Common use of Additional Units Clause in Contracts

Additional Units. (a) If approved by a Majority Vote, the Company is authorized to raise additional capital by offering and selling, or causing to be offered and sold, additional limited liability company interests in the Company ("ADDITIONAL UNITS") to any Person in such amounts and on such terms as the Board may determine. With respect to any issuance of Class D Units, or reissuance of Class D Units that are forfeited in accordance with SCHEDULE C hereto, the approval of a Majority Vote of Members shall not be required with respect thereto; PROVIDED, that (i) any issuance of Class D Units to Xxxxxx X. Xxxxxxx, C. Xxxx Xxxxxxx and the direct reports of Xxxxxx X. Xxxxxxx and any other person that reports to the Chairman or the Chief Executive Officer of Aurora Foods and that person's direct reports shall be in such amounts as the Chairman of the Company recommends to the Board subject to the approval of the Board, and (ii) any issuance of Class D Units to any other person shall be in such amounts as the President of Aurora Foods and the Chairman of the Company disclose to the Board after consultation with each other. Notwithstanding the foregoing, the Company is not authorized to issue any additional Class C Units unless all of the Class C Holders consent to such issuance in advance thereof. Each Person who subscribes for any of the Additional Units shall be admitted as an additional member of the Company (each, an "ADDITIONAL MEMBER" and collectively, the "ADDITIONAL MEMBERS") at the time such Person (i) executes this Agreement and the Securityholders Agreement or a counterpart of this Agreement and the Securityholders Agreement and (ii) is named as a Member on the Schedules hereto. The legal fees and expenses associated with such admission may be borne by the Company. (b) If Additional Units are issued pursuant to this Article XII such Additional Units will be treated for all purposes of this Agreement as Units as of the date of issuance.

Additional Units. (a) If approved by a Majority Vote, Additional Units and the Company is authorized to raise additional capital by offering and selling, or causing to be offered and sold, additional limited liability company interests in the Company ("ADDITIONAL UNITS") to any Person in represented by such amounts and on such terms as the Board may determine. With respect to any issuance of Class D Units, or reissuance of Class D Units that are forfeited in accordance with SCHEDULE C hereto, the approval of a Majority Vote of Members shall not be required with respect thereto; PROVIDED, that (i) any issuance of Class D Units to Xxxxxx X. Xxxxxxx, C. Xxxx Xxxxxxx and the direct reports of Xxxxxx X. Xxxxxxx and any other person that reports to the Chairman or the Chief Executive Officer of Aurora Foods and that person's direct reports shall be in such amounts as the Chairman of the Company recommends to the Board subject to the approval of the Board, and (ii) any issuance of Class D Units to any other person shall be in such amounts as the President of Aurora Foods and the Chairman of the Company disclose to the Board after consultation with each other. Notwithstanding the foregoing, the Company is not authorized to issue any additional Class C Units unless all of the Class C Holders consent to such issuance in advance thereof. Each Person who subscribes for any of the Additional Units shall be admitted as an additional member of established by the Company (each, an "ADDITIONAL MEMBER" and collectively, Managers pursuant to the "ADDITIONAL MEMBERS") at the time such Person (i) executes this Agreement and the Securityholders Agreement or a counterpart terms of this Agreement and shall be indicated in the Securityholders Agreement and (ii) is named as a Member on the Schedules hereto. The legal fees and expenses associated with such admission may be borne by records of the Company. (b) If Additional Subject to Sections 2.2(d) and 3.3(a), the Managers may, in their discretion, issue additional Units to existing Members and/or to Persons who are not Members (“Offered Units”). At least thirty (30) days prior to the date of the proposed issuance the Managers shall provide written notice to the Members of the terms of the proposed issuance (the “Issuance Notice”) and shall grant to all Members the right (a “Preemptive Right”), subject to the limitations set forth below, to subscribe for and, upon consummation of such issuance, purchase its pro rata share (for each Member, the percentage determined by dividing the number of Common Units held by such Member divided by the number of Common Units held by all Members) of each class and type of the Offered Units to be so issued (the “Pro Rata Share”) at the same price and on the same terms as reflected in the Issuance Notice; provided that with respect to Offered Units, at the request of any Member, the Company shall offer to such Member Units which have no voting rights (other than required by applicable law) and which are convertible into voting securities on the same terms as Common Units are convertible into other Common Units pursuant to Section 2.8, but which are otherwise identical to the Offered Units. Each Member shall be entitled to exercise such Preemptive Right for the Offered Units by giving written notice to the Managers within fifteen (15) days after receipt of the Issuance Notice (the “Election Notice”). The failure by a Member to exercise its Preemptive Right within