Optional Capital Contributions. The Management Committee may reasonably determine in good faith from time to time, that additional Capital Contributions from the Members (each, an "OPTIONAL CAPITAL CONTRIBUTION") are necessary or appropriate for the conduct of the Company's business, including without limitation, expansion or diversification thereof. Upon the Management Committee making such a determination, the Company shall provide written notice of such request for additional Capital Contributions (a "CAPITAL CALL") to each Member not less than thirty (30) days prior to the date such Optional Capital Contributions are due (the "CAPITAL CALL DUE DATE"). Such notice shall set forth the aggregate amount of the Capital Call, the purposes for which such Capital Contributions will be used and the date on which Optional Capital Contributions are due. No Member shall be obligated to make any such Capital Contributions. However, each Member shall have the opportunity, but not the obligation, to participate in a Capital Call on a pro rata basis in accordance with its Percentage Interest by making an Optional Capital Contribution. In addition, a Member may elect to make its Optional Capital Contribution conditional (a "CONDITIONAL CAPITAL CONTRIBUTION") upon the other Members making their respective Optional Capital Contributions, in which event such Conditional Capital Contribution shall be deemed made, if at all, only at such time as the other Members make their respective Optional Capital Contributions. If a Member elects to make a Conditional Capital Contribution and the other Members decline or fail to make their respective Optional Capital Contributions, then the Company shall immediately return the Conditional Capital Contribution to the Member making such Conditional Capital Contribution and such Conditional Capital Contribution shall be deemed never to have been made. Immediately following any Optional Capital Contribution by a Member, the Percentage Interests shall be adjusted to reflect the new relative proportions of the Capital Accounts of the Members. Each of Lifford and PEGI will have the right, by written notice to the General Manager and the other Members at least five (5) business days prior to the Capital Call Due Date, to fund its Optional Capital Contributions through retention by the Company of the fees payable under the Related Documents then accrued, to the extent sufficient to cover such requirements, subject to the timely review and approval of the other Members of the ...
Optional Capital Contributions. In addition to Requested CapEx Contributions, the Board, with the Requisite Member Approval, may request a Capital Contribution from the Members (an “Optional Capital Call”) and the Eligible Members shall be entitled, but shall not be required, to make a Capital Contribution (an “Optional Capital Contribution”) in exchange for Membership Interests or options or other rights to acquire Membership Interests, whether through exchange, conversion or otherwise (collectively, the “New Securities”) pursuant to, and in accordance with, the terms and conditions set forth in Section 7.7.
Optional Capital Contributions. If additional funds are required by the Partnership after the Transaction Effective Date for any Partnership purpose, the General Partner may elect to call for optional Capital Contributions to be funded by Oly Hightop Holding, L.P., a Delaware limited partnership, or its designee (in each case, an "Optional Capital Contribution"). Notwithstanding anything to the contrary in this Agreement, the funding of any Optional Capital Contribution shall not cause an adjustment of the Gross Asset Values of the Partnership assets until after the first to occur of (i) the date that is three years after the Transaction Effective Time or (ii) the aggregate amount of Optional Capital Contributions made pursuant to this Section 3.6 exceeds $225,000,000 (the first to occur of the events in clauses (i) and (ii) referred to as an "Adjustment Event"). Oly Hightop Holding, L.P. or its designee will have 15 Business Days after written notice from the General Partner to elect to fund an Optional Capital Contribution. In exchange for any Optional Capital Contributions, the General Partner may issue Common Limited Partner Interests or any other class or series of Partnership Interests pursuant to Section 7.2.
Optional Capital Contributions. In response to a call for optional capital contributions, each Partner shall have the right, but not the obligation, to make optional capital contributions of cash to the Partnership (hereinafter "Optional Capital Contributions").
Optional Capital Contributions. If the General Partner determines that additional Capital Contributions are necessary, the General Partner may elect to make or not make all or part of the additional Capital Contributions. If the General Partner elects not to make all or part of the additional Capital Contributions, the General Partner will provide notice of such election to the Limited Partner setting forth the amount of the recommended Capital Contribution, the proposed use of the Capital Contribution and the amount of the additional Capital Contribution not made by the General Partner. The Limited Partner is permitted, but not required, to make an additional Capital Contribution in the amount set forth in such notice. Each Capital Contribution made hereunder will be credited to the appropriate capital account of the contributing Partner as determined in the reasonable discretion of the General Partner.
