Common use of Budget and Business Plan Clause in Contracts

Budget and Business Plan. The Company shall (a) deliver to each Common Holder holding in excess of ten percent (10%) of the Common Membership Interests a draft of the annual budget and business plan and the corresponding three-year or longer-term business plan of the Company (which, for purposes of this Section 4.7 shall include GMACI Holdings LLC and its Subsidiaries), as submitted by the senior executive officers of the Company for delivery to such Common Holders, not less than fifty calendar days prior to the beginning of the initial Fiscal Year to which such budget and business plan relate; provided that only summary information consistent with the type provided in the monthly forecast described in Section 4.5(a)(i) is due within such fifty-day period (it being understood that such report shall include pre-tax income, after-tax income and converting entity and non-converting entity income and preferred distributions), and the remaining details as described in the last sentence of this Section 4.7 is due not less than thirty days prior to the beginning of the initial Fiscal Year to which such budget and business plan relate; and (b) provide access to the Majority Initial Class A Holders, the Majority Initial Class B Holders and their respective Affiliates so that they may independently discuss such budget and business plan with the senior executive officers of the Company prior to submitting the budget and business plan to the Board of Managers for approval. Upon the request of any Common Holder holding in excess of ten percent (10%) of the Common Membership Interests, the Company shall provide to the requesting Common Holder an update of the information provided under Section 4.7(a) above within a reasonable period of time after receiving such request. The Company shall deliver to each Common Holder holding in excess of ten percent (10%) of the Common Membership Interests a copy of the final budget and business plan approved by the Board of Managers not more than ten calendar days after such approval, which approval shall occur prior to the beginning of the initial Fiscal Year to which such budget and business plan relate. Each such budget shall include a projected GAAP income statement, dividends and balance sheet for the entire Fiscal Year and net income on a monthly basis for the ensuing Fiscal Year and on an annual basis for any subsequent Fiscal Years, together with underlying assumptions and a brief qualitative description of the Company’s business plan by the Chief Executive Officer or the Chief Financial Officer in support of such budget.