such time period shall be deemed a waiver by such Member of its Preemptive Right. The delivery of an Election Notice shall be irrevocable on the Member delivering such Election Notice and each participating Member shall be bound and obligated to acquire in any such issuance on the same terms and conditions the number of Units such participating Member shall have specified in the Election Notice. If any Member does not purchase its Pro Rata Share within the time period provided, then each of the Members that has elected to exercise its Preemptive Right shall have the right to exercise its Pro Rata Share of the unexercised portion of the Offered Units. As soon as practicable, and in any event within ten (10) days, after the expiration of the fifteen (15) day period set forth above, the Managers shall deliver written notice to the Members setting forth the number of Offered Units such Member is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to issue such Offered Units which such Members have not elected to purchase during the ninety (90) days following such expiration, at a price that is not less than ninety-five percent (95%) of the price set forth in the Issuance Notice and on other terms and conditions no more favorable to the purchasers thereof than those offered to such Members. Any Offered Units not sold by the Company after such ninety (90) day period must be reoffered to the Members pursuant to the terms of Section 2.2(b). (d) Anything stated in Section 2.2(b) to the contrary notwithstanding, no Member shall have Preemptive Rights with respect to (i) the issuance of any Common Units after the date hereof for management incentive and/or compensation purposes for the benefit of employees as long as the number of such Units issued after the date hereof does not exceed 5% in the aggregate of the fully diluted Common Units, (ii) the issuance of up to 42,247 Class A Common Units and 42,247 Preferred Units (as such amounts may be adjusted to reflect the effects of Unit splits, Unit dividends and similar events) in exchange for units of Morning Pride Manufacturing LLC. (“Morning Pride”) held by Xxxxxxx and Xxxx Xxxxxxxx (the “Grilliots”) pursuant to the option agreement, as amended, between Morning Pride, Norcross Safety Products LLC., a Delaware limited liability company, and the Grilliots (the “Option Agreement”), (iii) the issuance of Class A Common Units and Preferred Units to Xxxxxx Xxxxxxx, F. Nato Sergi and Xxxxx Xxxxxxxx in connection with the acquisition of Arkon Safety Equipment, Inc. by North Safety Products Ltd. or another Affiliate of the Company, (iv) Units issued as consideration for an acquisition or joint venture transaction, (v) Units issued as an “equity kicker” in respect of indebtedness for borrowed money to persons not affiliated with any Member, or to any Member or other person that is affiliated with any Member, but only if such affiliate is receiving more than 50% of the equity so issued, (vi) Units issued pursuant to this Article XII such Additional a Public Sale or (vii) Class E Units will be treated for issued to Member Employees. For all purposes under this Agreement, all outstanding options or warrants or similar rights to acquire Common Units, issued after the date hereof, owned by or in favor of management and any Common Units purchased by management after the date hereof with the proceeds of loans or bonuses from the Company shall in all events be deemed issued for management incentive and/or compensation purposes. (e) Each Member may delegate its rights and obligations under this Agreement as Units as Section 2.2 to its Affiliates or among other Members of the date of issuancegroup.

Additional Units. (a) If approved by a Majority Vote, Additional Units and the Company is authorized to raise additional capital by offering and selling, or causing to be offered and sold, additional limited liability company interests in the Company ("ADDITIONAL UNITS") to any Person in represented by such amounts and on such terms as the Board may determine. With respect to any issuance of Class D Units, or reissuance of Class D Units that are forfeited in accordance with SCHEDULE C hereto, the approval of a Majority Vote of Members shall not be required with respect thereto; PROVIDED, that (i) any issuance of Class D Units to Xxxxxx X. Xxxxxxx, C. Xxxx Xxxxxxx and the direct reports of Xxxxxx X. Xxxxxxx and any other person that reports to the Chairman or the Chief Executive Officer of Aurora Foods and that person's direct reports shall be in such amounts as the Chairman of the Company recommends to the Board subject to the approval of the Board, and (ii) any issuance of Class D Units to any other person shall be in such amounts as the President of Aurora Foods and the Chairman of the Company disclose to the Board after consultation with each other. Notwithstanding the foregoing, the Company is not authorized to issue any additional Class C Units unless all of the Class C Holders consent to such issuance in advance thereof. Each Person who subscribes for any of the Additional Units shall be admitted as an additional member of established by the Company (each, an "ADDITIONAL MEMBER" and collectively, Managers pursuant to the "ADDITIONAL MEMBERS") at the time such Person (i) executes this Agreement and the Securityholders Agreement or a counterpart terms of this Agreement and shall be indicated in the Securityholders Agreement and (ii) is named as a Member on the Schedules hereto. The legal