Additional Capital Contributions; Preemptive Right. (a) If the Management Board determines that additional funding for the Company is required, the Company shall first use commercially reasonable efforts to obtain third party debt financing. In the event that the Company cannot obtain all of the additional funding through such debt financing, the Management Board, acting by unanimous consent, may require the Members to make additional Capital Contributions as set forth in Section 2.8(b) below.
(b) After giving effect to the requirements set forth in Section 2.8(a), the Management Board, acting by unanimous consent, may require the Members to make additional Capital Contributions in proportion to their Percentage Interests, in one or more installments (each such contribution, an “Additional Capital Contribution”), by providing written notice (a “Capital Call Notice”) to the Members. A Capital Call Notice delivered hereunder shall set forth: (i) the aggregate amount of the required Additional Capital Contribution; (ii) the amount of each Member’s respective Additional Capital Contribution; (iii) the date on which such Additional Capital Contribution is due (the “Call Due Date”), which Call Due Date shall be no earlier than fifteen (15) days from the date of the Capital Call Notice; and (iv) in reasonable detail, the purpose and proposed uses for such Additional Capital Contribution. If a Member fails to fully pay any required Additional Capital Contribution on or before the Call Due Date, the Percentage Interests of all of the Members shall be adjusted such that each Member’s Percentage Interests shall thereafter equal the proportion that the sum of its aggregate Capital Contributions bears to the aggregate Capital Contributions of all of the Members. If a Member holds both Class A Interests and Class B Interests, such adjustment shall be made proportionately across the Class A Interests and Class B Interests. In the event that the Company cannot obtain all of the additional funding through debt financing and/or Additional Capital Contributions, the Members may then elect to offer New Equity Interests to third parties as set forth in Section 2.8(c) below.
(c) Each Member shall have a preemptive right (but not the obligation) to purchase its Pro Rata Share of any New Equity Interests that the Company may, from time to time, propose to sell and issue. For purposes of this right, a “Pro Rata Share” is the portion of the New Equity Interests obtained by multiplying the total number of New Equity Interests propose...
Additional Capital Contributions; Preemptive Right. Arch Member may contribute to the Company from time to time cash or other property, provided that:
(a) any Capital Contribution made pursuant to this Section 2.3 shall be subject to the terms and provisions of an Additional Contribution Agreement;
(b) in the event of any Additional Capital Contribution by Arch Member or any other Person, ARCO Member shall have the preemptive right and option to subscribe for and contribute, in cash or property (including conversion of all or part of its Preferred Capital Amount for value based on the principal amount thereof and any accrued but unpaid Preferred Return), all or such portion of the contemplated Additional Capital Contribution as ARCO Member desires and as is necessary to maintain ARCO Member's Common Percentage Interest in the Company; and
(c) to the extent ARCO Member shall not agree with the Gross Asset Values proposed by the Managing Member in connection with any Additional Contribution Agreement involving non-cash contributions, ARCO Member shall be entitled by notice to invoke the appraisal procedures in Section 7.6 for determination of such Gross Asset Values.
Additional Capital Contributions; Preemptive Right. Arch Member may contribute to the Company from time to time cash or other property, PROVIDED that:
