Common use of Authorization and Issuance of Additional Membership Interests Clause in Contracts

Authorization and Issuance of Additional Membership Interests. (a) The Board of Managers shall have the right to cause the Company to issue and/or create and issue at any time after the Effective Date, and for such amount and form of consideration as the Board of Managers may determine, subject to the provisions of Section 7.10(a)(ii), Section 7.10(a)(v) and Section 12.3, (i) Permitted Additional Membership Interests, (ii) additional GM Preferred Membership Interests to be issued to the Initial Class A Holders pursuant to Section 5.1(d), and (iii) also subject to Section 7.10(a)(viii), Section 7.11(a) and Section 7.12(a), (A) other additional Membership Interests (of existing classes or new classes) or other Equity Securities of the Company (including creating additional classes or series thereof having such powers, designations, preferences and rights as may be determined by the Board of Managers) and (B) Class C Membership Interests, in one or more series. In connection with the foregoing, the Board of Managers shall have the power to make such amendments to this Agreement in order to provide for such Permitted Additional Membership Interests, GM Preferred Membership Interests or additional series of Class C Membership Interests (provided, that the aggregate Class C Membership Interests shall not exceed 6,970) or, subject to Section 7.10(a)(viii), Section 7.11(a) and Section 7.12(a), other additional Membership Interests, and such powers, designations and preferences and rights as the Board of Managers in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance notwithstanding Section 14.1; provided that any such amendment shall not reasonably be expected to have a material and adverse effect on any Member, in its capacity as such, that would be borne disproportionately by such Member relative to other Members having comparable rights under this Agreement with respect to the Membership Interests held by such Member and other Members prior to such amendment (unless such Member consents in writing thereto); provided further that any such amendment shall not have the effect of treating any Member’s right to receive distributions pursuant to Article V or Article X differently with respect to such distributions than other Members that are entitled to receive distributions pursuant to the same provision of Article V or Article X with respect to the Membership Interests held by such Member and other Members prior to such amendment, whether or not of the same class of Membership Interests (unless the holders of a majority of the Membership Interests so differently treated consent in writing thereto).

Authorization and Issuance of Additional Membership Interests. (a) The Board of Managers shall have the right to cause the Company to issue and/or create and issue at any time after the Effective Date, and for such amount and form of consideration as the Board of Managers may determine, subject to the provisions of Section 7.10(a)(ii)7.16, Section 7.10(a)(v) and Section 12.3, and Section 14.1 (i) Permitted Additional Membership Interests, Interests and (ii) additional GM Preferred Membership Interests to be issued to the Initial Class A Holders pursuant to Section 5.1(d), and (iii) also subject to Section 7.10(a)(viii), Section 7.11(a) and Section 7.12(a), (A) other additional Membership Interests (of existing classes or new classes) or other Equity Securities of the Company (including creating additional classes or series thereof having such powers, designations, preferences and rights as may be determined by the Board of Managers) and (B) Class C Membership Interests, in one or more series; provided, however, that, without the prior written consent of the Majority Holders, the Board of Managers shall not have the right to cause the Company to issue or create after March 24, 2009 more than 108,000 Membership Interests in the aggregate. In connection with the foregoing, subject to Section 7.16, the Board of Managers shall have the power to make such amendments to this Agreement in order to provide for such Permitted Additional Membership Interests, additional GM Preferred Membership Interests or additional series of Class C Membership Interests (provided, that the aggregate Class C Membership Interests shall not exceed 6,970) or, subject to Section 7.10(a)(viii7.10(a)(i), Section 7.11(a7.11(a)(i), Section 7.12(a)(i) and Section 7.12(a)7.16, other additional Membership Interests, and such powers, designations and preferences and rights as the Board of Managers in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance notwithstanding Section 14.1issuance; provided that any such amendment shall not reasonably be expected to have a material and adverse effect on any Member, in its capacity as such, that would be borne disproportionately by such Member relative to other Members having comparable rights under this Agreement with respect to the Membership Interests held by such Member and other Members prior to such amendment (unless such Member consents in writing thereto); provided further that any such amendment shall not have the effect of treating any Member’s right to receive distributions pursuant to Article V or Article X differently with respect to such distributions than other Members that are entitled to receive distributions pursuant to the same provision of Article V or Article X with respect to the Membership Interests held by such Member and other Members prior to such amendment, whether or not of the same class of Membership Interests (unless the holders of a majority of the Membership Interests so differently treated consent in writing thereto).

