Common use of 1Issuance of Units Clause in Contracts

1Issuance of Units. (a) Upon execution of this Agreement, the Company will issue the Restricted Units to Recipient and admit Recipient as a Member of the Company. As a condition to such issuance, Recipient shall execute and deliver the Joinder to LLC Agreement, attached hereto as Exhibit A, becoming a party to the LLC Agreement, pursuant to which Recipient shall agree that Recipient and Recipient’s Restricted Units and Recipient’s Investor Units (defined below), if any, shall be subject to the terms and conditions of the LLC Agreement, as modified by this Agreement. Recipient acknowledges that the Restricted Units are subject to the terms and conditions of the LLC Agreement, including that (i) Recipient has waived any claim or cause of action against the Board, employees, agents and representatives for any breach of fiduciary duty to the Company or its Members, including as may result from a conflict of interest, (ii) except as determined by the Board in its sole discretion, Recipient has no right to obtain access to, or copies of, the books and records of the Company and or its Subsidiaries and waives any right to inspect any books and records of the Company and its Subsidiaries to the fullest extent permitted by applicable law, and (iii) that the Restricted Units are subject to repurchase pursuant to the terms of the LLC Agreement, in addition to the terms of this Agreement. For the avoidance of doubt, Recipient and the Company hereby agree that Recipient shall be determined to be a Service Member for purposes of the LLC Agreement and subject to all of the terms and conditions of being a Service Member in the LLC Agreement. (b) The Participation Threshold for the Restricted Units shall initially be set at $72,500,000 (“Initial Participation Threshold Amount”), which is an amount equal to or above the fair market value of the Company as of the Grant Date, and shall be increased by any Capital Contributions made after the Grant Date; provided that, in the event that, after the Grant Date, additional capital is contributed to the Company, in the Board’s sole discretion, the Participation Threshold may be increased to reflect the terms upon which such additional capital was raised by the Company (including any rights to a preferred return, any senior rights or any other terms and provisions of such additional capital).

1Issuance of Units. ​ (a) Upon execution of this Agreement, the Company will issue the Restricted Units to Recipient and admit Recipient as a Member of the Company. As a condition to such issuance, Recipient shall execute and deliver the Joinder to LLC Agreement, attached hereto as Exhibit A, becoming a party to the LLC Agreement, pursuant to which Recipient shall agree that Recipient and Recipient’s Restricted Units and Recipient’s Investor Units (defined below), if any, shall be subject to the terms and conditions of the LLC Agreement, as modified by this Agreement. Recipient acknowledges that the Restricted Units are subject to the terms and conditions of the LLC Agreement, including that (i) Recipient has waived any claim or cause of action against the Board, employees, agents and representatives for any breach of fiduciary duty to the Company or its Members, including as may result from a conflict of interest, (ii) except as determined by the Board in its sole discretion, Recipient has no right to obtain access to, or copies of, the books and records of the Company and or its Subsidiaries and waives any right to inspect any books and records of the Company and its Subsidiaries to the fullest extent permitted by applicable law, and (iii) that the Restricted Units are subject to repurchase pursuant to the terms of the LLC Agreement, in addition to the terms of this Agreement. For the avoidance of doubt, Recipient and the Company hereby agree that Recipient shall be determined to be a Service Member for purposes of the LLC Agreement and subject to all of the terms and conditions of being a Service Member in the LLC Agreement.. ​ (b) The Participation Threshold for the Restricted Units shall initially be set at $72,500,000 104,000,000 (“Initial Participation Threshold Amount”), which is an amount equal to or above the fair market value of the Company as of the Grant Date, and shall be increased by any Capital Contributions made after the Grant Date; provided that, in the event that, after the Grant Date, additional capital is contributed to the Company, in the Board’s sole discretion, the Participation Threshold may be increased to reflect the terms upon which such additional capital was raised by the Company (including any rights to a preferred return, any senior rights or any other terms and provisions of such additional capital).. ​