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 offset amount. 3.3.1 If a Member (a "NON-CONTRIBUTING MEMBER") does not make an Optional Capital Contribution equal to its pro rata share of the Capital Call by the Capital Call Due Date, the Company shall notify each Member that made an Optional Capital Contribution equal to its pro rata share of such Capital Call (each, a "FULLY-PARTICIPATING MEMBER") that such Fully-Participating Member may, within the fourteen (14) day period from the date of such notice, increase its Optional Capital Contribution to the Company to cover amounts that the Non-Contributing Member declined to contribute on a pro rata basis, in which case the Percentage Interests of the Members shall be adjusted to reflect the new relative proportions of the Capital Accounts of the Members.
Appears in 1 contract
Samples: Operating Agreement (Claxson Interactive Group Inc)
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"“Optional Capital Contribution”) are necessary or appropriate for the conduct of the Company's ’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"“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"“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"“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 offset amount.
3.3.1 If a Member (a "NON“Non-CONTRIBUTING MEMBER"Contributing Member”) does not make an Optional Capital Contribution equal to its pro rata share of the Capital Call by the Capital Call Due Date, the Company shall notify each Member that made an Optional Capital Contribution equal to its pro rata share of such Capital Call (each, a "FULLY“Fully-PARTICIPATING MEMBER"Participating Member”) that such Fully-Participating Member may, within the fourteen (14) day period from the date of such notice, increase its Optional Capital Contribution to the Company to cover amounts that the Non-Contributing Member declined to contribute on a pro rata basis, in which case the Percentage Interests of the Members shall be adjusted to reflect the new relative proportions of the Capital Accounts of the Members.
3.3.2 Until the full payment or acceleration of all Obligations (as defined in the Playboy Lifestyle Note) under the Playboy Lifestyle Note, the Members of the Company (other than Lifford or its Affiliates who are then Members of the Company) shall have the option to make an additional Capital Contribution in an amount equal to the number obtained by multiplying the aggregate amount of such Members’ Percentage Interest by the quotient obtained by dividing the sum of the outstanding amount of principal and interest then outstanding under the Playboy Lifestyle Note by Lifford’s (or its Affiliates who are then Members of the Company) Percentage Interest (the “Playboy Lifestyle Capital Contribution”). This option may only be exercised if all of the Members of the Company (other than Lifford or its Affiliates who are then Members of the Company) agree to make the Playboy Lifestyle Capital Contribution. If this option is exercised (i) the Company shall immediately contribute the amount of the Playboy Lifestyle Capital Contribution to the Playboy Lifestyle Companies and (ii) Lifford (or its Affiliates who are then Members of the Company) shall be deemed to have made a Playboy Lifestyle Capital Contribution in the amount of principal and interest outstanding under the Playboy Lifestyle Note and the loan evidenced by the Playboy Lifestyle Note shall be capitalized and converted into Membership Interests which for the avoidance of doubt shall result in no change in the respective Member’s Percentage Interest. For purposes of illustration only, if $81.00 in principal and simple interest is owed under the Playboy Lifestyle Note and Lifford’s Percentage Interest is 81% and PEGI’s Percentage Interest is 19% and the Members agree to make the Playboy Lifestyle Capital Contribution, then PEGI will be required to make a Capital Contribution of $19.00 to the Company and in exchange for the capitalization of the Playboy Lifestyle Note, Lifford will be deemed to have made a Capital Contribution of $81.00 through the surrender and capitalization of the loan under the Playboy Lifestyle Note for the same amount and as a result, no change in the respective Member’s Percentage interest will occur. ( i.e., .19 x ($81/.81) = $19). For clarification purposes, pursuant to Section 8 of the Playboy Lifestyle Note, upon the exercise of the option to make the Playboy Lifestyle Capital Contribution, the total amount of interest accrued under the Playboy Lifestyle Note, whether paid or unpaid, shall be recalculated as simple interest, without compounding.
Appears in 1 contract
Samples: Operating Agreement (Claxson Interactive Group Inc)
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 CONTRIBUTIONOptional 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 CALLCapital Call") to each Member not less than thirty (30) days prior to the date such Optional Capital Contributions are due (the "CAPITAL CALL DUE DATECapital 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 CONTRIBUTIONConditional 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 offset amount.
