Common use of Subsequent Contributions Clause in Contracts

Subsequent Contributions. (a) Without creating any rights in favor of any third party, each Member may be asked by the Managers to contribute to the Company in cash, on or before a date approved by the Managers (the "Contribution Date"),that Member's share (as determined by the Member's Ownership Interest, without regard to any Current Year Section 5.8 Adjustments) of all monies that, in the judgment of the Managers, are necessary to enable the Company to cause the business of the Company to be properly operated and maintained and to discharge its costs, expenses, obligations and liabilities. The Managers shall notify each Member (a "Capital Call") of the need for Capital Contributions pursuant to this Section 5.2 when appropriate. This notice must include a statement in reasonable detail of the current financial condition of the Company, the reasons) for the Capital Call and the proposed uses of the Capital Contributions. To the extent a Member (a "Non-Contributing Member") cannot or elects not to contribute Capital Contributions requested pursuant to this Section 5.2, the Managers shall notify the other Member(s) (the "Contributing Member(s)") of such fact and shall request that additional Capital Contributions be made by one or more of the Contributing Member(s) in an amount equal to the amount originally requested of the Non-Contributing Member, and a Contributing Member may make an additional Capital Contribution (a "Shortfall Contribution") of a portion or all of such amount. (b) Subject to Section 5.2(c), to the extent a Non-Contributing Member cannot or elects not to make Capital Contributions requested pursuant to this Section 5.2, the Non-Contributing Member's Ownership Interest will be decreased proportionately (and the Contributing Member's Ownership Interest increased proportionately) so that Ownership Interests are proportionate to the FMV Capital Accounts after the Capital Contributions. Subject to Section 5.2(c), to the extent that any Contributing Member(s) makes a Shortfall Contribution, such Contributing Member's(s') Ownership Interests) will be increased proportionately (and the Non-contributing Member's Ownership Interest decreased proportionately) so that Ownership Interests are proportionate to the FMV Capital Accounts after the Capital Contributions. The proportionate increase and decrease in Ownership Interest under this Section 5.2(b) will be made in accordance with Section. (c) The proportionate increases and decreases in Ownership Interests required under Section 5.2(b) will not occur until the date (the "Adjustment Date") that is ninety (90) days from the Contribution Date. During this 90-day period, the Non-Contributing Member will have the right to make a Capital Contribution equal to the amount originally requested of the Non-Contributing Member. If the Non-Contributing Member makes such a Capital Contribution, (i) the Ownership Interests will not be adjusted as a result of the Capital Call related to such Contribution Date and (ii) the Company will distribute to the Contributing Member(s) that made Shortfall Contributions (if any) an amount equal to the Shortfall Contribution such Contributing Member made.

Subsequent Contributions. (a) Without creating any rights From and after the Initial Closing Date, upon the good faith reasonable de- termination of the Board that additional capital is necessary or appropriate for the development of the Company and the Business as contemplated by this Agreement and the Ancillary Agreements, (1) the Board may deliver a notice to each of IMC and ▇▇▇▇▇▇ (each, a “Subsequent Contribution Notice”), setting forth the amount of additional capital so determined to be necessary or appropriate (each such amount, a “Subsequent Contribution” and collectively with the Initial Contributions, the “Contributions”) and (2) each of IMC and ▇▇▇▇▇▇ shall, in favor of any third partyconsideration for the Initial Equity Issuances to IMC and ▇▇▇▇▇▇, each Member may be asked by the Managers to contribute respectively, deliver to the Company at the Subsequent Closing, in cash, on or before a date approved cash by wire transfer of immediately available funds to an account designated by the Managers Company, its pro rata (in proportion to its respective Equity Interests in the "Company) portion of the applicable Subsequent Contribution Date"),that Member's share (as