Additional Capital Contributions by Members Sample Clauses

Additional Capital Contributions by Members. (a) If, at any time, the Board determines that the Company is in need of additional capital, then, with the prior written consent of each Member, each Member shall be obligated to contribute in cash such capital, subject to the limitations contained in this Section 5.2 or elsewhere in this Agreement, pro rata in accordance with its Sharing Ratio in effect at the time of such contribution. (b) Except as set forth in this Section 5.2, no Member will be (i) permitted to make additional Capital Contributions to the Company without the prior approval of the Board or (ii) required to make additional Capital Contributions to the Company.

Additional Capital Contributions by Members. The Members may, by majority Vote in interest of LLC Units, raise additional capital by issuing additional LLC Units to existing members in exchange for capital contributions specified by resolution.

Additional Capital Contributions by Members. 3.2.1 No Member shall be (a) required or (b) except as provided in this Paragraph 3.2 or as otherwise approved by a Majority in Interest, permitted, to make any additional Capital Contributions to the Company. 3.2.2 If the Board determines that the Follow-On Subscription (as defined below) is needed prior to November 15, 1999, then the Company shall provide written notice thereof to ONRP (the "Follow-On Subscription Notice"). On the earlier of (a) November 15, 1999 or (b) five days after its receipt of the Follow-On Subscription Notice, ONRP shall make an additional Capital Contribution of $10.0 million in consideration of the issuance of 373,483 Non-Voting Common Interests (the "Follow-On Subscription"), provided, however, that ONRP shall have no obligation to make the Follow-On Subscription unless (a) Retail Sponsor has, in all material respects, complied with its obligations under the Operating Agreements and (b) the representations and warranties of the Company and Retail Sponsor contained in the Subscription Agreement are true and correct at the time the Follow-On Subscription is consummated. 3.2.3 In the event of any future equity financing by the Company, including an initial public offering of equity securities by the Company, but excluding the Follow-On Subscription, (each, a "Subsequent Financing"), each of the Members shall have the right to subscribe, to the extent of its then-current Ownership Percentage, to such Subsequent Financing unless in the case of any such Subsequent Financing that is an underwritten public offering of common stock, (a) the managing underwriter in connection with such Subsequent Financing advises that a full or partial waiver of such right is required in order to consummate such Subsequent Financing and (b) such waiver would not materially prejudice either Retail Sponsor or ONRP. In the event of any future equity financing by ▇▇.▇▇▇ or any other Subsidiary of the Company, each of the Members shall be afforded the ratable right to purchase additional Non-Voting Common Interests or Non-Voting Preferred Interests (which shall be determined based on the type of Membership Interests already owned by each such Member) in the Company in an amount sufficient to permit the Company to purchase a sufficient number of equity securities of ▇▇.▇▇▇ or such other Subsidiary to permit the Company to maintain its ratable ownership percentage therein.

Additional Capital Contributions by Members. 3.2.1 Each Member shall be allocated an interest in the 6,067,858 shares of Chicago Pizza, Incorporated as set forth in Exhibit "A" (with a Member's allocable interest in the Shares referred to as an "Allocable share")."

