Common use of Subsequent Contributions Clause in Contracts

Subsequent Contributions. (a) From and after the Initial Closing Date, upon the good faith reasonable de- termination of the Board that additional capital is necessary or appropriate for the development of the Company and the Business as contemplated by this Agreement and the Ancillary Agreements, (1) the Board may deliver a notice to each of IMC and ▇▇▇▇▇▇ (each, a “Subsequent Contribution Notice”), setting forth the amount of additional capital so determined to be necessary or appropriate (each such amount, a “Subsequent Contribution” and collectively with the Initial Contributions, the “Contributions”) and (2) each of IMC and ▇▇▇▇▇▇ shall, in consideration for the Initial Equity Issuances to IMC and ▇▇▇▇▇▇, respectively, deliver to the Company at the Subsequent Closing, in cash by wire transfer of immediately available funds to an account designated by the Company, its pro rata (in proportion to its respective Equity Interests in the Company) portion of the applicable Subsequent Contribution (respectively, for the applicable Subsequent Contribution, the “IMC Subsequent Contribution Amount” and “▇▇▇▇▇▇ Subsequent Contribution Amount”). Notwithstanding anything to the contrary contained herein, IMC shall not be required to make more than CAD 19,250,000 in Contribu- tions, in the aggregate, and ▇▇▇▇▇▇ shall not be required to make more than CAD 15,750,000 in Contributions, in the aggregate. (b) Subject to the proviso in Section 2.04(b), if at any time either IMC or ▇▇▇▇▇▇ (with respect to ▇▇▇▇▇▇, if the Leakage Solution has been achieved, only to the extent that the Sangdong to ▇▇▇▇▇▇ Payments are accessible to ▇▇▇▇▇▇ through the TaeguTec to JV Loan and JV to Sangdong Loan as contemplated by Section 2.04) defaults under its obligations under subsection (a), which default is not cured within five (5) Business Days of notice of such default from the Company, then, without limitation to any other remedies that the other Equityholder or the Company may have under this Agreement, any of the Ancillary Agreements, or applicable Law (including pursuant to Section 14.13), then, at the option of the non-defaulting Equityholder, such defaulting Equityholder shall be deemed to have forfeited its Equity Interests in the Company in full and, without the taking of any action on the part of any Person, be deemed to have withdrawn from the Company, such withdrawal to be effective as of the otherwise applicable Subsequent Closing Date, from and after which date such Equityholder shall not be deemed an Equityholder, and shall not be entitled to any of the rights or benefits of an Equityholder pursuant to this Agreement or the Company Organizational Documents.

Subsequent Contributions. 4.2.1 If the Managers reasonably anticipate or contemplate the need for additional cash investment for any reason, or the need for additional cash for operating expenses, then, in any such event, the Managers (aonly with a unanimous determination by all Managers) From and after the Initial Closing Date, upon the good faith reasonable de- termination of the Board that additional capital is necessary or appropriate may request in writing (a “Notice”) for the development of Members to purchase and the Company and to sell to the Business as contemplated Members additional Units in the Company in an aggregate Capital Contribution amount to be determined by this Agreement and the Ancillary Agreements, Managers (1) the Board may deliver a notice to each of IMC and ▇▇▇▇▇▇ (each, a “Subsequent Contribution NoticeOffered Interests”), setting forth provided, however, that the amount of additional capital so determined to be necessary or appropriate Managers (each such amount, a “Subsequent Contribution” and collectively with the Initial Contributions, the “Contributions”) and (2) each of IMC and ▇▇▇▇▇▇ shall, in consideration for the Initial Equity Issuances to IMC and ▇▇▇▇▇▇, respectively, deliver to the Company at the Subsequent Closing, in cash by wire transfer of