fees and expenses associated with such admission may be borne by records of the Company. (b) If Additional Subject to SECTIONS 2.2(d) and 3.3(a), the Managers may, in their discretion, issue additional Units to existing Members and/or to Persons who are not Members ("OFFERED UNITS"). At least thirty (30) days prior to the date of the proposed issuance the Managers shall provide written notice to the Members of the terms of the proposed issuance (the "ISSUANCE NOTICE") and shall grant to all Members the right (a "PREEMPTIVE RIGHT"), subject to the limitations set forth below, to subscribe for and, upon consummation of such issuance, purchase its pro rata share (for each Member, the percentage determined by dividing the number of Common Units held by such Member divided by the number of Common Units held by all Members) of each class and type of the Offered Units to be so issued (the "PRO RATA SHARE") at the same price and on the same terms as reflected in the Issuance Notice; PROVIDED that with respect to Offered Units, at the request of any -4- Member, the Company shall offer to such Member Units which have no voting rights (other than required by applicable law) and which are convertible into voting securities on the same terms as Common Units are convertible into other Common Units pursuant to SECTION 2.8, but which are otherwise identical to the Offered Units. Each Member shall be entitled to exercise such Preemptive Right for the Offered Units by giving written notice to the Managers within fifteen (15) days after receipt of the Issuance Notice (the "ELECTION NOTICE"). The failure by a Member to exercise its Preemptive Right within such time period shall be deemed a waiver by such Member of its Preemptive Right. The delivery of an Election Notice shall be irrevocable on the Member delivering such Election Notice and each participating Member shall be bound and obligated to acquire in any such issuance on the same terms and conditions the number of Units such participating Member shall have specified in the Election Notice. If any Member does not purchase its Pro Rata Share within the time period provided, then each of the Members that has elected to exercise its Preemptive Right shall have the right to exercise its Pro Rata Share of the unexercised portion of the Offered Units. As soon as practicable, and in any event within ten (10) days, after the expiration of the fifteen (15) day period set forth above, the Managers shall deliver written notice to the Members setting forth the number of Offered Units such Member is entitled to purchase, the aggregate purchase price and the time and place of the closing of the transaction. (c) Upon the expiration of the offering periods described above, the Company shall be entitled to issue such Offered Units which such Members have not elected to purchase during the ninety (90) days following such expiration, at a price that is not less than ninety-five percent (95%) of the price set forth in the Issuance Notice and on other terms and conditions no more favorable to the purchasers thereof than those offered to such Members. Any Offered Units not sold by the Company after such ninety (90) day period must be reoffered to the Members pursuant to the terms of SECTION 2.2(b). (d) Anything stated in SECTION 2.2(b) to the contrary notwithstanding, no Member shall have Preemptive Rights with respect to (i) the issuance of any Common Units after the date hereof for management incentive and/or compensation purposes for the benefit of employees as long as the number of such Units issued after the date hereof does not exceed 5% in the aggregate of the fully diluted Common Units, (ii) the issuance of up to 42,247 Class A Common Units and 42,247 Preferred Units (as such amounts may be adjusted to reflect the effects of Unit splits, Unit dividends and similar events) in exchange for units of Morning Pride Manufacturing L.L.C. ("MORNING PRIDE") held by Xxxxxxx and Xxxx Xxxxxxxx (the "GRILLIOTS") pursuant to the option agreement, as amended, between Morning Pride, Norcross Safety Products L.L.C., a Delaware limited liability company, and the Grilliots (the "OPTION AGREEMENT"), (iii) the issuance of Class A Common Units and Preferred Units to Xxxxxx Xxxxxxx, F.Nato Sergi and Xxxxx Xxxxxxxx in connection with the acquisition of Arkon Safety Equipment, Inc. by North Safety Products Ltd. or another Affiliate of the Company, (iv) Units issued as consideration for an acquisition or joint venture transaction, (v) Units issued as an "equity kicker" in respect of indebtedness for borrowed money to persons not affiliated with any Member, or to any Member or other person that is affiliated with any Member, but only if such affiliate is receiving more than 50% of the equity so issued, (vi) Units issued upon exercise of the Warrants, or (vii) Units issued pursuant to this Article XII such Additional Units will be treated for a Public Sale. For all purposes under this Agreement, all outstanding options or warrants or similar rights to acquire Common Units, issued after the date hereof, owned by or in favor of management and any Common Units purchased by management after the date hereof with the proceeds of loans or bonuses from the Company shall in all events be deemed issued for management incentive and/or compensation purposes. (e) Each Member may delegate its rights and obligations under this Agreement as Units as Section2.2 to its Affiliates or among other Members of the date of issuancegroup.

