Additional Capital Calls. To the extent that the Adjustment Amount (as defined in the Stock Purchase Agreement) or any other amount (other than the Purchase Price (as defined in the Stock Purchase Agreement)) is or may from time to time become payable by the Company to Philips under the Stock Purchase Agreement, the Company shall have the right to: (a) issue such number of cumulative preferred shares, each with a nominal value of €1.00, at a total price per share equal to €1,000 as may be necessary to raise an aggregate amount of cash equal to the amount so payable (such shares hereinafter being referred to as the “Capital Call Shares”) and (b) require the Investor to subscribe and pay for 80.1% of such Capital Call Shares and Philips to subscribe and pay for 19.9% of such Capital Call Shares, all within such timeframe and in such manner as may be necessary for the Company to make full and timely payment of such amount to Philips in accordance with the Stock Purchase Agreement.
Additional Capital Calls. (a) Each Member shall be required to make payment when due, in proportion to its respective Investment Percentage, of all of its share of the Capital Calls set forth in the then annual Budget, as such may be amended from time to time.
Additional Capital Calls. Subject to the terms and conditions of this Agreement, the Board of Directors may, from time to time but no more frequently than monthly without the written consent of the Members, make additional capital calls upon the Members to fund upcoming expenses or deficits, which may be based on an estimate of future expenses.
Additional Capital Calls. The Common Members recognize that the Company may require from time to time, in addition to the Initial Contributions, capital in order to accomplish the purpose and business of the Company. Accordingly, additional cash capital contributions ("Additional Capital Calls") may be called for from time to time by the Voting Member Majority. Within ten Business Days after the date such Additional Capital Call is declared by the Voting Member Majority, each Common Member shall be entitled to contribute, in cash, to the capital of the Company an amount (the "Additional Contribution") equal to such Common Member's Common Percentage Interest at the time of the Additional Capital Call multiplied by the aggregate additional capital contributions. No Common Member shall be obligated to make any Additional Contributions to the Company and, accordingly, no Common Member shall be liable for damage to the Company or any other Common Member as a result of the failure of such Common Member to make any such Additional Contributions. The remedies set forth in Section 3.3 below shall be the sole remedies for any such failure.
Additional Capital Calls. As the Board from time to time determines that the Company requires additional capital pursuant to the foregoing provisions, the Company shall give notice to each Member of (i) the total amount of additional capital required, designating the amount that is attributable to Operating Expenses and the amount attributable to Brand Maintenance Fees relating to such Member’s License; (ii) each Member’s proportionate share (based on Percentage Interest) of the total additional capital to be contributed to the Company for Operating Expenses; and (iii) the date such Member’s additional Capital Contribution is due and payable, which date shall be not less than ten (10) business days after the date such notice was given (which shall be the same date for both Members for any Capital Contributions relating to Operating Expenses).
Additional Capital Calls. 21 4.3 Failure to Pay a Capital Call ............................. 21 4.4 Return of Contributions ................................... 22
Additional Capital Calls. If a Class A Majority Interest determines, at any time or from time to time, that Capital Contributions other than the Members' initial Capital Contributions ("Additional Capital") are required in order to enable the Company to pay its operating expenses, to meet its obligations in a timely fashion, to maintain sufficient working capital, to make any other expenditures necessary or desirable to carry out its purpose or for any other purpose whatsoever, the Manager, on behalf of the Company, shall call for such Additional Capital by written notice to all Members. Each Member shall be required to deliver his, her or its Share (defined below) of such Additional Capital to the Company within thirty (30) days after the giving of such notice, and on the receipt of such Share, each Member's Capital Account shall remain the same as the Initial Capital Contribution; all Additional Capital Contributions shall be treated as a loan by the members with interest paid at least annually at the rate of seven (7%) percent, or as otherwise unanimously agreed to by the Class A Interest. Each Member's "Share" of the Additional Capital shall equal the product of the Additional Capital and such Member's Company Percentage. The loaned Additional Capital shall be repaid, with interest, prior to any distribution to a member.
