Common use of Units Capital Contributions Clause in Contracts

Units Capital Contributions. (a) The membership interests of the LLC shall be represented by issued and outstanding Units, which shall not be certificated. The Schedule of Members shall be maintained by the Board of Managers and shall identify all Members, their respective mailing addresses, the capital contributions made by each of them and the number of Units held by them. The Board of Managers shall update the Schedule of Members upon the issuance or transfer of any Units to any new or existing Member. A copy of the Schedule of Members as of the execution of this Agreement is attached hereto as Schedule A. Each Member shall be entitled to one vote per Unit held by such Member on all matters upon which the Members have the right to vote under this Agreement. (b) The Members have made or will make a contribution of shares of Common Stock (the “Securities”) to the capital of the LLC in the amounts set forth on the Schedule of Members. Each Member shall receive one Unit for each share of Common Stock contributed to the LLC by such Member. The initial contribution of Securities by the Initial Members to the LLC shall occur simultaneously on the date hereof. Following such contribution, the LLC will own at least 90% of the outstanding shares of each outstanding class of stock of SGS. The LLC shall cause the specific Securities contributed by each Member to be held in a segregated lot (by the LLC, if certificates are contributed, or by a broker or other agent or custodian, if certificates are not contributed) clearly marked to identify the contributing Member of each such lot. The Board of Managers may call additional capital from the Members in exchange for the issuance of additional Units, on a pro rata basis in accordance with the number of Units then held by each Member, to pay costs, expenses and other Liabilities arising in connection with the organization and operations of the LLC. The Members shall concurrently make any contributions required under Section 17 hereof in exchange for the issuance of additional Units. The Schedule of Members shall be amended from time to time by the Board of Managers to reflect such additional capital contributions and issuances of Units. Upon conversion of any Convertible Note into Units, the Member that is the holder of such Convertible Note shall be deemed to have made a capital contribution to the LLC in an amount equal to the sum of the outstanding principal amount of such Convertible Note that has not been repaid plus all accrued and unpaid interest on such Convertible Note.