Additional Units. (a) If approved by a Majority VoteKCPL may, the Company is authorized to raise additional capital by offering and sellingat its sole discretion, cause or causing to be offered and sold, additional limited liability company interests in the Company ("ADDITIONAL UNITS") to any Person in such amounts and on such terms as the Board may determine. With respect to any issuance of Class D Units, or reissuance of Class D Units that are forfeited in accordance with SCHEDULE C hereto, the approval of a Majority Vote of Members shall not be required with respect thereto; PROVIDED, that permit (i) any issuance the construction and operation of Class D an Additional Unit or Additional Units to Xxxxxx X. Xxxxxxx, C. Xxxx Xxxxxxx and all facilities related thereto on the direct reports of Xxxxxx X. Xxxxxxx and any other person that reports to the Chairman or the Chief Executive Officer of Aurora Foods and that person's direct reports shall be in such amounts as the Chairman of the Company recommends to the Board subject to the approval of the BoardInitial Iatan Station Site, and (ii) the relocation or modification of any issuance of Class D Units the facilities and property then included in Iatan Unit 2 Facility and any solely-owned facilities then located on the Initial Iatan Station Site for construction and operation of any such Additional Unit and its related facilities; provided (A) that such construction and operation will not unreasonably interfere with or materially impair the use of the facilities and property then included in the Initial Iatan Station Site or otherwise located on the Initial Iatan Station Site, or materially impair the generation output of Unit 2 or materially increase the costs of owning and/or operating Unit 2, (B) that, to any other person the extent appropriate, proportional adjustments of the Common Facilities Ownership Shares shall be made, by the Unit 2 Owners pursuant to the formula in such amounts as Section 2.2(g), to reflect the President changed undivided ownership interests of Aurora Foods the Owners in the Common Facilities and the Chairman Initial Iatan Station Site as capital transactions, subject to compliance with the applicable provisions of any related security agreement contemplated in Section 10.2 hereof, (C) that the use of the Company disclose to Common Facilities by any Additional Units shall not materially impair the Board after consultation with each othergeneration output of Unit 2 or materially increase the costs of owning and/or operating Unit 2 or the Common Facilities, and (D) that all other costs thereof, including any such relocation or modification costs, are borne by the owners of such Additional Unit(s). Notwithstanding the foregoingprovisions of Sections 15.6 and 15.9 of this Agreement, the Company is this Section 2.4(a) shall not authorized be deemed to issue any additional Class C Units unless all amend Section 1.8 of the Class C Holders consent to such issuance in advance thereof. Each Person who subscribes for any of the Additional Units shall be admitted as an additional member of the Company (each, an "ADDITIONAL MEMBER" and collectively, the "ADDITIONAL MEMBERS") at the time such Person (i) executes this Agreement and the Securityholders Agreement or a counterpart of this Agreement and the Securityholders Agreement and (ii) is named as a Member on the Schedules hereto. The legal fees and expenses associated with such admission may be borne by the CompanyIatan Unit 1 Ownership Agreement. (b) If Subject to any necessary regulatory or lender approval or release of any applicable mortgage indenture, the proportional adjustments to be made in such undivided ownership interests in the Common Facilities prior to the construction of any Additional Units are issued pursuant Unit shall be reflected by purchases and sales (at the depreciated original cost thereof to this Article XII the selling Owner, including any allowance for funds used during construction or in the case of KEPCO or MJMEUC, capitalized interest or other similar cost component) of such portions thereof as will 21266434\V-1 result in the revised Common Facilities Ownership Shares of all Owners and the owners of such Additional Units Unit in the Common Facilities as determined in a manner consistent with the formula set forth in Section 2.2(g) taking into account the owners of such Additional Unit. (c) Subject to any necessary regulatory or lender approval or release of any applicable mortgage indenture, and if appropriate, the proportional adjustments to be made in such undivided ownership interests in the Initial Iatan Station Site, prior to the construction of any Additional Unit, shall be reflected by purchases and sales (at the depreciated original cost thereof to the selling Owner, including any allowance for funds used during construction properly recorded on the books of such seller) of such portions thereof as will be treated for all purposes of this Agreement as Units as adjust the Ownership Shares of the date affected Owners, including the owners of issuancesuch Additional Unit, in proportion to their ownership interests in the Total Gross Capacity, as related to the Initial Net Accredited Capacity, of all units including the Nominal Gross Capacity of the Additional Unit to be constructed at the Initial Iatan Station Site in proportion to (x) their resultant ownership interests in those Common Facilities applicable to all four units contemplated at the Initial Iatan Station Site, times (y) the number of units constructed at the Initial Iatan Station Site including the Additional Unit then to be constructed, divided by (z) four; provided that KCPL’s ownership interest in the Initial Iatan Station Site shall also include those portions of the Initial Iatan Station Site allocable to the remaining four units (i.e., exclusive of the existing and the Additional Unit then to be constructed) at the Initial Iatan Station Site. (d) It is intended that the Common Facilities for Unit 2 will not include any facilities that are exclusively for any Additional Units. Facilities that have no relation to a particular unit will not be allocated to the owners of such unit. (e) Notwithstanding anything in this Section 2.4, neither MJMEUC nor KEPCO shall be required to obtain an ownership interest in the Initial Iatan Station Site.

