Admission of Additional Members and Substituted Members and Creation of Additional Units. (a) Subject to the limitations set forth in this Article 3, and subject to Section 3.3(b), the Company may admit Additional Members and Substituted Members and may also issue additional Units or create and issue such additional classes or series of Membership Interests (or securities convertible into or exercisable or exchangeable for Membership Interests), having such designations, preferences and relative, participating or other special rights, powers and duties as the Board shall determine, including: (i) the right of any such class or series of Membership Interests to share in the Company’s distributions; (ii) the rights of any such class or series of Membership Interests upon dissolution or liquidation of the Company; and (iii) the right of any such class or series of Membership Interests to vote on matters relating to the Company and this Agreement. Upon the issuance pursuant to and in accordance with this Article 3 of any class or series of Membership Interests, the Board may, subject to Section 3.3(b)(v), amend any provision of this Agreement, and authorize any Person to execute, acknowledge, deliver, file and record, if required, such documents, to the extent necessary or desirable to reflect the admission of any Additional Member to the Company or the authorization and issuance of such class or series of Membership Interests (or securities convertible into or exercisable or exchangeable for a Membership Interest), and the related rights and preferences thereof.
(b) An Additional Member or Substituted Member shall be admitted to the Company with all the rights and obligations of a Member if (i) all applicable conditions of Article 9 are satisfied and (ii) such Additional Member or Substituted Member, if not already a party to this Agreement, shall have executed and delivered to the Company an Addendum Agreement in the form attached as Exhibit A (an “Addendum Agreement”) and such other documents or instruments as may be required in the Board’s reasonable judgment to effect the admission. No Disposition or issuance of Membership Interests otherwise permitted or required by this Agreement shall be effective, no Member shall have the right to substitute a transferee as a Member in its place with respect to any Membership Interests acquired by such transferee in any Disposition and no purchaser of newly issued Membership Interests from the Company shall be deemed to be a Member if the foregoing conditions are not satisfied.
(c) A transferee of Membersh...
Admission of Additional Members and Substituted Members and Creation of Additional Units