Additional Capital Calls. (a) The Board of Managers may, at any time during the Commitment Period, (x) in accordance with Section 5.4 upon the approval of a Vessel acquisition in accordance with Section 5.4 or (y) in connection with the incurrence of an expense in accordance with the G&A Budget then in effect, make a call or calls on Members (each, a "Capital Call") to make additional Capital Contributions (each, an "Additional Capital Contribution") in proportion to their respective Uncalled Capital Contribution Obligations; provided, that in no event shall the Board of Managers make a Capital Call for Additional Capital Contributions in excess of such Member's Uncalled Capital Contribution Obligation, as determined as of the date such Capital Call is made. Members shall be severally (and not jointly or jointly and severally) liable for funding Capital Calls. Any notice of a Capital Call shall state with reasonable detail the anticipated use of such funds and notify each Member of its obligation to fund such Additional Capital Contribution as soon as practicable, and in any event within fifteen (15) Business Days of delivery of such notice (or such earlier date as may be determined by the unanimous approval of the Board of Managers and a Supermajority-In-Interest of the Members). Notwithstanding anything to the contrary contained herein, other than, for the avoidance of doubt, the commitment to make Capital Contributions pursuant to Section 3.4 or the first sentence of this Section 3.5(a), no Member (or Affiliate of any Member) will be required to make any loan or advance to the Company or guaranty or make any other financial commitment with respect to any debt or other obligation of the Company, including to fund operations of the Company or meet any tax liabilities of the Members; provided, however, that Euroseas will use its best efforts to assist the Company in obtaining bank financing but will not, for the avoidance of doubt, be required to provide a guaranty of such Indebtedness. Except as provided in Section 3.6 in connection with the funding of any Defaulting Capital Member's Capital Default, no Member (or Affiliate of any Member) shall make any Capital Contribution without the prior unanimous written consent of the Board of Managers. The "Commitment Period" shall be the period beginning on the date hereof and ending on the earliest of: (a) such time as the Uncalled Capital Contribution Obligation of one or more Members has been reduced to zero and each Member with a posit...
Additional Capital Calls. Subject to Section 5.1(j), the Board may make non-mandatory capital calls (the “Additional Capital Calls”) on the Series A Members anytime during or after the LXX Period in amounts which would result in their aggregate Capital Contributions being greater than their Line of Equity, with such request being made pro rata based upon their respective ownership of Series A Units. In such event, if a Series A Member chooses not to fund such an Additional Capital Call (the “Non-Participating Investor”) then, subject to Board Approval, the participating Series A Members shall be issued additional Series A Units pro rata to their respective Series A Percentage Interests and such Non-Participating Investor shall be subject to a dilution of its Series A Percentage Interest. Such additional issuance and dilution shall be based on a fair market value determination of the Series A Units, determined by the Board with the consent of the Independent Manager. A Non-Participating Investor shall have no obligation to make any requested Additional Capital Calls and, other than dilution as described herein, a Non-Participating Investor will suffer no penalty for electing not to participate in an Additional Capital Call.
Additional Capital Calls. The Members recognize that the Company may require from time to time capital in order to accomplish the purpose and business of the Company. Accordingly, additional cash capital contributions ("Additional Capital Calls") may be called for from time to time by the Voting Member Majority. Within ten Business Days after the date such Additional Capital Call is declared by the Voting Member Majority, each Member shall be entitled to contribute, in cash, to the capital of the Company an amount (the "Additional Contribution") equal to such Member's Percentage Interest at the time of the Additional Capital Call multiplied by the aggregate additional capital contributions. No Member shall be obligated to make any Additional Contributions to the Company and, accordingly, no Member shall be liable for damage to the Company or any other Member as a result of the failure of such Member to make any such Additional Contributions. The remedies set forth in Section 3.3 below shall be the sole remedies for any such failure.