Additional Units. ‌ (a) If approved by a Majority VoteUpon approval of the Requisite Members, the Company is authorized to raise may authorize and issue additional capital by offering and selling, Units or causing to be offered and sold, additional limited liability company other interests in the Company for such consideration as the Manager and the Requisite Members shall approve. Any additional Units offered after the termination of the Offering Period ("ADDITIONAL UNITS"“Additional Units”) shall have such rights and restrictions (including distribution rights) as approved by the Manager and the Requisite Members and shall be subject to the preemptive rights of the Members provided in Section 3.3(b). (b) The Manager shall offer each Member the right, but not the obligation, to purchase up to its pro rata portion (based on each Member’s Percentage Interest) of any Additional Units by providing written notice of the offering (“Preemptive Rights Notice”) to the Members, which notice shall include a brief description of the rights and restrictions of such Additional Units, and the price and terms upon which it will offer such Additional Units. Within fifteen (15) days after the Preemptive Rights Notice is given, each Member may elect to purchase up to its pro rata portion (based on such Member’s Percentage Interest) of the Additional Units by providing written notice to the Company of such election, which notice shall include the number of Additional Units the Member irrevocably elects to purchase. If all of the Additional Units referred to in the Preemptive Rights Notice are not elected to be purchased by the Members or the Company or the closing of such purchase of all or a portion of the Additional Units is not consummated within forty-five (45) days after the Preemptive Rights Notice is given, the Company, during the period starting sixteen (16) days after the date of Preemptive Rights Notice and ending one hundred eighty (180) days after the date of the Preemptive Rights Notice, may offer and sell the remaining unsubscribed and unsold portion of the Additional Units to any Person at a price not less than, and upon terms no more favorable than, those specified in the Preemptive Rights Notice. If the Company does not sell such amounts and on Additional Units within such terms as period or enter into an agreement for the Board may determine. With respect to any issuance sale of Class D Unitssuch Additional Units within such period, or reissuance of Class D Units that are forfeited in accordance with SCHEDULE C hereto, the approval of a Majority Vote of Members shall if such agreement is not be required with respect thereto; PROVIDED, that consummated within thirty (i30) any issuance of Class D Units to Xxxxxx X. Xxxxxxx, C. Xxxx Xxxxxxx and the direct reports of Xxxxxx X. Xxxxxxx and any other person that reports to the Chairman or the Chief Executive Officer of Aurora Foods and that person's direct reports shall be in such amounts as the Chairman days of the Company recommends to the Board subject to the approval of the Boardexecution thereof, and (ii) any issuance of Class D Units to any other person shall be in such amounts as the President of Aurora Foods and the Chairman of the Company disclose to the Board after consultation with each other. Notwithstanding the foregoing, the Company is not authorized to issue any additional Class C Units unless all of the Class C Holders consent to such issuance in advance thereof. Each Person who subscribes for any of the Additional Units shall be admitted as an additional member of reoffered to Members in accordance with this Section 3.3(b) in the event the Company (each, an "ADDITIONAL MEMBER" desires to issue and collectively, the "ADDITIONAL MEMBERS") at the time such Person (i) executes this Agreement and the Securityholders Agreement or a counterpart of this Agreement and the Securityholders Agreement and (ii) is named as a Member on the Schedules hereto. The legal fees and expenses associated with such admission may be borne by the Company. (b) If Additional Units are issued pursuant to this Article XII sell such Additional Units will be treated for all purposes of this Agreement as Units as of the date of issuancethereafter.

Additional Units. (a) If approved by a Majority Vote, The Managers are hereby authorized to cause the Company is authorized to raise issue additional capital by offering and sellingUnits, or causing to be offered and soldoptions, additional limited liability company interests in rights, warrants or appreciation rights relating thereto, or any other type of equity security that the Company may lawfully issue ("ADDITIONAL UNITS") “Additional Units”), to any Person Person, if the Managers determine in such amounts and on such terms as good faith that the Board may determine. Company has a need for additional Capital Contributions for any proper Company purpose. (b) With respect to any issuance of Class D Units, or reissuance of Class D Additional Units that are forfeited in accordance with SCHEDULE C hereto, issued by the approval of a Majority Vote of Members shall not be required with respect thereto; PROVIDED, that Company: (i) any issuance of Class D Units to Xxxxxx X. Xxxxxxx, C. Xxxx Xxxxxxx and the direct reports of Xxxxxx X. Xxxxxxx and any other person that reports Prior to the Chairman Company issuing, other than in an Excluded Issuance, any Additional Units, each Member shall have the right to purchase the number or the Chief Executive Officer amount of Aurora Foods and Additional Units being issued such that person's direct reports shall be in after each such amounts as the Chairman of the Company recommends issuance, such Member will have a Percentage Interest equal to the Board its Percentage Interest immediately prior to such issuance (subject to the approval of the Board, and subsection (ii) below, the maximum number or amount of Additional Units that can be purchased by a Member in a particular issuance shall be such Member's “Pro Rata Share”). (ii) The Company shall give each Member at least fifteen (15) days' prior Notice (the “Issuance Notice”) of any proposed issuance of Class D Additional Units other than an Excluded