Optional Capital Contributions. Subject to the provisions in Section 4.2(b) to the contrary, at all times after the GP Interest Closing Date, upon the unanimous approval of the Partners that additional funds are necessary to meet the working capital or capital expenditure requirements of the Partnership, or any other reasonable business needs of the Partnership, the Partners shall, from time to time, make additional Capital Contributions on the terms and subject to the conditions as agreed to from time to time.
Optional Capital Contributions. RSP Holdings will have the option, exercisable at any time upon 30 days advance notice to the other Members, to increase its Percentage Interest by making capital contributions in accordance with this section; provided that (a) RSP Holdings may not exercise its option under this Section 5.3 at any time after UAG Holdings exercises its call option under Section 8.6, and (b) in no event may RSP Holdings increase its Percentage Interest above 50% without the prior written consent of all the other Members. RSP Holdings may make optional capital contributions under this section in increments of $10,000, and its Percentage Interest will be increased by an amount equal to (x) the amount of such capital contribution, divided by (y) the sum of the then-applicable Formula Price and the amount of such capital contribution.
Optional Capital Contributions. Section 3.4. Reduced Capital Contributions of a Partner.........
Optional Capital Contributions. (a) Subject to this Section 3.3 and the other terms and provisions hereof, the General Partner may request that the Limited Partner agree to make additional Capital Contributions to be used exclusively for the payment of its allocated share (pursuant to Section 4.1) of (i) the Capital Costs of any Optional Development Operation, (ii) the Acquisition Costs of any Acquisition or (iii) Cost Overruns.
(b) Requests to agree to make additional Capital Contributions pursuant to this Section 3.3 shall be made by the General Partner and agreed to by the Limited Partner separately with respect to each Optional Development Operation, Acquisition or Cost Overrun. Requests pursuant to this Section 3.3 shall not be made more often than quarterly each year unless approved by the Limited Partner (i) except for requests to make Capital Contributions to pay Acquisition Costs of any Acquisition or to pay Cost Overruns, (ii) except in the event the request is attributable to a proposal from an unrelated third party, or (iii) unless an emergency or some other urgent need for funds exists outside of the reasonable control of the General Partner. Payments of any additional Capital Contributions agreed to be made by the Limited Partner pursuant to this Section 3.3 shall be requested by the General Partner and made by the Limited Partner in the manner provided for in Section 3.5(d).
(c) Notice of any request to agree to make additional Capital Contributions made by the General Partner shall be in writing and sent to the Limited Partner at its address as provided in Section 12.1 or made on the online reporting system selected by the Limited Partner to the extent operational. With respect to the any Optional Development Operation, each request shall cover all of the Capital Costs estimated to be incurred in connection therewith (and with respect to any Partnership well or Enhanced Recovery Operation or facility, the costs estimated to be incurred in connection with such well or operation or facility). It is understood that any estimate of the Capital Costs of an Optional Development Operation may include such contingent amounts as the General Partner in good faith shall determine to be appropriate under the circumstances but not to exceed 25% of the authority for expenditure submitted with respect to such Optional Development Operation. With respect to any Acquisition, each request to make additional Capital Contributions in connection therewith shall contain the information specifi...
Optional Capital Contributions. If at any time the Managing Member (with the approval of Supermajority Consent) reasonably determines that the Company is in need of additional capital for reasons other than those contemplated by Section 4.1(b), then the Company may deliver a Call Notice to the Members in accordance with Section 4.1(d)(iii) requesting the Members make additional Capital Contributions to fund such capital needs (an “Optional Contribution”). Upon receipt of any Call Notice for an Optional Contribution, each Member may, but shall not be obligated to, make additional Capital Contributions called for by such Call Notice for such Optional Contribution in proportion to its Percentage Interest relative to the Percentage Interests of all Members, which shall be funded as and when required by such Call Notice. If any Member does not fund the full amount of any Optional Contribution when due, then the Managing Member may cause the Company to issue Additional Units to other Members or to third Persons without complying with Section 3.4 in order to permit the Company to raise sufficient funds to satisfy such Optional Contribution.
