Supplemental Capital Contributions. If (A) MSC requests Shareholder Capital Contributions pursuant to Section 4.3(a) and the Apex Shareholders or the Sumitomo Shareholders either fail to deliver a Shareholder Capital Contribution Response Notice or deliver a Shareholder Capital Contribution Response Notice indicating that they shall not make the entire capital contribution requested of them in the applicable Shareholder Capital Contribution Notice, or, (B) if MSC requests Shareholder Capital Contributions pursuant to Section 4.2(b) or MSC requests Shareholder Capital Contributions pursuant to Section 4.3(a) and the Apex Shareholders or the Sumitomo Shareholders fail to make the entire capital contribution required or requested of them on the date set by MSC for such contribution (in any such case, the “Non-Contributing Shareholder Group”), then MSC shall promptly notify (a “Non-Contributing Shareholder Notice”) the Apex Shareholders and the Sumitomo Shareholders of same. The “Qualified Contributor Group” shall be, (A) in the case of a Shareholder Capital Contribution Notice delivered pursuant to Section 4.3(a), if the date set forth by MSC for such contribution has not occurred, the Shareholder Group that delivered a Shareholder Capital Contribution Response Notice indicating that it would contribute the amount requested of it in the applicable Shareholder Capital Contribution Notice and, (B) in the case of a Shareholder Capital Contribution Notice delivered pursuant to either Section 4.2(b) or Section 4.3(a), if the date set forth by MSC for such contribution has occurred, the Shareholder Group that has contributed the entire capital contribution required or requested of it. Upon receipt of a Non-Contributing Shareholder Notice, the Qualified Contributor Group shall notify MSC (within 10 days of receipt thereof) of its election of one of the following options:
Supplemental Capital Contributions. In accordance with, and subject ---------------------------------- to the terms and conditions of, the Contribution Agreement, within three (3) business days after the date upon which the offer to sell shares of MPI Stock pursuant to the Prospectus expires (the "Closing Date"): ------------
Supplemental Capital Contributions. (i) From time to time, CCE (but only so long as it shall be a Member) and EFS (but only so long as it shall be a Member), jointly but not severally, may permit the Members to make Supplemental Capital Contributions in such aggregate amount (the "Aggregate Supplemental Capital Contribution Amount") and at such time or times as CCE and EFS shall jointly determine to be appropriate. Upon any such determination, the Managing Member shall send a notice (a "Contribution Offer Notice") to each Member stating that each Member may, in its sole discretion, make a Supplemental Capital Contribution in an amount equal to such Members' Supplemental Contribution Participation Amount. Each Contribution Offer Notice shall also specify (A) the applicable Aggregate Supplemental Capital Contribution Amount, (B) the date (which shall be not less than 15 Business Days following the Contribution Offer Expiration Date (as defined below)) on which any Supplemental Capital Contributions must be made (the "Supplemental Contribution Date"), and (C) the date (the "Contribution Offer Expiration Date") on which the Members' rights to make their Supplemental Capital Contributions shall expire, which date shall be no earlier than 30 Business Days following the delivery by the Managing Member to the Members of the applicable Contribution Offer Notice. If a Member (an "Accepting Member") notifies the Managing Member that it is electing to make the applicable Supplemental Capital Contribution prior to the Contribution Offer Expiration Date, such election shall be irrevocable, and such Accepting Member shall be bound to make such Supplemental Capital Contribution to the Company in an amount equal to its Supplemental Contribution Participation Amount.
Supplemental Capital Contributions. In the event that capital contributions in excess of the Additional Capital Contributions [*] are required in any of such years to cover expenses of the Company such as patent costs, operating costs for Visiting Scientists, transactions with or acquisitions of Technology from third parties, capital purchases beyond the initial plan, contingencies or other expenses of the Company, the Members shall discuss and determine whether to make supplemental capital contributions (the "Supplemental Capital Contributions") by the Members of amounts which exceed the amount set forth in Section 3.2(a) for any year. In order to provide funds to ARIAD for ARIAD's share of any Supplemental Capital Contributions, HMRI shall, on the date the Supplemental Capital Contribution is due, at ARIAD's request, lend the necessary funds to ARIAD (a "Supplemental Capital Loan") which shall be repayable, together with interest at [*] with interest to be reset quarterly on the first business day of each calendar quarter, out of (a) [*] or (b) in cash. Each Supplemental Capital Loan shall provide that it shall be repayable (i) [*] years after the date of this Agreement if additional funding arrangements are not agreed upon pursuant to Section 9.3.2 of the JV Master Agreement or (ii) on terms to be agreed upon as part of such arrangements if additional funding arrangements are agreed upon pursuant to Section 9.3.2 of the JV Master Agreement; provided, however, that ARIAD may elect to prepay all or part of any Supplemental Capital Loan or Loans at any time and, provided, further, that all Supplemental Capital Loans outstanding at the time of consummation of a Change of Control or Acquisition of ARIAD shall become due [*] after the occurrence of the Change of Control or Acquisition of ARIAD, pursuant to Section 9.6.2 of the JV Master Agreement.