determined by respectively, for the Member's Ownership Interestapplicable Subsequent Contribution, without regard the “IMC Subsequent Contribution Amount” and “▇▇▇▇▇▇ Subsequent Contribution Amount”). Notwithstanding anything to any Current Year Section 5.8 Adjustments) of all monies thatthe contrary contained herein, IMC shall not be required to make more than CAD 19,250,000 in Contribu- tions, in the judgment of the Managers, are necessary to enable the Company to cause the business of the Company to be properly operated and maintained and to discharge its costs, expenses, obligations and liabilities. The Managers shall notify each Member (a "Capital Call") of the need for Capital Contributions pursuant to this Section 5.2 when appropriate. This notice must include a statement in reasonable detail of the current financial condition of the Company, the reasons) for the Capital Call and the proposed uses of the Capital Contributions. To the extent a Member (a "Non-Contributing Member") cannot or elects not to contribute Capital Contributions requested pursuant to this Section 5.2, the Managers shall notify the other Member(s) (the "Contributing Member(s)") of such fact and shall request that additional Capital Contributions be made by one or more of the Contributing Member(s) in an amount equal to the amount originally requested of the Non-Contributing Memberaggregate, and a Contributing Member may ▇▇▇▇▇▇ shall not be required to make an additional Capital Contribution (a "Shortfall Contribution") of a portion or all of such amountmore than CAD 15,750,000 in Contributions, in the aggregate. (b) Subject to the proviso in Section 5.2(c2.04(b), if at any time either IMC or ▇▇▇▇▇▇ (with respect to ▇▇▇▇▇▇, if the extent a Non-Contributing Member cannot or elects not to make Capital Contributions requested pursuant to this Section 5.2Leakage Solution has been achieved, the Non-Contributing Member's Ownership Interest will be decreased proportionately (and the Contributing Member's Ownership Interest increased proportionately) so that Ownership Interests are proportionate to the FMV Capital Accounts after the Capital Contributions. Subject to Section 5.2(c), only to the extent that the Sangdong to ▇▇▇▇▇▇ Payments are accessible to ▇▇▇▇▇▇ through the TaeguTec to JV Loan and JV to Sangdong Loan as contemplated by Section 2.04) defaults under its obligations under subsection (a), which default is not cured within five (5) Business Days of notice of such default from the Company, then, without limitation to any Contributing Member(s) makes a Shortfall Contributionother remedies that the other Equityholder or the Company may have under this Agreement, any of the Ancillary Agreements, or applicable Law (including pursuant to Section 14.13), then, at the option of the non-defaulting Equityholder, such Contributing Member's(s') Ownership Interests) will defaulting Equityholder shall be increased proportionately (and deemed to have forfeited its Equity Interests in the Non-contributing Member's Ownership Interest decreased proportionately) so that Ownership Interests are proportionate Company in full and, without the taking of any action on the part of any Person, be deemed to the FMV Capital Accounts after the Capital Contributions. The proportionate increase and decrease in Ownership Interest under this Section 5.2(b) will be made in accordance with Section. (c) The proportionate increases and decreases in Ownership Interests required under Section 5.2(b) will not occur until the date (the "Adjustment Date") that is ninety (90) days have withdrawn from the Contribution Date. During this 90-day periodCompany, the Non-Contributing Member will have the right such withdrawal to make a Capital Contribution equal to the amount originally requested be effective as of the Non-Contributing Member. If the Non-Contributing Member makes otherwise applicable Subsequent Closing Date, from and after which date such a Capital Contribution, (i) the Ownership Interests will Equityholder shall not be adjusted as a result deemed an Equityholder, and shall not be entitled to any of the Capital Call related rights or benefits of an Equityholder pursuant to such Contribution Date and (ii) this Agreement or the Company will distribute to the Contributing Member(s) that made Shortfall Contributions (if any) an amount equal to the Shortfall Contribution such Contributing Member madeOrganizational Documents.

