sole shareholder) of Great Lakes BCPL Funding Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the issuer).
The Sole Shareholder and the Issuer entered into an Issuer Sale and Contribution Agreement dated as of December 16, 2019 (the Original Issuer Sale and Contribution Agreement).
Voluntary Contribution and/or Sale: The Sole Shareholder may (but is not obliged to), from time to time, make additional (i) contributions to the Issuer or (ii) sales to the Issuer, in each case, in the form of Cash by wire transfer in immediately available funds and/or by the sale, assignment or transfer of Acceptable Assets, which, in the case of a sale, assignment or transfer of Acceptable Assets to the Issuer, may be in exchange for the increase in the funded principal amount of the Notes in accordance with the provisions of the Indenture (each such contribution or sale, a Voluntary Contribution/Sale).
The Sole Shareholder represents and warrants to the Issuer, the Trustee and the Valuation Agent on each date of contribution or sale of a Loan or Bond by the Sole Shareholder to the Issuer as follows (with respect to Loans or Bonds contributed hereunder both before and after the Closing Date): (i)Each Loan or Bond sold, transferred, assigned or contributed by the Sole Shareholder under this Agreement was originally acquired by the Sole Shareholder for fair value at the time of such acquisition. (ii)As of the applicable settlement date of the relevant contribution hereunder, the Sole Shareholder is or was the sole owner with good and marketable title of, and the right to transfer, each Loan or Bond that it contributes to the Issuer hereunder, free and clear of any security interest, lien or other adverse claim. All actions necessary under the law of any relevant jurisdiction (other than United States bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws relating to or affecting the rights of creditors generally) and under the terms of the relevant Loan or Bond, as applicable, to effect a sale of such Loan or Bond to the Issuer have been or will have been taken on the date of the relevant sale to the Sole Shareholder and the date of the contribution or sale thereof (as applicable) to the Issuer. All actions necessary under the law of any relevant jurisdiction (other than United States bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer or other similar laws relating to or affecting the rights of creditors generally) and under the terms of the relevant Loan or Bond, as applicable, to effect a sale (if any) of any Loan or Bond to the Sole Shareholder and the subsequent contribution or sale (as applicable) of such Loan or Bond to the Issuer, in each case, to be taken by the Sole Shareholder, have been or will have been taken on the date of the relevant sale (if any) to the Sole Shareholder and the date of subsequent contribution or sale thereof (as applicable) to the Issuer. Except as otherwise permitted pursuant to this Agreement, no sale of such Loan or Bond to the Sole Shareholder or to the Issuer has been, or will be, made by any holder of equity in the Sole Shareholder.
Covenants. 1. The Sole Shareholder shall from time to time execute and deliver such further documents and do such other acts and things as the Issuer or the Valuation Agent may reasonably request in order fully to effect the purposes of this Agreement. 2. The Sole Shareholder shall not cause the filing of a petition in bankruptcy against or on behalf of the Issuer until the payment in full of all Notes issued under the Indenture and the expiration of a period equal to one year and a day, or, if longer, the applicable preference period plus one day, following such payment.
Tax: (a) The Sole Shareholder shall not make any election or take any action, or cause the Issuer to make or take such an election or action, that would cause the Issuer to be treated as an association taxable as a corporation for U.S. Federal income tax purposes. (b) The Sole Shareholder shall not transfer any shares in the Issuer or cause the Issuer to register a transfer of any shares if such transfer would cause the Issuer to have more than one owner for U.S. Federal income tax purposes or otherwise would cause the Issuer to be treated other than as disregarded as an entity separate from the Sole Shareholder.
The Issuer shall not acquire any Loan or Bond from an Affiliate of the Sole Shareholder and the Sole Shareholder shall not contribute hereunder any Loan or Bond that was originally acquired by the Sole Shareholder from an Affiliate of the Sole Shareholder.
Each of the sole shareholder and the issuer hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this agreement or the transactions contemplated hereby. Each party hereby (i) certifies that no representative, agent or attorney of the other has represented, expressly or otherwise, that the other would not, in the event of a proceeding, seek to enforce the foregoing waiver and (ii) acknowledges that it has been induced to enter into this agreement by, among other things, the mutual waivers and certifications in this paragraph.
WHEREAS, following such Transaction, the Board has determined that it is in the best interests of the Company, its policyholders and its sole shareholder, The Nassau Companies of New York, a Delaware corporation (the “Sole Shareholder”), to effect a merger with DLNY, whereby DLNY would merge with and into the Company, whereupon the separate corporate existence of DLNY would cease, and the Company will be the surviving company (the “Proposed Merger”).
The sole holder of the Fund's shares of Common Stock is Venture Lending & Leasing IX, LLC (the “Sole Shareholder”).
Except as otherwise required under the Investment Company Act of 1940 (the “1940 Act”), voting power for the election of directors and for all other purposes is vested exclusively in the holders of the Fund’s Common Stock. Each holder of a full or fractional share of Common Stock is entitled, in the case of full shares, to one vote for each such share and, in the case of fractional shares, to a fraction of one vote corresponding to the fractional amount of each such fractional share. The Operating Agreement of the Sole Shareholder (the “Operating Agreement”) grants the members of the Sole Shareholder (the “Members”) pass-through voting rights, meaning that the Sole Shareholder may take no action with respect to the Fund’s Common Stock without first securing the approval of the Members, with the same vote required of the Members as is required of holders of the Fund’s Common Stock.
Any assets of the Fund distributed to its Sole Shareholder, in cash or in kind at the option of the Board, are distributed in proportion to the number of full and fractional outstanding shares of Common Stock held. Assets of the Fund distributed to the Sole Shareholder, which are further distributed to the Members, will follow the Distribution Policy set forth in the Operating Agreement.
A sole shareholder refers to a person or entity that owns all the shares of a corporation. This means they have full control over the business operations, decisions, and profits. In corporations with a sole shareholder, there are no other owners involved, simplifying governance and decision-making processes.
A sole shareholder structure is advantageous when you want complete control over your company without having to answer to other investors or shareholders. This structure can be beneficial for small businesses, startups, or any entities where simplicity in management and a unified strategic direction are desired.
When referencing a sole shareholder in documentation, you can use the following format:
“The corporation, ___________, is wholly owned by [Name of Sole Shareholder] as the sole shareholder.”
Ensure that any official documentation clearly states the sole shareholder status to eliminate confusion about ownership and rights.
Contracts or documents where sole shareholder status might be referenced include:
These documents help formalize and clarify the sole shareholder’s role and responsibilities within the corporate structure.
Dive deeper into the world of clauses and learn more about these other clauses that are used in real contracts.
Special conditions in a contract refer to specific terms and provisions that are tailored to the unique requirements of the agreement, distinguishing them from the standard or general clauses. These conditions address particular circumstances or obligations, ensuring that the contract meets the specific needs and expectations of the parties involved.
Specific performance is a legal remedy in contract law that requires a party to perform their contractual obligations as specified, rather than paying damages for failing to do so. This remedy is typically reserved for situations where monetary compensation is inadequate, such as in contracts involving unique goods or properties.
A spendthrift provision is a clause in a trust that restricts a beneficiary's ability to transfer or pledge their interest in the trust assets, effectively protecting the trust from creditors. This ensures that the beneficiary cannot irresponsibly squander their inheritance or have it seized for debts, thereby preserving the trust's assets for its intended purpose.
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