Additional Capital Needs Clause Samples

Additional Capital Needs. If the Company requires additional capital to pay operating or capital costs and expenses incurred by the Company with respect to any Property following the Property’s acquisition, or if the Company requires additional capital to meet the Company’s operating needs other than with respect to a specific Property, the Member-Manager shall issue a notice (a “Cash Notice”) setting forth the amount requested from each Member (“Requested Amount”) which shall be such Member’s Proportionate Share of the aggregate funds required. Any funds paid by the Members to the Company pursuant to this Section shall be additional Contributions to the Company. The Cash Notice shall include details of the proposed application of proceeds and such other information with respect to the amount requested and proposed use thereof as the Members may reasonably request. The Members shall approve or disapprove the request within 10 business days following the date of the Cash Notice or the request shall be deemed disapproved. If the request is approved by all Members, each Member shall pay to the Company the Member’s Requested Amount within 10 business days following the date of the approval of all Members. If the Cash Notice is disapproved by any Member, the Members shall not be required to make the requested payment and shall have no liability with respect thereto.

Additional Capital Needs. The Parties acknowledge and agree that their respective financial advisors shall work with each other and the Company to analyze the market for third party funding of the Company's operations and to introduce the Company to identified funding sources and brokers for a possible initial public offering of the Company capital stock, in all events subject to any and all limitations set forth in the Company's Certificate of Incorporation and Bylaws. Any initial public offering of the Company's capital stock shall occur only upon the mutual written agreement of the Parties. The Parties agree that the transfer of any equity interest in the Company shall be mutually agreed to in writing and may result in a dilution of the Parties' respective owner ship interests.

Additional Capital Needs. No Member shall be required to make any Capital Contributions to the Company. No Member shall be entitled to make any loan or Capital Contribution to the Company other than as expressly provided herein or as otherwise agreed to in writing by the MGT Member. No loan made to the Company by any Member shall constitute a Capital Contribution to the Company for any purpose unless otherwise agreed to in writing by the Members.

Additional Capital Needs. No Member shall be obligated to make any additional contributions to Company capital or loans to the Company without such Member's consent. However, Members may make additional capital contributions to the Company with the approval of the Manager as provided in this Section 5.3. Further, in the event the Company has insufficient capital for its needs, it may raise additional capital by borrowing from Members or third parties on such commercially reasonable terms and conditions as the Manager and such Member or third party are able to agree upon.

Additional Capital Needs. (a) Except as set forth in SECTION 7.2(b), no Member shall be required to make additional contributions to the capital of the Company. If the Company proposes to issue to any Person (including any Member) any Membership Units, or securities convertible into or exchangeable for Membership Units, then each Member shall have the right, but not the obligation, to purchase an amount up to its pro rata portion of such Membership Units and/or securities, as the case may be (such pro rata portions to be based upon each Member's Percentage Interest), on the same terms and conditions to be offered to such Person. (b) Until December 31, 2010, BR agrees to make up to an aggregate of $1,500,000 of additional contributions to the capital of the Company if and to the extent necessary to pay the Company's Operating Expenses, which additional capital shall be contributed prior to the Company receiving any capital contributions from any other Person. No additional Membership Units shall be issued, nor shall any change occur in the Members' Percentage Interests, upon any additional capital contribution made by BR pursuant to this SECTION 7.2(b). BR's obligation to fund additional capital contributions pursuant to this SECTION 7.2(b) shall be reduced by the amount of Company indebtedness guaranteed by BR or any of its Affiliates (other than the Company) and shall otherwise terminate on December 31, 2010. The Manager shall promptly notify JLUS in writing of the amount of each capital contribution made by BR under this section. (c) If, as determined in good faith by the Manager, the Company's capital needs are otherwise beyond that required to be contributed under SECTIONS 7.1 and 7.2(b) above, the Company shall deliver written notice to all of the Members of the Company's need for additional capital (the "NOTICE"), which Notice shall specify the amount of additional capital required (the "REQUIRED FUNDING"). (i) At or about the time when the Notice is transmitted, the Company shall commence to use commercially reasonable efforts to obtain financing from a bank or similar financial institution in the amount of the Required Funding. Within thirty (30) days of the date of the Notice (or such longer time period that is agreed to by BR and JLUS), the Company shall notify the Members of the terms of any such financing alternatives available to the Company. Thereafter, BR and JLUS will determine the superior financing proposal. (ii) If no financing is obtained pursuant to subsection ...