Additional Issuances of Units. The Company shall not issue any interests or other Equity Securities, except for Units issued to Persons employed by or otherwise performing services for Holdco or any of its Subsidiaries in connection with an issuance by Holdco to the Company of Attributable Units for the benefit of such Persons and any applicable issuance by Pubco of any shares of Pubco Common Stock constituting the remainder of any Paired Interests in which such Attributable Units are included.
Additional Issuances of Units. (a) The Board of Managers shall not offer to sell or otherwise issue additional Units to any Person, including to any other Member, unless: (i) (x) the Board’s resolutions authorizing the sale or issuance of such additional Units describe in reasonable detail the Company’s business purpose for undertaking, and the terms of, such proposed issuance or (y) the Board shall have determined that such issuance of Units is, in their good faith judgment, advisable for the Company; and (ii) the Board of Managers shall have complied with this Section 3.6 and, if applicable, Section 7.4.2.
Additional Issuances of Units. (a) The Board shall not offer to sell or otherwise issue additional Units to any Person unless (i) (x) the Board’s resolutions authorizing the sale or issuance of such additional Units describes in reasonable detail the Company’s business purpose for undertaking, and the terms of, such proposed issuance or (y) the Board shall have determined that such issuance of Units is, in their good faith judgment, necessary for the Company to avoid a liquidity crisis or a default or violation under any of the Company’s financing facilities or material contracts and (ii) the Board shall have complied with Section 3.6(b).
Additional Issuances of Units. Subject to the reservation of Units pursuant to the terms of this Agreement or pursuant to any unanimous resolution of the Board and to the other restrictions on issuance set forth herein and in the other agreements to which the Company is a party, the Company may authorize and issue additional Units at such times and from time to time, to such Persons, in such amounts, at such price and on such other terms and conditions as shall be unanimously determined and approved by the Board in its sole discretion. If any Units are repurchased, redeemed, or otherwise reacquired by the Company, such Units shall be cancelled and returned to authorized but unissued Units, and shall not be reissued, sold or transferred. Other than as set forth in this Section 2.2, the Company shall not offer or issue any Units to any Person, without the unanimous approval of the Board.
Additional Issuances of Units. Subject to the reservation of Units pursuant to the terms of this Agreement or pursuant to any resolution of the Board and to the other restrictions on issuance set forth herein (including compliance with the provisions of Section 2.2(d)) and in the other agreements to which the Company is a party, the Company shall issue authorized but unissued Units at such times and from time to time, to such Persons, in such amounts, at such price and on such other terms and conditions as shall be determined and approved by the Board, in which event, (i) all Unitholders shall be diluted in an equal manner with respect to such issuance, subject to differences in rights and preferences of different classes, groups and series of equity securities, and (ii) the Board shall have the power to amend the Unit Ownership Ledger to reflect such additional issuances and dilution without the approval or consent of any other Person, provided, that for the avoidance of doubt, in no event may the Board have the power pursuant to this sentence to amend the preemptive rights provisions in Section 2.2(d) to exclude such additional issuances from the preemptive rights of the Members thereunder. If any Units are repurchased, redeemed, or otherwise reacquired by the Company, such Units shall be cancelled and returned to authorized but unissued Units. Any Person who acquires Equity Securities may be admitted to the Company as a Member pursuant to the terms of Section 2.2(c). In connection with any issuance of Units, the Person who acquires such Units shall execute a counterpart to this Agreement, accepting and agreeing to be bound by all terms and conditions hereof, and shall enter into such other documents, instruments and agreements to effect such purchase and evidence the terms and conditions thereof (including transfer restrictions, vesting and forfeiture or buyback provisions) as are required by the Board (each, an “Equity Agreement”). Each Person who acquires Units shall in exchange for such Units make a Capital Contribution to the Company in accordance with such Person’s Equity Agreement or, if none, in an amount to be determined by the Board in its sole discretion (which amount may be zero). 13 (e)
Additional Issuances of Units. Notwithstanding any other provision of this Agreement, no additional Units shall be issued by the Company on or before the Put/Call End Date (as may be extended pursuant to Section 8.1) without the unanimous consent of all Members. As provided in Section 2.2(d), each Member shall be entitled to participate in any issuance of additional Units in order to retain their percentage interest in the Company. Subject to the restrictions on issuance set forth herein, the Company may issue authorized but unissued Units at such times and from time to time, to such Persons, in such amounts, at such price and on such other terms and conditions as shall be determined and approved by the Board. If any Units are repurchased, redeemed, or otherwise reacquired by the Company, such Units shall be returned to authorized but unissued Units, and such Units shall be available for reissuance in accordance with the terms of this Section 2.2(c). Other than as set forth in this Section 2.2, the Company shall not offer or issue any Units to any Person.
Additional Issuances of Units. Subject to Section 4.04, the Company may issue additional Units as the Board shall determine in good faith, with such designations, preferences, rights, powers and duties, as shall be fixed by the Board, and which may include additional classes of Units or Membership Interests reflecting additional Capital Contributions, to which the assets and liabilities and income and expenditure attributable or allocated to such class shall be applied or charged.
Additional Issuances of Units. The General Partner is hereby authorized to cause the Partnership from time to time to issue to the Partners or other Persons (including, without limitation, in connection with the contribution of property to the Partnership or a Subsidiary or the exercise of any conversion or exchange rights granted by the Partnership) additional Units in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to any then outstanding Units issued on the Effective Date, all as shall be determined by the General Partner in its sole and absolute discretion subject to Delaware law, including, without limitation, (i) the allocations of items of Partnership income, gain, loss, deduction and credit to each such class or series of Units; (ii) the right of each such class or series of Units to share in Partnership distributions; (iii) the rights of each such class or series of Units upon dissolution and liquidation of the Partnership; (iv) whether such class of Units is redeemable by the Partnership and, if so, the price at, and the terms and conditions on, which such class of Units may be redeemed by the Partnership; (v) whether such class of Units is issued with the privilege of conversion and, if so, the rate at and the terms and conditions upon which such class of Units may be converted into any other class of Units; (vi) the terms and conditions of the issuance of such class of Units, and all other matters relating to the assignment thereof; and (vii) the rights of such class of Units to vote on matters relating to the Partnership and this Agreement. In the event that the Partnership issues Units pursuant to this Section 4.2, the General Partner shall make such revisions to this Agreement (without any requirement of receiving approval of the Limited Partners) including but not limited to the revisions described in Section 5.4 and Section 6.2 hereof, as it deems necessary to reflect the issuance of such additional Units and the special rights, powers and duties associated therewith. Unless specifically set forth otherwise by the General Partner, any Units issued after the Effective Date shall have the same rights, powers and duties as the Units issued on the Effective Date. The General Partner is also authorized to cause the issuance of any other type of security of the Partnership from time to time to Partn...
Additional Issuances of Units. The Company shall not offer or issue any Units to any Person without the approval of the Board of Managers and, pursuant to Section 6.4, the Members.
