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).
(b) Subject to compliance with Section 3.6(a) above, prior to offering to sell or otherwise issue additional Units, the Board shall first offer to the Members the opportunity to purchase such offered Units on a pro rata basis in accordance with their Percentage Interests at the same price, and on the same terms and conditions, as the Board is prepared, or proposes, to offer or issue such additional Units to any other Member or to any Person who, prior to such sale or issuance, is not a Member of the Company.
(c) The provisions of this Section 3.6 shall not apply to: (i) Units which are issued in order to acquire the assets or business of another Person (subject to Section 6.6); or (ii) Units (other than Units issued pursuant to the Deferred Equity Incentive Compensation Agreements) which are issued to employees or consultants pursuant to compensation plans or agreements approved by the Board (except that if NBPCo Holdings’ Percentage Interest shall be greater than 20% immediately prior to such an issuance, NBPCo Holdings shall be permitted to participate in such an issuance in accordance with Section 3.6(b) to the extent necessary to maintain its Percentage Interest at 20%); or (iii) Units issued pursuant to either of the Deferred Equity Incentive Compensation Agreements.
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. Subject to the reservation of Units pursuant to the terms of this Agreement or pursuant to any resolution of the Board of Managers and to the other restrictions on issuance set forth herein and in the other agreements to which the Company is a party (including, without limitation, in Section 6J (Preemptive Rights) of the Equity Purchase Agreement), 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 of Managers in its sole discretion. 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(d). 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 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. (a) The Board 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 shall have complied with Section 3.6(b).
(b) Prior to offering to sell or otherwise issue additional Units, the Board shall first offer to the Members the opportunity to purchase such offered Units on a pro rata basis in accordance with their Percentage Interests at the same price, and on the same terms and conditions, as the Board is prepared, or proposes, to offer or issue such additional Units to any other Member or to any Person who, prior to such sale or issuance, is not a Member of the Company. The Members shall have a period of thirty (30) days to accept such offer (or, in the case of a sale or issuance to any Person who is not, prior to such sale or issuance, a Member of the Company, ten (10) days). This Section 3.6(b) may not be amended without the consent of each Member that would be adversely impacted by such amendment.
(c) The provisions of this Section 3.6 shall not apply to: (i) Units which are issued in order to acquire the assets or business of another Person; or (ii) Units which are issued to employees or consultants pursuant to compensation plans or agreements approved by the Board.
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. 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 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.
Additional Issuances of Units. (a) Subject to Section 2.7, at any time and from time to time, the Board of Members after receipt of a Super Majority Approval of the Members, shall have the power and with varying rights and obligations, and admit such Person as a Member. The issuance of Units or any other equity interests may be made in exchange for such cash, property, or services, and on such other terms and conditions, as the Board of Members shall determine.
(b) A Person to whom Units or any other equity interests have been issued shall not become a Member, with the rights and privileges associated therewith, until such Person executes a copy of this Agreement or delivers to the Company a written acknowledgment, in form and substance satisfactory to the Board of Members, whereby such Person agrees to be a Member and to be bound by the provisions of this Agreement.
Additional Issuances of Units. (a) The Board 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, (y) the Board shall have determined that such issuance of Units is, in their good faith judgment, advisable for the Company or (z) the Units are issued pursuant to Section 3.6(c); and (ii) the Board shall have complied with Sections 3.6(b) and 3.6(c).
(b) Prior to offering to sell or otherwise issue additional Units, the Board shall first offer to the Members the opportunity to purchase such offered Units on a pro rata basis in accordance with their Percentage Interests at the same price, and on the same terms and conditions, as the Board is prepared, or proposes, to offer or issue such additional Units to any other Member or to any Person who, prior to such sale or issuance, is not a Member of the Company. The Members shall have a period of thirty (30) days to accept such offer (or, in the case of a sale or issuance to any Person who is not, prior to such sale or issuance, a Member of the Company, ten (10) days). This Section 3.6(b) may not be amended without the consent of each Member that would be adversely impacted by such amendment.
(c) Concurrent Issuance of Units and Pennsylvania LLC Units. The Board shall not offer to sell or otherwise issue additional Units unless such offer shall be concurrent with Pennsylvania LLC’s board of managers’ offer to sell or otherwise issue the same percentage of the Pennsylvania LLC Units as the percentage of Units the Board is offering to sell or otherwise issue to the same Member(s) or the same Person(s) who, prior to such sale or issuance, is not a Member of the Company or Pennsylvania LLC, it being understood that the Units and the Pennsylvania LLC Units shall only be sold or otherwise issued together to the same Person(s), except that the Pennsylvania LLC Units or the Units may be sold or otherwise issued to Leucadia and/or its Permitted Transferees as if they are the same Person(s). As a result, the Percentage Interest (in the Company) of any Member shall at all times be the same as such Member’s Pennsylvania LLC Percentage Interest; provided, that, the Percentage Interest (in the Company) of Leucadia and its Permitted Transferees shall be aggregated together, and the Pennsylvania ...