Budget and Business Plan. 6.7.1 The annual budget of the Company (the “Budget”) shall (a) deliver be proposed by the officers of the Company pursuant to each Common Holder holding Section 6.7.3 below and such Budget and any material deviation therefrom shall be subject to approval by a Majority in excess of Interest; provided, however, that until such time as a new Budget is so approved, the Budget effective for the immediately preceding year plus an additional ten percent (10%) of the Common Membership Interests a draft of the annual budget and business plan and the corresponding three-year or longer-term (but without any other material deviation therefrom) shall continue to apply. 6.7.2 The business plan of the Company (whichthe “Business Plan”) and any material deviation therefrom shall be determined and approved by the Board of Managers, provided, however, that any portion of an Business Plan shall require the approval of a Supermajority in Interest to the extent such portion of the Business Plan proposes that the Company pursue any business or opportunity that is unrelated to the Business Purpose. 6.7.3 The Members shall continue their joint efforts to develop and finalize (a) the initial Business Plan (which shall set forth the Company’s Business Plan for purposes the first three years following the commencement of the Company), and (b) the initial Budget (which shall set forth the Company’s Budget with respect to the first fiscal year following the commencement of the Company). Within sixty (60) days after the date of this Section 4.7 Agreement and in conjunction with the collaborative process above, Verizon shall include GMACI Holdings LLC prepare and deliver to Redbox a proposed initial Business Plan and initial Budget for the Company. Within ten (10) days after receipt Redbox shall provide Verizon with its Subsidiaries)comments on a line-by-line basis to such initial Budget and initial Business Plan. Thereafter Redbox and Verizon shall meet and reasonably work together in an effort to mutually resolve any disagreement with respect to either the initial Budget or the initial Business Plan, as submitted by provided however that effective no later than one hundred twenty (120) days after the senior executive officers commencement of the Company for delivery to the final initial Budget and initial Business Plan shall be determined and approved by a Majority in Interest. In no case shall the initial Business Plan contemplate Capital Contributions by the Members in excess of the Mandatory Capital Contributions Cap, unless such Common Holders, not less than fifty calendar excess amount is approved by both Redbox and Verizon. 6.7.4 At least sixty (60) days prior to the beginning end of the initial Fiscal Year to which such budget and business plan relate; provided that only summary information consistent with the type provided in the monthly forecast described in Section 4.5(a)(i) is due within such fifty-day period (it being understood that such report shall include pre-tax income, after-tax income and converting entity and non-converting entity income and preferred distributions), and the remaining details as described in the last sentence of this Section 4.7 is due not less than thirty days prior to the beginning of the initial Fiscal Year to which such budget and business plan relate; and (b) provide access to the Majority Initial Class A Holders, the Majority Initial Class B Holders and their respective Affiliates so that they may independently discuss such budget and business plan with the senior executive officers each fiscal year of the Company prior to submitting thereafter, or such other date as the budget Board of Managers shall direct in writing, the authorized officer of the Company, in consultation with the Board of Managers, shall prepare and business plan submit to the Board of Managers a proposed Budget for approvalthe Company for the following fiscal year along with a revised Business Plan for the following three (3) fiscal years. Upon The Board of Managers shall approve or modify on a line-by-line basis the request of any Common Holder holding in excess of ten percent (10%) of the Common Membership Interestsproposed Budget and Business Plan. Alternatively, the Company shall provide Board of Managers may return the proposed Budget or Business Plan to the requesting Common Holder an update applicable officer for revision in accordance with the guidelines specified by the Board of Managers within fifteen (15) days. Thereafter, such officer shall submit a revised proposed Budget and Business Plan within fifteen (15) days, and the information provided under Section 4.7(aBoard of Managers shall approve or modify on a line-by-line basis the revised Budget and Managers within fifteen (15) above within a reasonable days or such other period of time after receiving such requestas the Board of Managers may specify. The Company shall deliver to each Common Holder holding in excess of ten percent (10%) of Once the Common Membership Interests a copy of the final budget proposed Budget and business plan Business Plan are approved by the Board of Managers not more than ten calendar days after such approvalManagers, which approval it shall occur prior be submitted to the beginning Members for approval as provided in Section 6.7.1 above. 6.7.5 Each proposed Budget and Business Plan shall set forth in reasonable detail, as the Board of Managers shall specify, the initial Fiscal Year to which such budget projected items of cost and business plan relateexpense of operating the Company during the relevant period, including capital expenditures (including separate fixed and variable components), out-of-pocket expenses, as well as the projected revenues, by source. Each such budget All information in each Budget shall include a projected GAAP income statement, dividends and balance sheet for the entire Fiscal Year and net income be detailed on a monthly basis for and all information in the ensuing Fiscal Year and Business Plan shall be provided on an annual basis for any subsequent Fiscal Yearsbasis. Each Budget and Business Plan shall be generally consistent in terms of form, together scope and level of detail with underlying assumptions the initial Budget and Business Plan prepared and approved as set forth in Section 6.7.3. 6.7.6 Subject to the requirements of this Section 6.7, the Business Plan may be amended each year, as approved by a brief qualitative description Majority in Interest, as part of the Company’s business plan by the Chief Executive Officer or the Chief Financial Officer in support of such budgetannual Business Plan review and Budget approval process.

Budget and Business Plan. The Company shall (a) deliver to each Common Holder holding in excess of ten percent (10%) of the Common Membership Interests a draft of the annual budget and business plan and the corresponding three-year or longer-term business plan of the Company (which, for purposes of this Section 4.7 shall include GMACI Holdings LLC and its Subsidiaries)Company, as submitted by the senior executive officers of the Company for delivery to such Common Holders, not less than fifty calendar days prior to the beginning of the initial Fiscal Year to which such budget and business plan relate; provided that only summary information consistent with the type provided in the monthly forecast described in Section 4.5(a)(i) is due within such fifty-day period (it being understood that such report shall include pre-tax income, after-tax income and converting entity and non-converting entity income and preferred distributions), and the remaining details as described in the last sentence of this Section 4.7 is due not less than thirty days prior to the beginning of the initial Fiscal Year to which such budget and business plan relate; and (b) provide access to the Majority Initial Class A Holders, the Majority Initial Class B Holders and their respective Affiliates so that they may independently discuss such budget and business plan with the senior executive officers of the Company prior to submitting the budget and business plan to the Board of Managers for approval. Upon the request of any Common Holder holding in excess of ten percent (10%) of the Common Membership Interests, the Company shall provide to the requesting Common Holder an update of the information provided under Section 4.7(a) above within a reasonable period of time after receiving such request. The Company shall deliver to each Common Holder holding in excess of ten percent (10%) of the Common Membership Interests a copy of the final budget and business plan approved by the Board of Managers not more than ten calendar days after such approval, which approval shall occur prior to the beginning of the initial Fiscal Year to which such budget and business plan relate. Each such budget shall include a projected GAAP income statement, dividends and balance sheet for the entire Fiscal Year and net income on a monthly basis for the ensuing Fiscal Year and on an annual basis for any subsequent Fiscal Years, together with underlying assumptions and a brief qualitative description of the Company’s business plan by the Chief Executive Officer or the Chief Financial Officer in support of such budget.