Issuance, which Issuance Notice shall set forth in reasonable detail the proposed terms and conditions of such issuance and shall offer to any other person each Member the opportunity to purchase its Pro Rata Share (which Pro Rata Share shall be in calculated as of the date of such amounts Issuance Notice) of the Additional Units at the same price, on the same terms and conditions and at the same time as the President of Aurora Foods Additional Units are proposed to be issued by the Company. If any Member wishes to exercise its preemptive rights, it must do so by delivering a binding and irrevocable written Notice to the Chairman Company within thirty (30) days after delivery by the Company of the Company disclose Issuance Notice (the “Election Period”), which Notice shall state the amount of Additional Units such Member (each, a “Requesting Purchaser”) would like to the Board after consultation with each other. Notwithstanding the foregoing, the Company is not authorized purchase up to issue any additional Class C Units unless all a maximum amount equal to such Requesting Purchaser's Pro Rata Share of the Class C Holders consent total offering amount plus the additional amount of Additional Units such Requesting Purchaser would like to purchase in excess of his, her or its Pro Rata Share (the “Over-Allotment Amount”), if any, if other Members do not elect to purchase their full Pro Rata Share of the Additional Units. The rights of each Requesting Purchaser to purchase Additional Units in excess of each such issuance in advance thereof. Each Person who subscribes for any Requesting Purchaser's Pro Rata Share of the Additional Units shall be admitted as an additional member of the Company (each, an "ADDITIONAL MEMBER" and collectively, the "ADDITIONAL MEMBERS") at the time such Person (i) executes this Agreement and the Securityholders Agreement or a counterpart of this Agreement and the Securityholders Agreement and (ii) is named as a Member based on the Schedules hereto. The legal fees and expenses associated with relative Pro Rata Shares of those Requesting Purchasers desiring Over-Allotment Amounts (or as otherwise agreed to by such admission may be borne by the CompanyRequesting Purchasers). (biii) If not all of the Additional Units are issued subscribed for by the Members, the Company shall have the right, but shall not be required, to issue and sell the unsubscribed portion of the Additional Units to a Person or Persons other than the Members at any time during the ninety (90) days following the termination of the Election Period pursuant to this Article XII the terms and conditions set forth in the Issuance Notice. The Managers may, in their discretion, impose such Additional Units will be treated for all purposes of this Agreement other reasonable and customary terms and procedures such as Units as of the date of issuancesetting a closing date, and requiring customary closing deliveries in connection with any pre-emptive rights offering.

Additional Units. (a) If approved by a Majority VoteIn addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company is authorized Partnership hereby grants an option to raise additional capital the Underwriters, severally and not jointly, to purchase up to their respective number of Additional Units at a price per Common Unit equal to the Purchase Price referred to in Section 2(a) above. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by offering the Representatives to the Partnership setting forth the number of Additional Units as to which the several Underwriters are then exercising the option and sellingthe time and date of payment and delivery for such Additional Units. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, or causing to but shall not be offered and sold, additional limited liability company interests in later than seven full business days after the Company exercise of said option ("ADDITIONAL UNITS") to any Person in such amounts and on such terms as the Board may determine. With respect to any issuance of Class D Units, or reissuance of Class D Units that are forfeited unless postponed in accordance with SCHEDULE C heretothe provisions of Section 10), the approval of a Majority Vote of Members shall not be required with respect thereto; PROVIDED, that (i) nor in any issuance of Class D Units to Xxxxxx X. Xxxxxxx, C. Xxxx Xxxxxxx and the direct reports of Xxxxxx X. Xxxxxxx and any other person that reports event prior to the Chairman Closing Date. If the option is exercised as to all or the Chief Executive Officer of Aurora Foods and that person's direct reports shall be in such amounts as the Chairman of the Company recommends to the Board subject to the approval of the Board, and (ii) any issuance of Class D Units to any other person shall be in such amounts as the President of Aurora Foods and the Chairman of the Company disclose to the Board after consultation with each other. Notwithstanding the foregoing, the Company is not authorized to issue any additional Class C Units unless all of the Class C Holders consent to such issuance in advance thereof. Each Person who subscribes for any portion of the Additional Units shall be admitted as an additional member Units, the Partnership will sell to the Underwriters that proportion of the Company (each, an "ADDITIONAL MEMBER" and collectively, the "ADDITIONAL MEMBERS") at the time such Person (i) executes this Agreement and the Securityholders Agreement or a counterpart total number of this Agreement and the Securityholders Agreement and (ii) is named as a Member on the Schedules hereto. The legal fees and expenses associated with such admission may be borne by the Company. (b) If Additional Units are issued then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Additional Units then being purchased which the number of Firm Units set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to this Article XII the provisions of Section 10 hereof, bears to the total number of Firm Units, subject in each case to such Additional Units will be treated for all purposes adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of this Agreement as Units as of the date of issuancefractional shares.

