Common use of Additional Membership Interests Clause in Contracts

Additional Membership Interests. Subject to Section 6.03(c) and Section 6.03(f), additional Membership Interests of any class or series (“Additional Membership Interests”) may be created and issued to existing Members or to other Persons, and such other Persons may be admitted to the Company as New Members, on such terms and conditions as the Managing Member may determine at the time of admission; provided that, in the event the Initial Investor assigns its right to purchase any or all of the Additional Aggregate Class B Purchased Units pursuant to Section 2.01(i) of the Purchase Agreement, the Managing Member shall take all actions reasonably required to facilitate the admission, as New Members, of any Additional Closing Class B Purchasers (other than the Initial Investor) who acquire any of the Additional Aggregate Class B Purchased Units at the Additional Closing pursuant to and in accordance with the Purchase Agreement. The terms of (a) admission of any New Member in connection with an issuance of Additional Membership Interests must specify the number of Additional Membership Interests to be issued to such New Member and the amount of the Initial Capital Contribution to be made to the Company by such New Member in respect of such Additional Membership Interests or (b) issuance of any Additional Membership Interests to any existing Members must specify the number of Additional Membership Interests to be issued to such existing Member and the amount of Capital Contribution to be made to the Company by such existing Member in respect of such Additional Membership Interests, and, in each case, may provide for the creation of different classes or groups of Members having different rights, powers, and duties, subject to Section 6.03(b). Any admission of a New Member in connection with an issuance of Additional Membership Interests is effective only after the Company shall have received (or is deemed to have received) such New Member’s Capital Contribution, such New Member has executed and delivered to the Managing Member an instrument containing the notice address of the New Member and such New Member’s ratification of and joinder to this Agreement and agreement to be bound by the terms and conditions set forth herein, and such New Member’s confirmation that the representations, warranties, and covenants in this Agreement, including those set forth in Section 3.02 and Section 8.04, are true and correct with respect to such New Member. At any time the Company issues Additional Membership Interests, the Managing Member shall update the Schedule of Members attached hereto as Exhibit A upon such issuance to reflect, (i) in the case of a New Member, such New Member’s name, address, and the number and class of Additional Membership Interests issued to such New Member, and (ii) in the case of an existing Member, the number and class of Additional Membership Interests issued to such Member. The provisions of this Section 4.02 shall not be construed to replace, modify, or limit the restrictions set forth in Section 7.01.

Additional Membership Interests. Subject to Section 6.03(c) and Section 6.03(fManagement may issue additional membership interests in the Company (including so-called carried interests), additional Membership Interests of any class or series (“Additional Membership Interests”) may be created and issued options, warrants or other rights to acquire membership interests in the Company, to new or existing Members or to other Persons, and such other Persons may be admitted to the Company as New Members, on such terms and conditions as the Managing Member Management may determine is fair and reasonable, including, without limitation, pursuant to plans or programs for employees and contractors of and other persons affiliated with the Company. Management may do so without the necessity of calling for additional capital contributions from existing Members in accordance with Section 4.2; the prerogatives of Management under this paragraph are in addition to its prerogatives under Section 4.2. Notwithstanding any other provisions of this Operating Agreement, the Members hereby expressly acknowledge that Management may admit one or more individuals or entities who will be tenant-in- common co-owners, with Company, of the Property at the time that Company acquires its interest in the Property, as additional Class A Members of this Company (each, a “New Member” and collectively, the “New Members”), and each New Member shall contribute as its initial Capital Contribution its tenant-in- common fee interest in the Property. The Members hereby consent and agree to such admission and each New Member’s Capital Account shall be adjusted to equal the fair market value, calculated on the pro-rata portion of the purchase price of the property, as of the time such interest is contributed to Company and net of New Member’s pro-rata share of the debt, if any, which encumbers the Property at the time of admission; provided that, in the event the Initial Investor assigns its right to purchase any or all of the Additional Aggregate Class B Purchased Units pursuant to Section 2.01(i) of the Purchase Agreement, the Managing Member shall take all actions reasonably required to facilitate the admission, as New Memberscontribution, of any Additional Closing Class B Purchasers (other than the Initial Investor) who acquire any of the Additional Aggregate Class B Purchased Units at the Additional Closing pursuant to and in accordance with the Purchase Agreement. The terms of (a) admission of any New Member in connection with an issuance of Additional Membership Interests must specify the number of Additional Membership Interests to be issued to such New Member and the amount of the Initial Capital Contribution to be made to the Company by such New Member in respect of such Additional Membership Interests or (b) issuance of any Additional Membership Interests to any existing Members must specify the number of Additional Membership Interests to be issued to such existing Member and the amount of Capital Contribution to be made to the Company by such existing Member in respect of such Additional Membership Interests, and, in each case, may provide for the creation of different classes or groups of Members having different rights, powers, and duties, subject to Section 6.03(b). Any admission of a New Member in connection with an issuance of Additional Membership Interests is effective only after the Company shall have received (or is deemed to have received) such New Member’s Capital Contribution, such contributed tenant-in-common fee interest in the Property. Each New Member has executed and delivered shall receive Units equal to the Managing Member an instrument containing pro-rata purchase price of its contributed interest in the notice address Property, as of the date of the acquisition by Company and New Member of the Property and such