Additional Members and Units. Subject to Sections 3.6 and 7.4.2 hereof, the Board of Managers may issue Units and admit Persons as Members in exchange for such contributions to capital (including commitments to make contributions to capital) or such other consideration (including past or future services) and on such terms and conditions (including in the case of Units issued to employees and consultants such vesting and forfeiture provisions) as the Board of Managers determines to be appropriate. If additional Units are subsequently issued by the Company, the Capital Account (if any) with respect to those Units as of the date of issuance and the Capital Contributions (if any) that shall be deemed to be made by the Member receiving such Units as of the date of issuance shall be set forth in the agreement pursuant to which the additional Units are issued. Promptly following the issuance of Units, the Board of Managers shall cause the books and records of the Company, and an amended Exhibit A hereto, to reflect the number of Units issued, any Members or additional Members holding such Units and in the case of Units issued other than in connection with the performance of services, the Capital Contribution per Unit, and the Company shall promptly provide the amended Exhibit A to each Member. Upon the receipt of approvals as required under this Agreement, execution of this Agreement or a counterpart of this Agreement, together with any other documents or instruments required by the Board of Managers in connection therewith, and the making of the Capital Contribution (if any) specified to be made at such time, a Person shall be admitted to the Company as a Member of the Company.
Additional Members and Units. In order for a Person to be admitted as a Member of the Company with respect to any Additional Units and the exercise of any rights hereunder relating thereto, such Person shall be required to have first delivered to the Company a written undertaking to be bound by the terms and conditions of this Agreement, together with such other documents and instruments as the Board reasonably determines to be necessary or appropriate in connection with the issuance of such Additional Units to such Person or to effect such Person’s admission as a Member. Upon admission of a Person as a Member, the Board, or an appropriate Officer of the Company directed by the Board, shall amend Exhibit A without the further vote, act or consent of any other Person to reflect such new Person as a Member. If an Additional Unit is issued to an existing Member, the Board, or an appropriate Officer of the Company directed by the Board, shall amend Exhibit A without the further vote, act or consent of any other Person to reflect the issuance of such Additional Unit.
Additional Members and Units. Subject to Section 3.2 and Article 13, the Board of Managers may create, authorize and issue Units in the Company (including new or other classes or series thereof having different rights than the Class A Units) and admit Persons as Members in exchange for such contributions to capital (including commitments to make contributions to capital) or such other consideration (including past or future services) and on such terms and conditions (including vesting and forfeiture provisions) as the Board of Managers determines. The Board of Managers will have the power to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Board of Managers in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance; provided that any adverse change to the rights, preferences or obligations of a class of Units shall require the consent of the Members holding at least a majority of the units of such class then outstanding; provided, further, that any such amendment shall not adversely change the rights, preferences or obligations of any Member that would be borne disproportionately by such Member relative to other Members holding Units of the same class under this Agreement (unless such Member consents in writing thereto). Promptly following the issuance of Units, the Board of Managers will cause the books and records of the Company to reflect the number of Units issued, any Members or additional Members holding such future Units, and in the case of Units issued other than solely in connection with the performance of services, the Capital Contribution per Unit. Upon the execution of this Agreement, a joinder to this Agreement in the form of Exhibit A hereto or a counterpart of this Agreement, together with any other documents or instruments required by the Board of Managers in connection therewith, and the making of the Capital Contribution (if any) specified to be made at such time, a Person will be admitted to the Company as a Member of the Company. Notwithstanding any other provision herein, all Members hereby agree to any amendment to this Agreement or the Certificate reasonably required for each such purpose in the opinion of the Board of Managers.
Additional Members and Units. Additional Persons may be admitted to the Company as Members and Units or new classes of membership units may be created and issued to such Persons on such terms and conditions as the Board of Managers shall approve. The terms of admission or issuance may specify the creation of different classes of membership units having different rights, powers and duties. The creation of any new class of membership units shall be set forth in an amendment to this Agreement, which shall be approved by the Board of Managers in accordance with Section 12.4.