Additional Units. (a) If approved by a Majority Vote, the Company is authorized to raise additional capital by offering and selling, or causing to be offered and sold, additional limited liability company interests in the Company ("ADDITIONAL UNITSAdditional Units") to any Person in such amounts and on such terms as the Board may determine. With respect to any issuance of Class D Units, or reissuance of Class D Units that are forfeited in accordance with SCHEDULE Schedule C hereto, the approval of a Majority Vote of Members shall not be required with respect thereto; PROVIDEDprovided, that (i) any issuance of Class D Units to Xxxxxx X. Xxxxxxx, C. Xxxx Xxxxxxx and the direct reports of Xxxxxx X. Xxxxxxx and any other person that reports to the Chairman or the Chief Executive Officer of Aurora Foods the Operating Company and that person's direct reports shall be in such amounts as the Chairman of the Company recommends to the Board subject to the approval of the Board, and (ii) any issuance of Class D Units to any other person shall be in such amounts as the President of Aurora Foods the Operating Company and the Chairman of the Company disclose to the Board after consultation with each other. Notwithstanding the foregoing, the Company is not authorized to issue any additional Class C Units unless all of the Class C Holders consent to such issuance in advance thereof. Each Person who subscribes for any of the Additional Units shall be admitted as an additional member of the Company (each, an "ADDITIONAL MEMBERAdditional Member" and collectively, the "ADDITIONAL MEMBERSAdditional Members") at the time such Person (i) executes this Agreement and the Securityholders Agreement or a counterpart of this Agreement and the Securityholders Agreement and (ii) is named as a Member on the Schedules hereto. The legal fees and expenses associated with such admission may be borne by the Company. (b) If Additional Units are issued pursuant to this Article XII such Additional Units will be treated for all purposes of this Agreement as Units as of the date of issuance.

Additional Units. (a) If If, but only if, approved by a Majority ----------------- Vote, the Company is authorized to raise additional capital by offering and selling, or causing to be offered and sold, additional limited liability company interests in the Company ("ADDITIONAL UNITSAdditional Units") to any Person in such amounts and on such terms as the Board Members may determine. With respect ; provided, however, that the Company shall first provide each of the Members with written notice of such proposed offer or sale of Additional Units and afford the Members, for a thirty (30) day period following the date of such notice, a right of first refusal to any issuance of Class D purchase the Additional Units, or reissuance which right shall be allocated pro rata among all of Class D the Members desiring to participate in such purchase in proportion to the number of Additional Units that are forfeited to be sold and in accordance with SCHEDULE C hereto, the approval of a Majority Vote of Members shall not be required with respect thereto; PROVIDED, that (i) any issuance of Class D Units to Xxxxxx X. Xxxxxxx, C. Xxxx Xxxxxxx and the direct reports of Xxxxxx X. Xxxxxxx and any other person that reports to the Chairman or the Chief Executive Officer of Aurora Foods and that person's direct reports shall be in such amounts procedures as the Chairman Manager shall specify. If the Members do not elect to purchase all of the Company recommends Additional Units proposed to the Board subject to the approval of the Board, and be sold within such thirty (ii30) any issuance of Class D Units to any other person shall be in such amounts as the President of Aurora Foods and the Chairman of the Company disclose to the Board after consultation with each other. Notwithstanding the foregoingday period, the Company is shall be entitled to offer and sell, or cause to be offered and sold, such Additional Units not authorized otherwise purchased by the Members pursuant to issue any additional Class C Units unless all of the Class C Holders consent to this Section 12.1, provided that such issuance in advance thereofsale takes place within thirty (30) days thereafter. Each Person who subscribes for any of the Additional Units shall be admitted as an additional member of the Company (each, an "ADDITIONAL MEMBERAdditional Member" and collectively, the "ADDITIONAL MEMBERSAdditional Members") at the time such Person (i) executes this Agreement and the Securityholders Agreement or a counterpart of this Agreement and the Securityholders Agreement and (ii) is named as a Member on the Schedules Schedule A hereto. The legal fees and expenses associated with such admission may shall be borne by the Company. (b) If Additional Units are issued pursuant to this Article XII such Additional Units will be treated for all purposes of this Agreement as Units as of the date of issuance.