Authorization and Issuance of Additional Membership Interests. (a) The Board of Managers shall have the right to cause the Company to issue and/or create and issue at any time after the Effective Date, and for such amount and form of consideration as the Board of Managers may determine, subject to the provisions of Section 7.10(a)(ii)7.10, Section 7.10(a)(v) and Section 12.3, and Section 14.1 (i) Permitted Additional Membership Interests, Interests and (ii) additional GM Preferred Membership Interests to be issued to the Initial Class A Holders pursuant to Section 5.1(d), and (iii) also subject to Section 7.10(a)(viii), Section 7.11(a) and Section 7.12(a), (A) other additional Membership Interests (of existing classes or new classes) or other Equity Securities of the Company (including creating additional classes or series thereof having such powers, designations, preferences and rights as may be determined by the Board of Managers) and (B) Class C Membership Interests, in one or more series; provided, however, that, without the prior written consent of the Majority Holders, the Board of Managers shall not have the right to cause the Company to issue or create after March 24, 2009 more than 244,064 Membership Interests in the aggregate. For the avoidance of doubt, the Majority Holders shall be deemed to have given such consent to the issuance of the Common Membership Interests issuable to the Class F Preferred Interest Holder pursuant to the conversion of the Class F Preferred Interests into Common Membership Interests. In connection with the foregoing, subject to Section 7.10, the Board of Managers shall have the power to make such amendments to this Agreement in order to provide for such Permitted Additional Membership Interests, additional GM Preferred Membership Interests or additional series of Class C Membership Interests (provided, that the aggregate Class C Membership Interests shall not exceed 6,970) or, subject to Section 7.10(a)(viii7.10(a)(i), Section 7.11(a7.11(a)(i), Section 7.12(a)(i) and Section 7.12(a)7.10, other additional Membership Interests, and such powers, designations and preferences and rights as the Board of Managers in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance notwithstanding Section 14.1issuance; provided that any such amendment shall not reasonably be expected to have a material and adverse effect on any Member, in its capacity as such, that would be borne disproportionately by such Member relative to other Members having comparable rights under this Agreement with respect to the Membership Interests held by such Member and other Members prior to such amendment (unless such Member consents in writing thereto); provided further that any such amendment shall not have the effect of treating any Member’s right to receive distributions pursuant to Article V or Article X differently with respect to such distributions than other Members that are entitled to receive distributions pursuant to the same provision of Article V or Article X with respect to the Membership Interests held by such Member and other Members prior to such amendment, whether or not of the same class of Membership Interests (unless the holders of a majority of the Membership Interests so differently treated consent in writing thereto).

Authorization and Issuance of Additional Membership Interests. (a) The Board of Managers shall have the right to cause the Company to issue and/or create and issue at any time after the Effective Date, and for such amount and form of consideration as the Board of Managers may determine, subject to the provisions of Section 7.10(a)(ii)7.10, Section 7.10(a)(v) and Section 12.3, and Section 14.1 (i) Permitted Additional Membership Interests, Interests and (ii) additional GM Preferred Membership Interests to be issued to the Initial Class A Holders pursuant to Section 5.1(d), and (iii) also subject to Section 7.10(a)(viii), Section 7.11(a) and Section 7.12(a), (A) other additional Membership Interests (of existing classes or new classes) or other Equity Securities of the Company (including creating additional classes or series thereof having such powers, designations, preferences and rights as may be determined by the Board of Managers) and (B) Class C Membership Interests, in one or more series; provided, however, that, without the prior written consent of the Majority Holders, the Board of Managers shall not have the right to cause the Company to issue or create after March 24, 2009 more than 244,064 Membership Interests in the aggregate. For the avoidance of doubt, the Majority Holders shall be deemed to have given such consent to the issuance of the Common Membership Interests issuable to the Class F Preferred Holder pursuant to the conversion of the Class F Preferred Membership Interests into Common Membership Interests. In connection with the foregoing, subject to Section 7.10, the Board of Managers shall have the power to make such amendments to this Agreement in order to provide for such Permitted Additional Membership Interests, additional GM Preferred Membership Interests or additional series of Class C Membership Interests (provided, that the aggregate Class C Membership Interests shall not exceed 6,970) or, subject to Section 7.10(a)(viii7.10(a)(i), Section 7.11(a7.11(a)(i), Section 7.12(a)(i) and Section 7.12(a)7.10, other additional Membership Interests, and such powers, designations and preferences and rights as the Board of Managers in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance notwithstanding Section 14.1issuance; provided that any such amendment shall not reasonably be expected to have a material and adverse effect on any Member, in its capacity as such, that would be borne disproportionately by such Member relative to other Members having comparable rights under this Agreement with respect to the Membership Interests held by such Member and other Members prior to such amendment (unless such Member consents in writing thereto); provided further that any such amendment shall not have the effect of treating any Member’s right to receive distributions pursuant to Article V or Article X differently with respect to such distributions than other Members that are entitled to receive distributions pursuant to the same provision of Article V or Article X with respect to the Membership Interests held by such Member and other Members prior to such amendment, whether or not of the same class of Membership Interests (unless the holders of a majority of the Membership Interests so differently treated consent in writing thereto).