immediately available funds to an account designated by the Company, its pro rata (in proportion to its respective Equity Interests in the Company) portion of the applicable Subsequent Contribution (respectively, for the applicable Subsequent Contribution, the “IMC Subsequent Contribution Amount” and “▇▇▇▇▇▇ Subsequent Contribution Amount”). Notwithstanding anything to the contrary contained herein, IMC which shall not be required to make more than CAD 19,250,000 in Contribu- tions, in the aggregate, and ▇▇▇▇▇▇ shall not be required to make more than CAD 15,750,000 in Contributions, in the aggregate. (b) Subject to the proviso in Section 2.04(bby unanimous consent of all Managers), if at without the consent of any time either IMC or ▇▇▇▇▇▇ (with respect to ▇▇▇▇▇▇, if of the Leakage Solution has been achieved, only to the extent that the Sangdong to ▇▇▇▇▇▇ Payments are accessible to ▇▇▇▇▇▇ through the TaeguTec to JV Loan and JV to Sangdong Loan as contemplated by Section 2.04) defaults under its obligations under subsection (a), which default is not cured within five (5) Business Days Members of notice of such default from the Company, thenmay instead seek out bank or third party financing instead of requiring an additional Capital Contribution in the Company or may sell additional Units up to the Issuance Limit. The Members shall have thirty (30) calendar days after the Notice, to acquire the percentage of Subsequent Offered Interests proportionate to such Member’s then existing Sharing Ratio (the “Capital Contribution Deadline”). The Issuance Limit shall be automatically increased by amount of Subsequent Offered Interests purchased by the Members pursuant to the terms of this Section 4.2.1 and the Managers shall be authorized, without limitation to any other remedies that the other Equityholder required consent or the Company may have under this Agreement, any approval of the Ancillary AgreementsMembers, or applicable Law (including to amend this Agreement to evidence such increased Issuance Limit as applicable. 4.2.2 If any Member desires not to purchase the Subsequent Offered Interests it is required to purchase pursuant to Section 14.134.2.1 above (a “Non-Purchasing Member”), then, at it shall notify the other Members (the “Purchasing Members”) and all Purchasing Members shall then have the option for ten (10) days to purchase (i) their Pro Rata Portion of the nonSubsequent Offered Interest and (ii) such additional portion of the Non-defaulting EquityholderPurchasing Member’s Subsequent Offered Interest designated by the Purchasing Members. Any two or more Purchasing Members may agree among themselves to reallocate the portions of the Non-Purchasing Member’s Subsequent Offered Interest to be purchased by them from their respective Pro Rata Portions. In the event none of the Purchasing Members desire to purchase the Non-Purchasing Member’s Subsequent Offered Interest, or any portion thereof, the Non-Purchasing Member is required to purchase the Subsequent Offered Interest applicable to it (or such defaulting Equityholder shall be deemed remaining portion not purchased by the Purchasing Members) pursuant to have forfeited its Equity Interests and as set forth in Section 4.2.1 above. 4.2.3 A Member may not make a subsequent contribution of capital to the Company in full and, without except upon the taking of any action on the part of any Person, be deemed to have withdrawn from the Company, such withdrawal to be effective as consent of the otherwise applicable Subsequent Closing Date, Managers. Any additional contribution to the Company made by a Member without obtaining the consent of the Managers constitutes a loan from and after which date such Equityholder shall not be deemed an Equityholder, Member to the Company and shall not be entitled to any considered a capital contribution. Such loan shall have such terms and conditions as set forth in Section 4.6 of the rights or benefits of an Equityholder pursuant to this Agreement or the Company Organizational DocumentsAgreement.