Subsequent Contributions. (a) Without creating any rights in favor of any third party, each Member may be asked by 4.2.1 If the Managers reasonably anticipate or contemplate the need for additional cash investment for any reason, or the need for additional cash for operating expenses, then, in any such event, the Managers (only with a unanimous determination by all Managers) may request in writing (a “Notice”) for the Members to contribute purchase and the Company to sell to the Members additional Units in the Company in cash, on or before a date approved an aggregate Capital Contribution amount to be determined by the Managers (the "Contribution Date"),that Member's share “Subsequent Offered Interests”), provided, however, that the Managers (as determined which shall not be required to be by the Member's Ownership Interestunanimous consent of all Managers), without regard to the consent of any Current Year Section 5.8 Adjustments) of all monies that, in the judgment of the Managers, are necessary to enable the Company to cause the business of the Company to be properly operated and maintained and to discharge its costs, expenses, obligations and liabilities. The Managers shall notify each Member (a "Capital Call") of the need for Capital Contributions pursuant to this Section 5.2 when appropriate. This notice must include a statement in reasonable detail of the current financial condition Members of the Company, may instead seek out bank or third party financing instead of requiring an additional Capital Contribution in the reasonsCompany or may sell additional Units up to the Issuance Limit. The Members shall have thirty (30) for calendar days after the Notice, to acquire the percentage of Subsequent Offered Interests proportionate to such Member’s then existing Sharing Ratio (the “Capital Call Contribution Deadline”). The Issuance Limit shall be automatically increased by amount of Subsequent Offered Interests purchased by the Members pursuant to the terms of this Section 4.2.1 and the proposed uses Managers shall be authorized, without the required consent or approval of the Capital Contributions. To Members, to amend this Agreement to evidence such increased Issuance Limit as applicable. 4.2.2 If any Member desires not to purchase the extent a Member Subsequent Offered Interests it is required to purchase pursuant to Section 4.2.1 above (a "“Non-Contributing Purchasing Member") cannot or elects not to contribute Capital Contributions requested pursuant to this Section 5.2”), the Managers it shall notify the other Member(s) Members (the "Contributing Member(s)"“Purchasing Members”) of such fact and all Purchasing Members shall request that additional Capital Contributions be made by one or more then have the option for ten (10) days to purchase (i) their Pro Rata Portion of the Contributing Member(sSubsequent Offered Interest and (ii) in an amount equal to the amount originally requested such additional portion of the Non-Contributing Purchasing Member, and a Contributing Member ’s Subsequent Offered Interest designated by the Purchasing Members. Any two or more Purchasing Members may make an additional Capital Contribution (a "Shortfall Contribution") agree among themselves to reallocate the portions of a portion or all of such amount. (b) Subject to Section 5.2(c), to the extent a Non-Contributing Member cannot Purchasing Member’s Subsequent Offered Interest to be purchased by them from their respective Pro Rata Portions. In the event none of the Purchasing Members desire to purchase the Non-Purchasing Member’s Subsequent Offered Interest, or elects not to make Capital Contributions requested pursuant to this Section 5.2any portion thereof, the Non-Contributing Member's Ownership Purchasing Member is required to purchase the Subsequent Offered Interest will be decreased proportionately applicable to it (or such remaining portion not purchased by the Purchasing Members) pursuant to and the Contributing Member's Ownership Interest increased proportionately) so that Ownership Interests are proportionate as set forth in Section 4.2.1 above. 4.2.3 A Member may not make a subsequent contribution of capital to the FMV Capital Accounts after Company except upon the Capital Contributionsconsent of the Managers. Subject to Section 5.2(c), Any additional contribution to the extent that any Contributing Member(s) makes Company made by a Shortfall Contribution, Member without obtaining the consent of the Managers constitutes a loan from such Contributing Member's(s') Ownership Interests) will be increased proportionately (and the Non-contributing Member's Ownership Interest decreased proportionately) so that Ownership Interests are proportionate Member to the FMV Capital Accounts after the Capital Contributions. The proportionate increase Company and decrease in Ownership Interest under this Section 5.2(b) will be made in accordance with Section. (c) The proportionate increases and decreases in Ownership Interests required under Section 5.2(b) will not occur until the date (the "Adjustment Date") that is ninety (90) days from the Contribution Date. During this 90-day period, the Non-Contributing Member will have the right to make a Capital Contribution equal to the amount originally requested of the Non-Contributing Member. If the Non-Contributing Member makes such a Capital Contribution, (i) the Ownership Interests will shall not be adjusted considered a capital contribution. Such loan shall have such terms and conditions as a result set forth in Section 4.6 of the Capital Call related to such Contribution Date and (ii) the Company will distribute to the Contributing Member(s) that made Shortfall Contributions (if any) an amount equal to the Shortfall Contribution such Contributing Member madethis Agreement.

