Common use of Authorization and Issuance of Incentive Units Clause in Contracts

Authorization and Issuance of Incentive Units. (a) The Company is hereby authorized to issue a class of Units designated as Incentive Units and to adopt the Incentive Plan. Incentive Units may be issued to Managers, Officers, employees, consultants or other service providers of the Company or any Subsidiary (collectively, “Service Providers”). In connection with issuances of Incentive Units, the Company is hereby authorized and directed to enter into an Award Agreement with each Service Provider whom the Board determines from time to time should receive Incentive Units. Each Award Agreement shall include such terms, conditions, rights and obligations as may be determined by the Board, in its sole discretion, consistent with the terms herein, and should be executed and delivered on behalf of the Company by an Officer designated by the Board. (b) The Board shall establish such vesting criteria for the Incentive Units as it determines in its discretion and shall include such vesting criteria in the Incentive Plan or the applicable Award Agreement for any grant of Incentive Units. (c) In connection with each issuance of Incentive Units, the Board shall determine in good faith the Incentive Liquidation Value applicably to such Incentive Units. In each Award Agreement for Incentive Units, the Board shall include an appropriate Profits Interest Hurdle for such Incentive Units on the basis of the Incentive Liquidation Value immediately prior to the issuance of such Incentive Units. (d) The Company and each Member hereby acknowledge and agree that, with respect to any Service Provider, such Service Provider’s Incentive Units constitute a “profits interest” in the Company within the meaning of Rev. Proc. 93-27 (a “Profits Interest”) and that any and all Incentive Units received by a Service Provider are received in exchange for the provision of services by the Service Provider to or for the benefit of the Company in a Service Provider capacity or in anticipation of becoming a Service Provider. The Company and each Service Provider who receives Incentive Units hereby agree to comply with the provisions of Rev. Proc. 2001-43, and neither the Company nor any Service Provider who receives Incentive Units shall perform any act or take any position inconsistent with the application of Rev. Proc. 2001-43 or any future Internal Revenue Service guidance or other Governmental Authority that supplements or supersedes the foregoing Revenue Procedures. (e) Incentive Units shall receive the following tax treatment: (i) The Company and each Service Provider who receives Incentive Units shall treat such Service Provider as the holder of such Incentive Units from the date of their receipt, and the Service Provider receiving such Incentive Units shall take into account his Distributive share of Net Income, Net Loss, income, gain, loss and deduction associated with the Incentive Units in computing such Service Provider’s income tax liability for the entire period during which such Service Provider holds the Incentive Units. (ii) Each Service Provider who receives Incentive Units shall make a timely and effective election under Code Section 83(b) with respect to such Incentive Units and shall promptly provide a copy to the Company. Except as otherwise determined by the Board, the Company and all Members shall (A) treat such Incentive Units as outstanding for tax purposes, (B) treat such Service Provider as a partner for tax purposes with respect to such Incentive Units and (C) file all tax returns and reports consistently with the foregoing. Neither the Company nor any of its Members shall deduct any amount (as wages, compensation or otherwise) with respect to the receipt of such Incentive Units for federal income tax purposes. (iii) In accordance with the finally promulgated successor rules to proposed Treasury Regulations Section 1.83-3(l) and IRS Notice 2005-43, each Member, by executing this Agreement, authorizes and directs the Company to elect a safe harbor under which the fair market value of any Incentive Units issued after the effective date of such proposed Treasury Regulations (or other guidance) will be treated as equal to the liquidation value (within the meaning of the proposed Treasury Regulations or successor rules) of the Incentive Units as of the date of issuance of such Incentive Units. In the event that the Company makes a safe harbor election as described in the preceding sentence, each Member hereby agrees to comply with all safe harbor requirements with respect to Transfers of Units while the safe harbor election remains effective.