net of New Member’s ratification pro-rata share of the purchase money debt, if any. The Company hereby agrees that in conjunction with admitting a New Member, it shall expressly assume the debt or financing encumbering New Member’s contributed interest in the Property. Management is hereby authorized to prepare and joinder execute all documents and instruments necessary to this Agreement admit each New Members as a Class A Member of the Company and agreement have each New Member bound to be bound by the terms and conditions set forth herein, and such New Member’s confirmation that the representations, warranties, and covenants in of this Agreement, including those set forth in Section 3.02 and Section 8.04, are true to prepare and correct with respect execute all documents and instruments necessary for the Company to such assume the debt from the New Member. At any time the Company issues Additional Membership Interests, the Managing Member shall update the Schedule of Members attached hereto as Exhibit A upon such issuance to reflect, (i) in the case of a New Member, such New Member’s name, address, and the number and class of Additional Membership Interests issued to such New Member, and (ii) in the case of an existing Member, the number and class of Additional Membership Interests issued to such Member. The provisions of this Section 4.02 shall not be construed to replace, modify, or limit the restrictions set forth in Section 7.01.

Additional Membership Interests. Subject (a) If the Members agree and the Manager has determined to raise additional capital by having the Company recapitalized or create an additional class of membership, the provisions of this Section 6.03(c6.03 will apply. (b) The Company shall be authorized to issue additional Membership Interests (denominated by series, if deemed advisable by the Manager) and Section 6.03(f)in additional classes of Members having such relative rights, additional powers, duties, privileges, economic benefits, voting interests and other characteristics as the Manager may deem advisable, including, without limitation, rights, powers and/or preferences senior or superior in any respect to those rights, powers and preferences granted to then-existing Members. Without limiting the generality of the foregoing, the Manager is authorized to cause the Company to fix and determine: (i) The Membership Units to be allocated to each series and the number of Membership Units to be authorized and issued to any new class of membership; (ii) The rate and time at which distributions on any class or series shall be paid, whether the distribution shall be cumulative and the participating or other special rights, if any, with respect to distributions; (iii) The voting powers, full or limited, if any, of any class or series; (iv) Whether the Membership Interests in any class or series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such Membership Interests may be redeemed and the terms and amount of any sinking fund or purchase fund, if any, for the purchase or redemption of Membership Interests in such class or series; (v) The amount(s) payable upon the Membership Interests of any class or series (“Additional Membership Interests”) may be created and issued to existing Members or to other Persons, and such other Persons may be admitted to the Company as New Members, on such terms and conditions as the Managing Member may determine at the time of admission; provided that, in the event of voluntary or involuntarily liquidation, dissolution, or winding up of the Initial Investor assigns Company; (vi) The terms upon which the holder of any Membership Interest in a class or series may convert its right Membership Interest into any other class or series; and (vii) The price or other consideration for which the Membership Interests of such class or series shall be issued. (c) The Company shall not issue any additional Membership Interests pursuant to purchase any or this Section 6.03 unless it shall have first offered to sell such Membership Interests to all of the Additional Aggregate Class B Purchased Units Members pursuant to this Section 2.01(i6.03 (c). (e) of In each instance in which the Purchase AgreementCompany has issued Membership Interests pursuant to this Section 6.03, the Managing Member shall take all actions reasonably required Manager will cause the Agreement to facilitate be amended designating the admissionnew information applicable by reason of such action (such as reflecting a new class and setting forth the terms applicable to such class), as New Members, which action will not require the approval of any Additional Closing Class B Purchasers (other than the Initial Investor) who acquire any of the Additional Aggregate Class B Purchased Units at the Additional Closing pursuant to and in accordance with the Purchase Agreement. The terms of (a) admission of any New Member in connection with an issuance of Additional Membership Interests must specify the number of Additional Membership Interests to be issued to such New Member and the amount of the Initial Capital Contribution to be made to the Company by such New Member in respect of such Additional Membership Interests or (b) issuance of any Additional Membership Interests to any existing Members must specify the number of Additional Membership Interests to be issued to such existing Member and the amount of Capital Contribution to be made to the Company by such existing Member in respect of such Additional Membership Interests, and, in each case, may provide for the creation of different classes or groups of Members having different rights, powers, and duties, subject to Section 6.03(b). Any admission of a New Member in connection with an issuance of Additional Membership Interests is effective only after the Company shall have received (or is deemed to have received) such New Member’s Capital Contribution, such New Member has executed and delivered to the Managing Member an instrument containing the notice address of the New Member and such New Member’s ratification of and joinder to this Agreement and agreement to be bound by the terms and conditions set forth herein, and such New Member’s confirmation that the representations, warranties, and covenants in this Agreement, including those set forth in Section 3.02 and Section 8.04, are true and correct with respect to such New Member. At any time the Company issues Additional Membership Interests, the Managing Member shall update the Schedule of Members attached hereto as Exhibit A upon such issuance to reflect, (i) in the case of a New Member, such New Member’s name, address, and the number and class of Additional Membership Interests issued to such New Member, and (ii) in the case of an existing Member, the number and class of Additional Membership Interests issued to such Member. The provisions of this Section 4.02 shall not be construed to replace, modify, or limit the restrictions set forth in Section 7.01other Members.

