Noncontributing Member definition
Examples of Noncontributing Member in a sentence
An example of the operation of this Section 7.3 with respect to a re-allocation of Interests upon the first failure of a Noncontributing Member to make an Additional Contribution, is set forth in Schedule B attached hereto.
In the event that more than one Contributing Member desires to make an Additional Contribution, or is permitted to make a Default Loan, on account of the Noncontributing Member, each such Contributing Member shall be permitted to participate in proportion to their respective Interests.
The Contributing Member(s) shall send written notice of their exercise of the option under this Section 4.2(b) to the Board of Managers, the Company and the Noncontributing Member.
In the event that a Member (the “Noncontributing Member”) fails to make such Member’s respective additional Capital Contribution on or prior to the Call Date, the other Member(s) (the “Contributing Member(s)”) may, within twenty (20) days after the Call Date, make the additional Capital Contribution that the Noncontributing Member failed to make.
If there is a Noncontributing Member, any Member (the "Contributing Member") which funds its Additional Capital Contribution shall be entitled to the return of such contribution by the Company, together with an amount equal to any interest earnings from the interim investment of such funds.
In the event there is more than one Contributing Member, then the Contributing Members may make the additional Capital Contribution that the Noncontributing Member failed to make pro rata in accordance with such Contributing Members’ Interests or in such other proportion as the Contributing Members may agree.
A Noncontributing Member shall repay its Contribution Loan on a first priority basis out of any and all subsequent distributions to which the Noncontributing Member would otherwise be entitled under this Agreement (and the Company and the Management Committee are hereby irrevocably directed to pay all such distributions directly to the Contributing Member), with all principal and interest in any event being due in full on the first anniversary of the date such Contribution Loan is made.
From and after the Notice, the Noncontributing Member shall have no right to issue an Offering Notice pursuant to Section 5.13.1 or an Offer to Sell or Purchase pursuant to Section 5.14.2. The rights and powers suspended under the immediately preceding sentence shall be reinstated only upon the Noncontributing Member's funding of the Capital Amount.
In addition, the Capital Account of the Noncontributing Member shall be reduced, and the Capital Account of the Contributing Members shall be increased (pro rata among the Contributing Members based on the portion of the Default Amount contributed by each), by an amount equal to 100% of the Unfunded Amount.
Upon repurchase of all of its Transferred Interest(s) pursuant to this Section such that its Original Percentage is restored, any Units of the Noncontributing Member converted to Non-Voting Units shall be converted back to Voting Units and such Noncontributing Member shall again become a Managing Member.