Subsequent Contributions. 4.2.1 If the Managers reasonably anticipate or contemplate the need for additional cash investment for any reason, or the need for additional cash for operating expenses, then, in any such event, the Managers (aonly with a unanimous determination by all Managers) From and after the Initial Closing Date, upon the good faith reasonable de- termination of the Board that additional capital is necessary or appropriate may request in writing (a “Notice”) for the development of Members to purchase and the Company and to sell to the Business as contemplated Members additional Membership Interests in the Company in an aggregate Capital Contribution amount to be determined by this Agreement and the Ancillary Agreements, Managers (1) the Board may deliver a notice to each of IMC and ▇▇▇▇▇▇ (each, a “Subsequent Contribution NoticeOffered Interests”), setting forth provided however that the amount of additional capital so determined to be necessary or appropriate Managers (each such amount, a “Subsequent Contribution” and collectively with the Initial Contributions, the “Contributions”) and (2) each of IMC and ▇▇▇▇▇▇ shall, in consideration for the Initial Equity Issuances to IMC and ▇▇▇▇▇▇, respectively, deliver to the Company at the Subsequent Closing, in cash by wire transfer of immediately available funds to an account designated by the Company, its pro rata (in proportion to its respective Equity Interests in the Company) portion of the applicable Subsequent Contribution (respectively, for the applicable Subsequent Contribution, the “IMC Subsequent Contribution Amount” and “▇▇▇▇▇▇ Subsequent Contribution Amount”). Notwithstanding anything to the contrary contained herein, IMC which shall not be required to make more than CAD 19,250,000 in Contribu- tions, in the aggregate, and ▇▇▇▇▇▇ shall not be required to make more than CAD 15,750,000 in Contributions, in the aggregate. (b) Subject to the proviso in Section 2.04(bby unanimous consent of all Managers), if at without the consent of any time either IMC or ▇▇▇▇▇▇ (with respect to ▇▇▇▇▇▇, if of the Leakage Solution has been achieved, only to the extent that the Sangdong to ▇▇▇▇▇▇ Payments are accessible to ▇▇▇▇▇▇ through the TaeguTec to JV Loan and JV to Sangdong Loan as contemplated by Section 2.04) defaults under its obligations under subsection (a), which default is not cured within five (5) Business Days Members of notice of such default from the Company, thenmay instead seek out bank or third party financing instead of requiring an additional Capital Contribution in the Company or may sell additional Membership Interests up to the Issuance Limit. The Members shall have thirty (30) calendar days after the Notice, to acquire the percentage of Subsequent Offered Interests proportionate to such Member’s then existing Sharing Ratio (the “Capital Contribution Deadline”). The Issuance Limit shall be automatically increased by amount of Subsequent Offered Interests purchased by the Members pursuant to the terms of this Section 4.2.1 and the Managers shall be authorized, without limitation to any other remedies that the other Equityholder required consent or the Company may have under this Agreement, any approval of the Ancillary AgreementsMembers, or applicable Law (including to amend this Agreement to evidence such increased Issuance Limit as applicable. 4.2.2 If any Member desires not to purchase the Subsequent Offered Interests it is required to purchase pursuant to Section 14.134.2.1 above (a “Non-Purchasing Member”), then, at it shall notify the other Members (the “Purchasing Members”) and all Purchasing Members shall then have the option for ten (10) days to purchase (i) their Pro Rata Portion of the nonSubsequent Offered Interest and (ii) such additional portion of the Non-defaulting EquityholderPurchasing Member’s Subsequent Offered Interest designated by the Purchasing Members. Any two or more Purchasing Members may agree among themselves to reallocate the portions of the Non-Purchasing Member’s Subsequent Offered Interest to be purchased by them from their respective Pro Rata Portions. In the event none of the Purchasing Members desire to purchase the Non-Purchasing Member’s Subsequent Offered Interest, or any portion thereof, the Non-Purchasing Member is required to purchase the Subsequent Offered Interest applicable to it (or such defaulting Equityholder shall be deemed remaining portion not purchased by the Purchasing Members) pursuant to have forfeited its Equity Interests and as set forth in Section 4.2.1 above. 4.2.3 A Member may not make a subsequent contribution of capital to the Company in full and, without except upon the taking of any action on the part of any Person, be deemed to have withdrawn from the Company, such withdrawal to be effective as consent of the otherwise applicable Subsequent Closing Date, Managers. Any additional contribution to the Company made by a Member without obtaining the consent of the Managers constitutes a loan from and after which date such Equityholder shall not be deemed an Equityholder, Member to the Company and shall not be entitled to any considered a capital contribution. Such loan shall have such terms and conditions as set forth in Section 4.6 of the rights or benefits of an Equityholder pursuant to this Agreement or the Company Organizational DocumentsAgreement.