Additional Membership Interests. Subject (a) If the Members agree and the Manager has determined to raise additional capital by having the Company recapitalized or create an additional class of membership, the provisions of this Section 6.03(c6.03 will apply. (b) The Company shall be authorized to issue additional Membership Interests (denominated by series, if deemed advisable by the Manager) and Section 6.03(f)in additional classes of Members having such relative rights, additional powers, duties, privileges, economic benefits, voting interests and other characteristics as the Manager may deem advisable, including, without limitation, rights, powers and/or preferences senior or superior in any respect to those rights, powers and preferences granted to then-existing Members. Without limiting the generality of the foregoing, the Manager is authorized to cause the Company to fix and determine: (i) The Membership Units to be allocated to each series and the number of Membership Units to be authorized and issued to any new class of membership; (ii) The rate and time at which distributions on any class or series shall be paid, whether the distribution shall be cumulative and the participating or other special rights, if any, with respect to distributions; (iii) The voting powers, full or limited, if any, of any class or series; (iv) Whether the Membership Interests in any class or series shall be redeemable and, if so, the price(s) at which, and the terms and conditions on which, such Membership Interests may be redeemed and the terms and amount of any sinking fund or purchase fund, if any, for the purchase or redemption of Membership Interests in such class or series; (v) The amount(s) payable upon the Membership Interests of any class or series (“Additional Membership Interests”) may be created and issued to existing Members or to other Persons, and such other Persons may be admitted to the Company as New Members, on such terms and conditions as the Managing Member may determine at the time of admission; provided that, in the event of voluntary or involuntarily liquidation, dissolution, or winding up of the Initial Investor assigns Company; (vi) The terms upon which the holder of any Membership Interest in a class or series may convert its right Membership Interest into any other class or series; and (vii) The price or other consideration for which the Membership Interests of such class or series shall be issued. (c) The Company shall not issue any additional Membership Interests pursuant to purchase any or this Section 6.03 unless it shall have first offered to sell such Membership Interests to all of the Additional Aggregate Class B Purchased Units Members pursuant to Section 2.01(i) of the Purchase Agreement, the Managing Member shall take all actions reasonably required to facilitate the admission, as New Members, of any Additional Closing Class B Purchasers (other than the Initial Investor) who acquire any of the Additional Aggregate Class B Purchased Units at the Additional Closing pursuant to and in accordance with the Purchase Agreement. The terms of (a) admission of any New Member in connection with an issuance of Additional Membership Interests must specify the number of Additional Membership Interests to be issued to such New Member and the amount of the Initial Capital Contribution to be made to the Company by such New Member in respect of such Additional Membership Interests or (b) issuance of any Additional Membership Interests to any existing Members must specify the number of Additional Membership Interests to be issued to such existing Member and the amount of Capital Contribution to be made to the Company by such existing Member in respect of such Additional Membership Interests, and, in each case, may provide for the creation of different classes or groups of Members having different rights, powers, and duties, subject to Section 6.03(b). Any admission of a New Member in connection with an issuance of Additional Membership Interests is effective only after the Company shall have received (or is deemed to have received) such New Member’s Capital Contribution, such New Member has executed and delivered to the Managing Member an instrument containing the notice address of the New Member and such New Member’s ratification of and joinder to this Agreement and agreement to be bound by the terms and conditions set forth herein, and such New Member’s confirmation that the representations, warranties, and covenants in this Agreement, including those set forth in Section 3.02 and Section 8.04, are true and correct with respect to such New Member. At any time the Company issues Additional Membership Interests, the Managing Member shall update the Schedule of Members attached hereto as Exhibit A upon such issuance to reflect, (i) in the case of a New Member, such New Member’s name, address, and the number and class of Additional Membership Interests issued to such New Member, and (ii) in the case of an existing Member, the number and class of Additional Membership Interests issued to such Member. The provisions of this Section 4.02 shall not be construed to replace, modify, or limit the restrictions set forth in Section 7.016.03 (c).