Authorization and Issuance of Incentive Units. (a) The Subject to Section 3.03(b), the Company is hereby hereby-authorized to issue a class of Units designated as Incentive Units and to adopt the Incentive Plan. Incentive Units may be issued to Managers, Officers, employees, consultants or other service providers of the Company, any Company Subsidiary or any Subsidiary their Affiliates (collectively, “Service Providers”). In connection with issuances As of the date hereof, zero (0) Incentive Units, the Company Units are issued and outstanding. The Board is hereby authorized and directed to adopt a written plan pursuant to which all Incentive Units shall be granted in compliance with Rule 701 of the Securities Act or another applicable exemption (such plan as in effect from time to time, the “Incentive Plan”). Notwithstanding anything contained herein to the contrary, the number of Incentive Units that the Company may issue pursuant to the Incentive Plan, when combined with any Restricted Incentive Units and any Unrestricted Incentive Units already issued and outstanding, shall not exceed 10% of the aggregate total of Common Units outstanding on a Fully Diluted Basis as of the date of the proposed grant. (b) In connection with the adoption of the Incentive Plan and issuance of Incentive Units, the Board is hereby authorized to negotiate and enter into an Award Agreement award agreements with each Service Provider to whom the Board determines from time to time should receive it grants Incentive UnitsUnits (such agreements, “Award Agreements”). Each Award Agreement shall include such terms, conditions, rights and obligations as may be determined by the Board, in its sole discretion, consistent with the terms herein, and should be executed and delivered on behalf of the Company by an Officer designated by the Board.herein below: (bi) The Board shall establish such vesting criteria for the Incentive Units as it determines in its discretion and shall include such vesting criteria in the Incentive Plan or and/or the applicable Award Agreement for any grant of Incentive Units.. As of the date hereof, none of the issued and outstanding Incentive Units shall be deemed vested. As used in this Agreement: (cA) In connection with any Incentive Units that have not vested pursuant to the terms of the Incentive Plan and any associated Award Agreement are referred to as “Restricted Incentive Units”; and (B) any Incentive Units that have vested pursuant to the terms of the Incentive Plan and any associated Award Agreement are referred to as “Unrestricted Incentive Units.” (ii) Immediately prior to each subsequent issuance of Incentive UnitsUnits following the issuance of any Incentive Units contemplated in the transaction in which this Agreement is adopted, the Board shall determine in good faith the Incentive Liquidation Value applicably to such Incentive UnitsValue. In each Award Agreement that the Company enters into with a Service Provider for the issuance of new Incentive Units, the Board shall include an appropriate Profits Interest Hurdle for such Incentive Units on the basis of the Incentive Liquidation Value immediately prior to the issuance of such Incentive Units. (diii) The Company and each Member hereby acknowledge and agree that, with respect to any Service Provider, such Service Provider’s Incentive Units constitute a “profits interest” in the Company within the meaning of Rev. Proc. 93-27 (a “Profits Interest”) ), and that any and all Incentive Units received by a Service Provider are received in exchange for the provision of services by the Service Provider to or for the benefit of the Company in a Service Provider capacity or in anticipation of becoming a Service Provider. The Company and each Service Provider who receives Incentive Units hereby agree to comply with the provisions of Rev. Proc. 2001-43, and neither the Company nor any Service Provider who receives Incentive Units shall perform any act or take any position inconsistent with the application of Rev. Proc. 2001-43 or any future Internal Revenue Service guidance or other Governmental Authority that supplements or supersedes the foregoing Revenue Procedures. (eiv) Incentive Units units shall receive the following tax treatment: (iA) The the Company and each Service Provider who receives Incentive Units shall treat such Service Provider as the holder owner of such Incentive Units from the date of their receipt, and the Service Provider receiving such Incentive Incentive. Units shall take into account his Distributive share of Net Income, Net Loss, income, gain, loss and deduction associated with the Incentive Units in in. computing such Service Provider’s income tax liability for the entire period during which such Service Provider holds the Incentive Units. (iiB) Each each Service Provider who that receives Incentive Units shall make a timely and effective election under Code Section 83(b) with respect to such Incentive