Subsequent Contributions. (a) From and after Without creating any rights in favor of any third party, each Member may be asked by the Initial Closing DateManagers to contribute to the Company in cash, upon on or before a date approved by the good faith reasonable de- termination Managers (the "Contribution Date"),that Member's share (as determined by the Member's Ownership Interest, without regard to any Current Year Section 5.8 Adjustments) of all monies that, in the judgment of the Board that additional capital is Managers, are necessary or appropriate for to enable the development Company to cause the business of the Company and the Business as contemplated by this Agreement and the Ancillary Agreements, (1) the Board may deliver a notice to each of IMC and ▇▇▇▇▇▇ (each, a “Subsequent Contribution Notice”), setting forth the amount of additional capital so determined to be necessary or appropriate properly operated and maintained and to discharge its costs, expenses, obligations and liabilities. The Managers shall notify each Member (each such amount, a “Subsequent Contribution” and collectively with "Capital Call") of the Initial Contributions, need for Capital Contributions pursuant to this Section 5.2 when appropriate. This notice must include a statement in reasonable detail of the “Contributions”) and (2) each current financial condition of IMC and ▇▇▇▇▇▇ shall, in consideration for the Initial Equity Issuances to IMC and ▇▇▇▇▇▇, respectively, deliver to the Company at the Subsequent Closing, in cash by wire transfer of immediately available funds to an account designated by the Company, its pro rata (in proportion to its respective Equity Interests in the Companyreasons) portion for the Capital Call and the proposed uses of the applicable Subsequent Capital Contributions. To the extent a Member (a "Non-Contributing Member") cannot or elects not to contribute Capital Contributions requested pursuant to this Section 5.2, the Managers shall notify the other Member(s) (the "Contributing Member(s)") of such fact and shall request that additional Capital Contributions be made by one or more of the Contributing Member(s) in an amount equal to the amount originally requested of the Non-Contributing Member, and a Contributing Member may make an additional Capital Contribution (respectively, for the applicable Subsequent a "Shortfall Contribution, the “IMC Subsequent Contribution Amount” and “▇▇▇▇▇▇ Subsequent Contribution Amount”). Notwithstanding anything to the contrary contained herein, IMC shall not be required to make more than CAD 19,250,000 in Contribu- tions, in the aggregate, and ▇▇▇▇▇▇ shall not be required to make more than CAD 15,750,000 in Contributions, in the aggregate") of a portion or all of such amount. (b) Subject to the proviso in Section 2.04(b5.2(c), if at any time either IMC to the extent a Non-Contributing Member cannot or ▇▇▇▇▇▇ elects not to make Capital Contributions requested pursuant to this Section 5.2, the Non-Contributing Member's Ownership Interest will be decreased proportionately (with respect and the Contributing Member's Ownership Interest increased proportionately) so that Ownership Interests are proportionate to ▇▇▇▇▇▇the FMV Capital Accounts after the Capital Contributions. Subject to Section 5.2(c), if the Leakage Solution has been achieved, only to the extent that any Contributing Member(s) makes a Shortfall Contribution, such Contributing Member's(s') Ownership Interests) will be increased proportionately (and the Sangdong Non-contributing Member's Ownership Interest decreased proportionately) so that Ownership Interests are proportionate to ▇▇▇▇▇▇ Payments are accessible to ▇▇▇▇▇▇ through the TaeguTec to JV Loan FMV Capital Accounts after the Capital Contributions. The proportionate increase and JV to Sangdong Loan as contemplated by decrease in Ownership Interest under this Section 2.045.2(b) defaults will be made in accordance with Section. (c) The proportionate increases and decreases in Ownership Interests required under its obligations under subsection Section 5.2(b) will not occur until the date (a), which default the "Adjustment Date") that is not cured within five ninety (590) Business Days of notice of such default days from the CompanyContribution Date. During this 90-day period, thenthe Non-Contributing Member will have the right to make a Capital Contribution equal to the amount originally requested of the Non-Contributing Member. If the Non-Contributing Member makes such a Capital Contribution, without limitation (i) the Ownership Interests will not be adjusted as a result of the Capital Call related to any other remedies that the other Equityholder or such Contribution Date and (ii) the Company may have under this Agreement, any of will distribute to the Ancillary Agreements, or applicable Law Contributing Member(s) that made Shortfall Contributions (including pursuant if any) an amount equal to Section 14.13), then, at the option of the non-defaulting Equityholder, Shortfall Contribution such defaulting Equityholder shall be deemed to have forfeited its Equity Interests in the Company in full and, without the taking of any action on the part of any Person, be deemed to have withdrawn from the Company, such withdrawal to be effective as of the otherwise applicable Subsequent Closing Date, from and after which date such Equityholder shall not be deemed an Equityholder, and shall not be entitled to any of the rights or benefits of an Equityholder pursuant to this Agreement or the Company Organizational DocumentsContributing Member made.