MEMBERSHIP INTEREST IN ACCORDANCE WITH ARTICLE 10.2 BELOW.
1.5
"AVAILABLE CASH" MEANS CASH AND CASH
EQUIVALENTS OF THE COMPANY ON HAND FROM TIME TO TIME AFTER (I) PROVISION FOR
PAYMENT OF ALL OUTSTANDING AND UNPAID CURRENT OBLIGATIONS OF THE COMPANY AS OF
SUCH TIME; AND (II) PROVISION FOR RESERVES FOR WORKING CAPITAL EXPENDITURES,
CONTINGENT OBLIGATIONS AND OTHER FUTURE REQUIREMENTS IN EXCESS OF REASONABLY
ANTICIPATED REVENUES, SUCH RESERVES EQUAL TO SUCH AMOUNT AS SHALL BE APPROVED BY
A MAJORITY OF THE BOARD.
1.6
"BOARD" MEANS THE BOARD OF MANAGERS OF THE
COMPANY.
1.7
"BUSINESS DAY" MEANS ANY DAY OTHER THAN A
SATURDAY, SUNDAY OR OTHER DAY ON WHICH COMMERCIAL BANKS IN THE STATE OF
CALIFORNIA ARE AUTHORIZED OR REQUIRED BY LAW OR EXECUTIVE ORDER TO CLOSE.
1.8
"CAPITAL ACCOUNT" MEANS THE SEPARATE CAPITAL
ACCOUNT MAINTAINED BY THE COMPANY FOR EACH MEMBER IN ACCORDANCE WITH REGULATIONS
SECTION 1.704-1(B)(2)(IV).
1.9
"CHIEF EXECUTIVE OFFICER" MEANS THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY OR SUCH OTHER PERSON AS SHALL BE DESIGNATED BY
THE BOARD TO SERVE THE FUNCTION AS THE CHIEF EXECUTIVE OFFICER FOR PURPOSES OF
THIS AGREEMENT.
1.10
"CODE" MEANS THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED FROM TIME TO TIME.
ALL REFERENCES HEREIN TO SECTIONS OF THE CODE
SHALL INCLUDE ANY CORRESPONDING PROVISION OR PROVISIONS OF SUCCEEDING LAW.
1.11
"COMPANY" HAS THE MEANING SET FORTH IN THE
PREAMBLE HERETO.
1.12
"CONFIDENTIAL INFORMATION" HAS THE MEANING
ASSIGNED TO THAT TERM IN SECTION 15.1 HEREOF.
2
1.13
"Distribution(s)" means any cash or property
distributed to a Member (or Members) with respect to such Member's Membership
Interest but does not include (a) any management or other fees or expense
reimbursement paid to a Member, or (b) the repayment of any loans or interest
thereon made by any Member, or Person or Affiliate to the Company.
1.14
"FISCAL YEAR" EXCEPT AS PROVIDED UNDER THE CODE,
MEANS A TWELVE (12) MONTH PERIOD ENDING ON DECEMBER 31ST.
1.15
"GROSS ASSET VALUE" OF ANY ASSETS CONTRIBUTED TO
THE COMPANY SHALL BE THE GROSS FAIR MARKET VALUE OF SUCH ASSET AS DETERMINED IN
GOOD FAITH BY THE BOARD.
1.16
"MEMBERSHIP INTEREST" MEANS THE ENTIRE LEGAL AND
EQUITABLE OWNERSHIP INTEREST IN THE COMPANY OF A MEMBER AT ANY PARTICULAR TIME.
1.17
"MANAGER" MEANS A MEMBER OF THE BOARD.
1.18
"MEMBER LOAN MINIMUM GAIN" HAS THE MEANING
ASSIGNED TO THE TERM "PARTNER NONRECOURSE DEBT MINIMUM GAIN" IN REGULATIONS
SECTION 1.704-2(I)(2).
1.19
"MEMBER LOAN NONRECOURSE DEBT" HAS THE MEANING
ASSIGNED TO THE TERM "PARTNER NONRECOURSE DEBT" IN REGULATIONS SECTION
1.704-2(B)(4).
1.20
"MEMBER LOAN NONRECOURSE DEDUCTION" HAS THE
MEANING ASSIGNED TO THE TERM "PARTNER NONRECOURSE DEDUCTION" IN REGULATIONS
SECTION 1.704-2(I)(2).
1.21
"MEMBERS" MEANS BALLANTYNE AND/OR REAL D, AND
THEIR ASSIGNEES.
1.22
"MINIMUM GAIN" HAS THE MEANING SET FORTH IN
REGULATIONS SECTIONS 1.704-2(B)(2) AND 1.704-2(D).
1.23
"NONRECOURSE DEDUCTION" HAS THE MEANING SET FORTH
IN REGULATIONS SECTION 1.704-2(B)(1).
1.24
"NONRECOURSE LIABILITY" HAS THE MEANING SET FORTH
IN REGULATIONS SECTION 1.704-2(B)(3).
1.25
"OFFEREE" HAS THE MEANING ASSIGNED TO THAT TERM
IN SECTION 10.3 HEREOF.
1.26
"PERSON"