THE COMPANY.
IN THE EVENT CDI AND MEC ARE
SUCCESSFUL IN RECRUITING MUTUALLY AGREED-UPON ADDITIONAL MEMBERS, CDI SUB AND
MEC SUB WILL BE DILUTED ON A PRO RATA BASIS.
1.7
NAMES AND CONTACT INFORMATION OF THE MEMBERS.
SET FORTH BELOW THE
NAME OF EACH MEMBER ON SCHEDULE A SHALL BE APPROPRIATE CONTACT INFORMATION FOR
SUCH MEMBER (INCLUDING SUCH MEMBER'S MAILING ADDRESS AS WELL AS THE NAME OR
TITLE OF AN INDIVIDUAL TO WHOM NOTICES AND OTHER CORRESPONDENCE SHOULD BE
DIRECTED).
EACH MEMBER SHALL PROMPTLY PROVIDE THE COMPANY WITH THE INFORMATION
REQUIRED TO BE SET FORTH FOR SUCH MEMBER ON SCHEDULE A AND SHALL THEREAFTER
PROMPTLY NOTIFY THE COMPANY OF ANY CHANGE TO SUCH INFORMATION.
1.8
ADDITIONAL DOCUMENTS.
[A]
THE BOARD OF MANAGERS SHALL CAUSE TO BE EXECUTED, FILED, RECORDED,
PUBLISHED, OR AMENDED ANY DOCUMENTS, AS THE BOARD OF MANAGERS IN THEIR
REASONABLE DISCRETION DETERMINE TO BE NECESSARY OR ADVISABLE, (X) IN CONNECTION
WITH THE FORMATION, OPERATION, DISSOLUTION, WINDING-UP, OR TERMINATION OF THE
COMPANY PURSUANT TO APPLICABLE LAW OR (Y) TO OTHERWISE GIVE EFFECT TO THE TERMS
OF THIS AGREEMENT.
THE TERMS AND PROVISIONS OF EACH DOCUMENT DESCRIBED IN THE
PRECEDING SENTENCE SHALL BE INITIALLY ESTABLISHED AND SHALL BE AMENDED
3
AS NECESSARY TO CAUSE SUCH TERMS AND PROVISIONS TO BE CONSISTENT WITH THE TERMS
AND PROVISIONS OF THIS AGREEMENT.
1.9
TITLE TO PROPERTY.
TITLE TO ALL COMPANY PROPERTY SHALL BE HELD IN
THE NAME OF THE COMPANY; PROVIDED, HOWEVER, THAT PUBLICLY TRADED SECURITIES MAY
BE HELD IN "STREET NAME" OR THROUGH A SIMILAR ARRANGEMENT WITH A REPUTABLE
FINANCIAL INSTITUTION.
ARTICLE 2
CAPITALIZATION
2.1
CAPITAL COMMITMENTS.
[A]
INITIAL CAPITAL COMMITMENTS.
THE COMPANY SHALL BE OWNED INITIALLY
FIFTY PERCENT (50%) BY CDI SUB AND FIFTY PERCENT (50%) BY MEC SUB.
EACH OF CDI
SUB AND MEC SUB WILL MAKE INITIAL CAPITAL CONTRIBUTIONS IN THE AMOUNT AND AT
SUCH TIMES AS SET FORTH ON SCHEDULE A OR SUCH LESSER AMOUNT AS THE BOARD OF
MANAGERS MAY AGREE.
ALL CAPITAL COMMITMENTS SHALL BE MADE SUCH THAT EACH OF MEC
SUB AND CDI SUB CONTRIBUTES FIFTY PERCENT (50%) OF THE AGGREGATE VALUE
CONTRIBUTED TO THE COMPANY, EXCEPT AS MAY OTHERWISE BE AGREED BETWEEN MEC SUB
AND CDI SUB.
IN ADDITION, CDI MAY LEASE CERTAIN PROPERTY TO THE COMPANY UNDER
THE REAL PROPERTY LEASE.
[B]
INCREASED CAPITAL COMMITMENTS.
IN THE EVENT THE COMPANY REVENUES
ARE INSUFFICIENT TO ALLOW THE COMPANY TO BE SELF FUNDING, ANY ADDITIONAL CAPITAL
NEEDS WILL BE DETERMINED BY THE BOARD OF MANAGERS IN ACCORDANCE WITH SCHEDULE A.
[C]
RIGHTS COVENANT.
UPON EXECUTION OF THIS AGREEMENT, CDI SUB AND
MEC SUB CONTRIBUTE OR CAUSE TO BE CONTRIBUTED AND/OR LICENSE OR CAUSE TO BE
LICENSED TO THE COMPANY THEIR RESPECTIVE RIGHTS (INCLUDING SUCH RIGHTS AS HELD
BY THEIR AFFILIATES) AS SET FORTH ON SCHEDULE B SUBJECT TO THE CONTRACTUAL
OBLIGATIONS EXISTING AS OF THE DATE HEREOF AS SET FORTH ON SCHEDULE C.
2.2
CAPITAL CONTRIBUTIONS.
EXCEPT TO THE EXTENT SET FORTH ON SCHEDULE
B OR OTHERWISE AGREED BY THE MEMBERS AFTER THE DATE