Additional Capital Contributions by Members. 3.2.1 Except as provided in Paragraphs 3.2.2 and 3.2.3, no Member shall be permitted or required to make any additional Capital Contributions to the Company. 3.2.2 If from time to time the Company requires additional capital or has capital inadequate to pay its liabilities, each as determined by a Majority in Interest, then the Members constituting such Majority in Interest shall deliver a notice to each other Member specifying the aggregate amount of the additional Capital Contribution required, a date not earlier than thirty (30) days from the date of such notice prior to which such additional Capital Contribution shall be made, and any other terms and conditions relating to such additional Capital Contribution. Upon receipt of such notice, each Member, in its discretion, shall thereafter be required to make additional Capital Contributions, on a date not later than the date set forth in the notice, on a pro rata basis in accordance with its respective Percentage Interests pursuant to such terms and conditions as are set forth in the notice. The sole remedy against a Member for failure to make the additional Capital Contribution approved by a Majority in Interest under this Paragraph 3.2.2 shall be the reduction of such Member's Percentage Interest as provided in Paragraph 3.2.3. (a) If any Member fails to make its proportionate share of an additional Capital Contribution approved by a Majority in Interest as required under Paragraph 3.2.2, such (b) In the event that any Member fails to make its proportionate share of an additional Capital Contribution approved by a Majority in Interest as required under Paragraph 3.2.2, and such failure shall continue for a period of thirty (30) days, the Members making such additional Capital Contribution shall at any time thereafter that such Capital Contribution has not been paid have the right to contribute (pro rata in accordance with the Percentage Interests held by those electing to so contribute) the delinquent Member's share of the additional Capital Contribution. In the event of such contribution by one or more Members making such additional Capital Contribution, the Percentage Interest of each such Member making such Additional Capital Contribution shall be increased to that percentage arrived at by dividing the sum of the actual Capital Contributions (including additional Capital Contributions) made by such Member on its own behalf and one hundred fifty percent (150%) of the total Capital Contributions made ...

Additional Capital Contributions by Members. 3.2.1 No Member shall be (a) required or (b) except as provided in this Paragraph 3.2 or as otherwise approved by a Majority in Interest, permitted, to make any additional Capital Contributions to the Company. 3.2.2 ONRP shall make an additional Capital Contribution of $5,137,758 in consideration of the issuance of an additional 5,242,610 Non-Voting Common Interests and Retail Sponsor shall make an additional Capital Contribution of $6,862,242 in consideration of the issuance of an additional 7,002,288 Non- Voting Preferred Interests (the "Third Subscription"), all of which interests ------------------ are hereby authorized, provided, however, that neither ONRP nor Retail Sponsor shall have the obligation to make the Third Subscription unless (a) the other Member has, in all material respects, complied with its obligations under the Operating Agreements and (b) the representations and warranties of the Company and the other Member contained in the Third Subscription Agreement are true and correct at the time the Subscription is consummated. The Capital Contributions to be made by ONRP and Retail Sponsor pursuant to this Paragraph 3.2.2 shall be made in three monthly installments, the first of which shall occur on March __, 2000, the amount of each installment shall be determined by the Board, provided that each Capital Contribution installment made by ONRP and Retail Sponsor shall be made in the same proportion as the aggregate total Capital Contribution required by each party pursuant to this Paragraph 3.

Additional Capital Contributions by Members. 3.2.1 If the Board of Managers determines that the Company requires or would benefit from additional funds, the Board of Managers, on behalf of the Company, may, but shall not be obligated to, do any of the following: (a) THIRD PARTY DEBT FINANCING. Obtain the funds via third-party debt financing from one or more sources and on terms and conditions acceptable to the Board of Managers (which may include, for example, (i) the granting of a lien or liens on certain or all of the Company Assets to secure repayment or (ii) the granting of a Membership Interest or Economic Interest and/or the right to subsequently convert all or a portion of the loan funds provided into a Membership Interest or Economic Interest).

Additional Capital Contributions by Members. Except as provided in Section 3.1, no Member shall be required to make any additional Capital Contributions to the Company. However, a Member may make any additional Capital Contributions to the Company with the written consent of the other Member. To the extent that a Member makes an additional Capital Contribution to the Company, the Board of Managers shall cause Exhibit A to be updated to reflect an increase in the Units of the contributing Member that fairly and equitably reflects the value of its additional Capital Contribution in relation to the aggregate amount of all Capital Contributions made by the Members.

Additional Capital Contributions by Members. No Member shall be required to make any additional Capital Contributions to the Company, and no Member shall be permitted to make any additional Capital Contributions to the Company without the consent of the Board of Directors. In the event that any Capital Contributions are made by any Member or any other Person who becomes a Member as a result thereof (each, an “Additional Member” and, collectively, the “Additional Members”), the Company shall be authorized to issue additional Common Units to such Member or Additional Member on such terms and conditions and for such Capital Contributions as the Board of Directors and such Member or Additional Member may agree. As a condition to being admitted as a Member of the Company, each Additional Member shall execute an agreement to be bound by the terms and conditions of this Agreement.