Authorization and Issuance of Additional Membership Interests. (a) The Board of Managers shall have the right to cause the Company to issue and/or create and issue at any time after the Effective Date, and for such amount and form of consideration as the Board of Managers may determine, subject to the provisions of Section 7.10(a)(ii)7.16, Section 7.10(a)(v) 12.3 and Section 12.3, 14.1 (i) Permitted Additional Membership Interests, Interests and (ii) additional GM Preferred Membership Interests to be issued to the Initial Class A Holders pursuant to Section 5.1(d), and (iii) also subject to Section 7.10(a)(viii), Section 7.11(a) and Section 7.12(a), (A) other additional Membership Interests (of existing classes or new classes) or other Equity Securities of the Company (including creating additional classes or series thereof having such powers, designations, preferences and rights as may be determined by the Board of Managers) and (B) Class C Membership Interests, in one or more series; provided, however, that, without the prior written consent of the Majority Holders, the Board of Managers shall not have the right to cause the Company to issue or create after the Effective Date more than 108,000 Membership Interests in the aggregate. In connection with the foregoing, subject to Section 7.16, the Board of Managers shall have the power to make such amendments to this Agreement in order to provide for such Permitted Additional Membership Interests, additional GM Preferred Membership Interests or additional series of Class C Membership Interests (provided, that the aggregate Class C Membership Interests shall not exceed 6,970) or, subject to Section 7.10(a)(viii7.10(a)(i), Section 7.11(a7.11(a)(i), Section 7.12(a)(i) and Section 7.12(a)7.16, other additional Membership Interests, and such powers, designations and preferences and rights as the Board of Managers in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance notwithstanding Section 14.1issuance; provided that any such amendment shall not reasonably be expected to have a material and adverse effect on any Member, in its capacity as such, that would be borne disproportionately by such Member relative to other Members having comparable rights under this Agreement with respect to the Membership Interests held by such Member and other Members prior to such amendment (unless such Member consents in writing thereto); provided further that any such amendment shall not have the effect of treating any Member’s right to receive distributions pursuant to Article V or Article X differently with respect to such distributions than other Members that are entitled to receive distributions pursuant to the same provision of Article V or Article X with respect to the Membership Interests held by such Member and other Members prior to such amendment, whether or not of the same class of Membership Interests (unless the holders of a majority of the Membership Interests so differently treated consent in writing thereto).

Authorization and Issuance of Additional Membership Interests. (a) The Board of Managers shall have the right to cause the Company to issue and/or create and issue at any time after the Effective Date, and for such amount and form of consideration as the Board of Managers may determine, subject to the provisions of Section 7.10(a)(ii), Section 7.10(a)(v) and Section 12.3, (i) Permitted Additional Membership Interests, (ii) additional GM Preferred Membership Interests to be issued to the Initial Class A Holders pursuant to Section 5.1(d5.1(c), and (iii) also subject to Section 7.10(a)(viii), Section 7.11(a) and Section 7.12(a7.11(a), (A) other additional Membership Interests (of existing classes or new classes) or other Equity Securities of the Company (including creating additional classes or series thereof having such powers, designations, preferences and rights as may be determined by the Board of Managers) and (B) Class C Membership Interests, in one or more series. In connection with the foregoing, the Board of Managers shall have the power to make such amendments to this Agreement in order to provide for such Permitted Additional Membership Interests, GM Preferred Membership Interests or additional series of Class C Membership Interests (provided, that the aggregate Class C Membership Interests shall not exceed 6,9705,820) or, subject to Section 7.10(a)(viii), Section 7.11(a) and Section 7.12(a7.11(a), other additional Membership Interests, and such powers, designations and preferences and rights as the Board of Managers in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance notwithstanding Section 14.1; provided that any such amendment shall not reasonably be expected to have a material and adverse effect on any Member, in its capacity as such, that would be borne disproportionately by such Member relative to other Members having comparable rights under this Agreement with respect to the Membership Interests held by such Member and other Members prior to such amendment (unless such Member consents in writing thereto); provided further that any such amendment shall not have the effect of treating any Member’s right to receive distributions pursuant to Article V or Article X differently with respect to such distributions than other Members that are entitled to receive distributions pursuant to the same provision of Article V or Article X with respect to the Membership Interests held by such Member and other Members prior to such amendment, whether or not of the same class of Membership Interests (unless the holders of a majority of the Membership Interests so differently treated consent in writing thereto).