Subsequent Contributions. (a) Without creating any rights in favor of any third party, each Member may be asked by 4.2.1 If the Managers reasonably anticipate or contemplate the need for additional cash investment for any reason, or the need for additional cash for operating expenses, then, in any such event, the Managers (only with a unanimous determination by all Managers) may request in writing (a “Notice”) for the Members to contribute purchase and the Company to sell to the Members additional Membership Interests in the Company in cash, on or before a date approved an aggregate Capital Contribution amount to be determined by the Managers (the "Contribution Date"),that Member's share “Subsequent Offered Interests”), provided however that the Managers (as determined which shall not be required to be by the Member's Ownership Interestunanimous consent of all Managers), without regard to the consent of any Current Year Section 5.8 Adjustments) of all monies that, in the judgment of the Managers, are necessary to enable the Company to cause the business of the Company to be properly operated and maintained and to discharge its costs, expenses, obligations and liabilities. The Managers shall notify each Member (a "Capital Call") of the need for Capital Contributions pursuant to this Section 5.2 when appropriate. This notice must include a statement in reasonable detail of the current financial condition Members of the Company, may instead seek out bank or third party financing instead of requiring an additional Capital Contribution in the reasonsCompany or may sell additional Membership Interests up to the Issuance Limit. The Members shall have thirty (30) for calendar days after the Notice, to acquire the percentage of Subsequent Offered Interests proportionate to such Member’s then existing Sharing Ratio (the “Capital Call Contribution Deadline”). The Issuance Limit shall be automatically increased by amount of Subsequent Offered Interests purchased by the Members pursuant to the terms of this Section 4.2.1 and the proposed uses Managers shall be authorized, without the required consent or approval of the Capital Contributions. To Members, to amend this Agreement to evidence such increased Issuance Limit as applicable. 4.2.2 If any Member desires not to purchase the extent a Member Subsequent Offered Interests it is required to purchase pursuant to Section 4.2.1 above (a "“Non-Contributing Purchasing Member") cannot or elects not to contribute Capital Contributions requested pursuant to this Section 5.2”), the Managers it shall notify the other Member(s) Members (the "Contributing Member(s)"“Purchasing Members”) of such fact and all Purchasing Members shall request that additional Capital Contributions be made by one or more then have the option for ten (10) days to purchase (i) their Pro Rata Portion of the Contributing Member(sSubsequent Offered Interest and (ii) in an amount equal to the amount originally requested such additional portion of the Non-Contributing Purchasing Member, and a Contributing Member ’s Subsequent Offered Interest designated by the Purchasing Members. Any two or more Purchasing Members may make an additional Capital Contribution (a "Shortfall Contribution") agree among themselves to reallocate the portions of a portion or all of such amount. (b) Subject to Section 5.2(c), to the extent a Non-Contributing Member cannot Purchasing Member’s Subsequent Offered Interest to be purchased by them from their respective Pro Rata Portions. In the event none of the Purchasing Members desire to purchase the Non-Purchasing Member’s Subsequent Offered Interest, or elects not to make Capital Contributions requested pursuant to this Section 5.2any portion thereof, the Non-Contributing Member's Ownership Purchasing Member is required to purchase the Subsequent Offered Interest will be decreased proportionately applicable to it (or such remaining portion not purchased by the Purchasing Members) pursuant to and the Contributing Member's Ownership Interest increased proportionately) so that Ownership Interests are proportionate as set forth in Section 4.2.1 above. 4.2.3 A Member may not make a subsequent contribution of capital to the FMV Capital Accounts after Company except upon the Capital Contributionsconsent of the Managers. Subject to Section 5.2(c), Any additional contribution to the extent that any Contributing Member(s) makes Company made by a Shortfall Contribution, Member without obtaining the consent of the Managers constitutes a loan from such Contributing Member's(s') Ownership Interests) will be increased proportionately (and the Non-contributing Member's Ownership Interest decreased proportionately) so that Ownership Interests are proportionate Member to the FMV Capital Accounts after the Capital Contributions. The proportionate increase Company and decrease in Ownership Interest under this Section 5.2(b) will be made in accordance with Section. (c) The proportionate increases and decreases in Ownership Interests required under Section 5.2(b) will not occur until the date (the "Adjustment Date") that is ninety (90) days from the Contribution Date. During this 90-day period, the Non-Contributing Member will have the right to make a Capital Contribution equal to the amount originally requested of the Non-Contributing Member. If the Non-Contributing Member makes such a Capital Contribution, (i) the Ownership Interests will shall not be adjusted considered a capital contribution. Such loan shall have such terms and conditions as a result set forth in Section 4.6 of the Capital Call related to such Contribution Date and (ii) the Company will distribute to the Contributing Member(s) that made Shortfall Contributions (if any) an amount equal to the Shortfall Contribution such Contributing Member madethis Agreement.