3.3.1 If a Member (a "NONNon-CONTRIBUTING MEMBERContributing Member") does not make an Optional Capital Contribution equal to its pro rata share of the Capital Call by the Capital Call Due Date, the Company shall notify each Member that made an Optional Capital Contribution equal to its pro rata share of such Capital Call (each, a "FULLYFully-PARTICIPATING MEMBERParticipating Member") that such Fully-Participating Member may, within the fourteen (14) day period from the date of such notice, increase its Optional Capital Contribution to the Company to cover amounts that the Non-Contributing Member declined to contribute on a pro rata basis, in which case the Percentage Interests of the Members shall be adjusted to reflect the new relative proportions of the Capital Accounts of the Members.
3.3.2 Until the full payment or acceleration of all Obligations (as defined in the Playboy Lifestyle Note) under the Playboy Lifestyle Note, the Members of the Company (other than Lifford or its Affiliates who are then Members of the Company) shall have the option to make an additional Capital Contribution in an amount equal to the number obtained by multiplying the aggregate amount of such Members' Percentage Interest by the quotient obtained by dividing the sum of the outstanding amount of principal and interest then outstanding under the Playboy Lifestyle Note by Lifford's (or its Affiliates who are then Members of the Company) Percentage Interest (the "Playboy Lifestyle Capital Contribution"). This option may only be exercised if all of the Members of the Company (other than Lifford or its Affiliates who are then Members of the Company) agree to make the Playboy Lifestyle Capital Contribution. If this option is exercised (i) the Company shall immediately contribute the amount of the Playboy Lifestyle Capital Contribution to the Playboy Lifestyle Companies and (ii) Lifford (or its Affiliates who are then Members of the Company) shall be deemed to have made a Playboy Lifestyle Capital Contribution in the amount of principal and interest outstanding under the Playboy Lifestyle Note and the loan evidenced by the Playboy Lifestyle Note shall be capitalized and converted into Membership Interests which for the avoidance of doubt shall result in no change in the respective Member's Percentage Interest. For purposes of illustration only, if $81.00 in principal and simple interest is owed under the Playboy Lifestyle Note and Lifford's Percentage Interest is 81% and PEGI's Percentage Interest is 19% and the Members agree to make the Playboy Lifestyle Capital Contribution, then PEGI will be required to make a Capital Contribution of $19.00 to the Company and in exchange for the capitalization of the Playboy Lifestyle Note, Lifford will be deemed to have made a Capital Contribution of $81.00 through the surrender and capitalization of the loan under the Playboy Lifestyle Note for the same amount and as a result, no change in the respective Member's Percentage interest will occur. ( i.e., .19 x ($81/.81) = $19). For clarification purposes, pursuant to Section 8 of the Playboy Lifestyle Note, upon the exercise of the option to make the Playboy Lifestyle Capital Contribution, the total amount of interest accrued under the Playboy Lifestyle Note, whether paid or unpaid, shall be recalculated as simple interest, without compounding.
Appears in 1 contract
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 CONTRIBUTIONOptional 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 CALLCapital Call") to each Member not less than thirty (30) days prior to the date such Optional Capital Contributions are due (the "CAPITAL CALL DUE DATECapital 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 CONTRIBUTIONConditional 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 offset amount.
3.3.1 If a Member (a "NONNon-CONTRIBUTING MEMBERContributing Member") does not make an Optional Capital Contribution equal to its pro rata share of the Capital Call by the Capital Call Due Date, the Company shall notify each Member that made an Optional Capital Contribution equal to its pro rata share of such Capital Call (each, a "FULLYFully-PARTICIPATING MEMBERParticipating Member") that such Fully-Participating Member may, within the fourteen (14) day period from the date of such notice, increase its Optional Capital Contribution to the Company to cover amounts that the Non-Contributing Member declined to contribute on a pro rata basis, in which case the Percentage Interests of the Members shall be adjusted to reflect the new relative proportions of the Capital Accounts of the Members.
Appears in 1 contract