Additional Units. (a) If approved by a Majority VoteKCPL may, the Company is authorized to raise additional capital by offering and sellingat its sole discretion, cause or causing to be offered and sold, additional limited liability company interests in the Company ("ADDITIONAL UNITS") to any Person in such amounts and on such terms as the Board may determine. With respect to any issuance of Class D Units, or reissuance of Class D Units that are forfeited in accordance with SCHEDULE C hereto, the approval of a Majority Vote of Members shall not be required with respect thereto; PROVIDED, that permit (i) any issuance the construction and operation of Class D an Additional Unit or Additional Units to Xxxxxx X. Xxxxxxx, C. Xxxx Xxxxxxx and all facilities related thereto on the direct reports of Xxxxxx X. Xxxxxxx and any other person that reports to the Chairman or the Chief Executive Officer of Aurora Foods and that person's direct reports shall be in such amounts as the Chairman of the Company recommends to the Board subject to the approval of the BoardInitial Iatan Station Site, and (ii) the relocation or modification of any issuance of Class D Units the facilities and property then included in Iatan Unit 2 Facility and any solely-owned facilities then located on the Initial Iatan Station Site for construction and operation of any such Additional Unit and its related facilities; provided (A) that such construction and operation will not unreasonably interfere with or materially impair the use of the facilities and property then included in the Initial Iatan Station Site or otherwise located on the Initial Iatan Station Site, or materially impair the generation output of Unit 2 or materially increase the costs of owning and/or operating Unit 2, (B) that, to any other person the extent appropriate, proportional adjustments of the Common Facilities Ownership Shares shall be made, by the Unit 2 Owners pursuant to the formula in such amounts as Section 2.2(g), to reflect the President changed undivided ownership interests of Aurora Foods the Owners in the Common Facilities and the Chairman Initial Iatan Station Site as capital transactions, subject to compliance with the applicable provisions of any related security agreement contemplated in Section 10.2 hereof, (C) that the use of the Company disclose to Common Facilities by any Additional Units shall not materially impair the Board after consultation with each othergeneration output of Unit 2 or materially increase the costs of owning and/or operating Unit 2 or the Common Facilities, and (D) that all other costs thereof, including any such relocation or modification costs, are borne by the owners of such Additional Unit(s). Notwithstanding the foregoingprovisions of Sections 15.6 and 15.9 of this Agreement, the Company is this Section 2.4(a) shall not authorized be deemed to issue any additional Class C Units unless all amend Section 1.8 of the Class C Holders consent to such issuance in advance thereof. Each Person who subscribes for any of the Additional Units shall be admitted as an additional member of the Company (each, an "ADDITIONAL MEMBER" and collectively, the "ADDITIONAL MEMBERS") at the time such Person (i) executes this Agreement and the Securityholders Agreement or a counterpart of this Agreement and the Securityholders Agreement and (ii) is named as a Member on the Schedules hereto. The legal fees and expenses associated with such admission may be borne by the CompanyIatan Unit 1 Ownership Agreement. (b) If Subject to any necessary regulatory or lender approval or release of any applicable mortgage indenture, the proportional adjustments to be made in such undivided ownership interests in the Common Facilities prior to the construction of any Additional Units are issued pursuant Unit shall be reflected by purchases and sales (at the depreciated original cost thereof to this Article XII the selling Owner, including any allowance for funds used during construction or in the case of KEPCO or MJMEUC, capitalized interest or other similar cost component) of such portions thereof as will result in the revised Common Facilities Ownership Shares of all Owners and the owners of such Additional Units Unit in the Common Facilities as determined in a manner consistent with the formula set forth in Section 2.2(g) taking into account the owners of such Additional Unit. (c) Subject to any necessary regulatory or lender approval or release of any applicable mortgage indenture, and if appropriate, the proportional adjustments to be made in such undivided ownership interests in the Initial Iatan Station Site, prior to the construction of any Additional Unit, shall be reflected by purchases and sales (at the depreciated original cost thereof to the selling Owner, including any allowance for funds used during construction properly recorded on the books of such seller) of such portions thereof as will be treated for all purposes of this Agreement as Units as adjust the Ownership Shares of the date affected Owners, including the owners of issuancesuch Additional Unit, in proportion to their ownership interests in the Total Gross Capacity, as related to the Initial Net Accredited Capacity, of all units including the Nominal Gross Capacity of the Additional Unit to be constructed at the Initial Iatan Station Site in proportion to (x) their resultant ownership interests in those Common Facilities applicable to all four units contemplated at the Initial Iatan Station Site, times (y) the number of units constructed at the Initial Iatan Station Site including the Additional Unit then to be constructed, divided by (z) four; provided that KCPL’s ownership interest in the Initial Iatan Station Site shall also include those portions of the Initial Iatan Station Site allocable to the remaining four units (i.e., exclusive of the existing and the Additional Unit then to be constructed) at the Initial Iatan Station Site. (d) It is intended that the Common Facilities for Unit 2 will not include any facilities that are exclusively for any Additional Units. Facilities that have no relation to a particular unit will not be allocated to the owners of such unit. (e) Notwithstanding anything in this Section 2.4, neither MJMEUC nor KEPCO shall be required to obtain an ownership interest in the Initial Iatan Station Site.