Additional Members and Units. The Company is authorized to issue up to 80,323,257 Common Units (which amount includes 21,551,801 Common Units reserved for issuance upon conversion of the Series A Convertible Preferred Units and 5,995,133 Common Units reserved for issuance upon conversion of the Series B Convertible Preferred Units), 21,551,801 Series A Convertible Preferred Units, 5,995,133 Series B Convertible Preferred Units, 11,363,182 units are issued or reserved for issuance under the Plan, which units may be issued as Common Units or Incentive Units, however to the extent issued as Incentive Units, the number of Common Units authorized shall be reduced for every Incentive Unit issued. Subject to the provisions of the Transaction Documents, the Board of Managers may increase or decrease the authorized number of Units. The Board of Managers may issue Units and admit Persons as members in exchange for such contributions to capital (including commitments to make contributions to capital) or such other consideration (including past or future services) and on such terms and conditions (including in the case of Units issued to employees and consultants such distribution thresholds, vesting and forfeiture provisions) as the Board of Managers determines to be appropriate, subject to the terms of the Transaction Documents. Promptly following the issuance of Units, the Board of Managers shall cause the books and records of the Company to reflect the number of Units issued, any members or additional members holding such Units and in the case of Units issued other than in connection with the performance of services, the Capital Contribution per Unit. Upon the execution of this Agreement or a counterpart of this Agreement, together with any other documents or instruments required by the Board of Managers in connection therewith, and the making of the capital contribution (if any) specified to be made at such time, a Person shall be admitted to the Company as a Member of the Company.
Additional Members and Units. Subject to the terms and conditions of Section 9.9, a Series Manager may issue Units (which may be Units of existing Classes or new Classes of such Series) and admit Persons as Members in exchange for such contributions to capital or such other consideration (including past or future services) and on such terms and conditions as such Series Manager reasonably deems appropriate; provided, that any such consideration shall be at least equal in value to the Fair Market Value of such Units other than Units issued to any employee or consultant of the Company or any of its Subsidiaries. Promptly following the issuance of Units such Series Manager shall cause the books and records of such Series and Schedule 3.7 to be amended to reflect the number, Series and Classes of Units issued and, in the case of Units issued other than in connection with the performance of services for the Company, the capital contribution per Unit.
Additional Members and Units. The first sentence of Section 3.3 of the Agreement be and hereby is deleted in its entirety and the following two sentences are inserted in lieu thereof: “The Company is authorized to issue up to 81,365,954 Common Units (which amount includes 21,551,801 Common Units reserved for issuance upon conversion of the Series A Convertible Preferred Units and 5,995,133 Common Units reserved for issuance upon conversion of the Series B Convertible Preferred Units), 21,551,801 Series A Convertible Preferred Units and 5,995,133 Series B Convertible Preferred Units. 12,405,879 units are issued or reserved for issuance under the Plan, which units may be issued as Common Units or Incentive Units, however to the extent issued as Incentive Units, the number of Common Units authorized shall be reduced for every Incentive Unit issued.”
Additional Members and Units. Section 10.1
Additional Members and Units. In order for a Person to be issued additional Units and be admitted as a Member of the Company with respect to an Additional Unit: (i) such Person shall have delivered to the Company a written undertaking in the form of Exhibit B to be bound by the terms and conditions of this Agreement and shall have delivered such other documents and instruments as the Board determines to be necessary or appropriate in connection with the issuance of such Additional Unit to such Person or to effect such Person's admission as a Member; and (ii) the Board or the secretary of the Company shall amend Schedule A without the further vote, act or consent of any other Person to reflect such new Person as a Member and shall provide a copy of such amended Schedule A to each Member. Upon the amendment of Schedule A, such Person shall be listed as such on the books and records of the Company and thereupon shall be deemed to have been issued its Units. If an Additional Unit is issued to an existing Member, the Board or the secretary of the Company shall amend Schedule A without the further vote, act or consent or any other Person to reflect the issuance of such Additional Unit, shall provide a copy of such amended Schedule A to each Member, and, upon the amendment of such Schedule A, such Member shall be deemed to have been issued its Additional Unit.
Additional Members and Units
