Contribution Option Clause Samples

Contribution Option. As defined in Section 4.2(a). Deadlock. As defined in Section 9.7.1.

Contribution Option. If one or more of the Non-Failing Partners elect the Contribution Option, the Percentage Interests of the Partners (as previously adjusted under this Agreement, if applicable) shall be adjusted as follows: (a) The Percentage Interest of the Failing Partner shall be reduced by an amount equal to the product of (i) 200% multiplied by (ii) the ratio of (x) the Unfunded Amount contributed by the Non-Failing Partner(s), to (y) the sum of all Capital Contributions previously made to the Partnership by all Partners, including Additional Contribution Amounts advanced by the Non-Failing Partner(s) on its own behalf and on behalf of the Failing Partner; and (b) The Percentage Interest of the Non-Failing Partner(s) shall be increased by the decrease in the Failing Partner’s Percentage Interest (and if there is more than one Non-Failing Partner, such increase will be allocated among the Non-Failing Partners, pro rata based on the portion of the Unfunded Amount contributed by each of them under the Contribution Option).

Contribution Option. At any time during the term of this Agreement, VBH shall have the option (the “Contribution Option”) to require Contributor(s) to contribute to VBH 100% of Contributor(s)’s membership interests of Owner (the “Contributor(s) Ownership”) by giving written notice to Contributor(s) that VBH desires to exercise the Contribution Option. Within thirty (30) days of VBH receiving notice that VBH has exercised the Contribution Option, Contributor(s) shall convey the Contributor(s) Ownership to VBH (as applicable, the “Contribution”). In exchange for the Contribution, VBH will issue to Contributor(s) Class A Units (as defined in the Limited Liability Company Agreement of VBH, dated December 9, 2020 (the “LLC Agreement”)) of VBH, in an amount determined as set forth below in this Section 2. Notwithstanding the foregoing, if mutually acceptable to VBH and Contributor(s), VBH may return capital invested by Contributor(s) in lieu of issuing all or any portion of the Class A Units of VBH. The number of Class A Units issuable to Contributor(s) under this Section 2 will be determined in accordance with the following equation: X = A * (B - C - D) / E Where:

Contribution Option. For three (3) years from the date of this Agreement, Hawaiian Member shall have the option to contribute an additional Fifty Million Dollars ($50,000,000) ("Option Amount") in immediately available funds in exchange for 5,680,000 additional Units in the Company (the "Contribution Option"), subject to adjustment for additional capital calls, non-prorata distributions, and reorganization events.

Contribution Option. If a Non-Failing Member elects the Contribution Option, the Percentage Interests of the Members shall be adjusted as follows: (a) The Percentage Interest of the Failing Member shall be reduced by an amount equal to the product of (i) the Dilution Factor (as defined below) multiplied by (ii) the ratio of (x) the Additional Contribution Amount required of the Failing Member and contributed by the Non-Failing Member, to (y) the sum of all Capital Contributions previously made to the Company by all Members, including Additional Contribution Amounts advanced by the Non-Failing Member on its own behalf and on behalf of the Failing Member; and (b) The Percentage Interest of the Non-Failing Member shall be increased by the decrease in a Failing Member's Percentage Interest.