Units and shall promptly provide a copy to the Company. Except as otherwise determined by the Board, both the Company and all Members shall (A) treat such Incentive Units as outstanding for tax purposes, (B) treat such Service Provider as a partner for tax purposes with respect to such Incentive Units and (C) file all tax returns and reports consistently with the foregoing. Neither the Company nor any of its Members shall deduct any amount (as wages, compensation or otherwise) with respect to the receipt of such Incentive Units for federal income tax purposes. (iiiC) In in accordance with the finally promulgated successor rules to proposed Treasury Proposed Regulations Section 1.83-3(l3(1) and IRS Notice 2005-43, each Member, by executing this Agreement, authorizes and directs the Company to elect a safe harbor under which the fair market value of any Incentive Units issued after the effective date of such proposed Treasury Proposed Regulations (or other guidance) will be treated as equal to the liquidation value (within the meaning of the proposed Treasury Proposed Regulations or successor rules) of the Incentive Units as of the date of issuance of such Incentive Units. In the event that the Company makes a safe harbor election as described in the preceding sentence, each Member hereby agrees to comply with all safe harbor requirements with respect to Transfers of Units while the safe harbor election remains effective. (v) For the avoidance of doubt: (A) no Incentive Units, including Unrestricted Incentive Units, shall have any pre-emptive right to acquire New Securities pursuant to Section 10.01(a); (B) no Incentive Units, including Unrestricted Incentive Units, shall have any right to participate as a Tag-along Member in any Tag-along Sale pursuant to Section 11.05; and (C) all Incentive Units, including Unrestricted Incentive Units, shall be subject to the rights of the holders of Common Units to drag along the holders of Incentive Units pursuant to Section 11.04.

Authorization and Issuance of Incentive Units. (a) The Subject to Section 3.03(b), the Company is hereby authorized to issue a class of Units designated as Incentive Units and to adopt the Incentive Plan. Incentive Units may be issued to Managers, Officers, employees, consultants or other service providers of the Company or any Subsidiary Related Entity (collectively, “Service Providers”). In connection with issuances of Incentive Units, the Company The Manager is hereby authorized and directed to adopt a written plan pursuant to which all Incentive Units shall be granted in compliance with Rule 701 of the Securities Act or another applicable exemption (such plan as in effect from time to time, the “Incentive Plan”). In connection with the adoption of the Incentive Plan and issuance of Incentive Units, the Manager is hereby authorized to negotiate and enter into an Award Agreement award agreements with each Service Provider to whom the Board determines from time to time should receive it grants Incentive UnitsUnits (such agreements, “Award Agreements”). Each Award Agreement shall include such terms, conditions, rights and obligations as may be determined by the BoardManager, in its sole discretion, consistent with the terms herein, and should be executed and delivered on behalf of the Company by an Officer designated by the Board. (b) The Board shall establish such vesting criteria for the Unless otherwise provided in an Award Agreement, all Incentive Units as it determines in its discretion and shall include such vesting criteria in the Incentive Plan or the applicable Award Agreement for any grant of Incentive Unitsbe immediately vested upon grant. (c) In connection with Immediately prior to each issuance of Incentive Units, the Board Manager shall determine in good faith the Incentive Company Liquidation Value applicably to such Incentive UnitsValue. In each Award Agreement that it enters into with a Service Provider for the issuance of new Incentive Units, the Board Manager shall include an appropriate Profits Interest Hurdle for such Incentive Units on the basis of the Incentive Company Liquidation Value immediately prior to the issuance of such Incentive Units. (d) The Company and each Member hereby acknowledge and agree that, with respect to any Service ProviderProvider issued Incentive Units, such Service Provider’s Incentive Units constitute a “profits interest” in the Company within the meaning of Rev. Proc. 93-27 (a “Profits Interest”) ), and that any and all such Incentive Units received by a Service Provider are received in exchange for the provision of services by the Service Provider to or for the benefit of the Company in a Service Provider capacity or in anticipation of becoming a Service Provider. The Company and each Service Provider who receives Incentive Units as Profits Interests hereby agree to comply with the provisions of Rev. Proc. 2001-43, and neither the Company nor any Service Provider who receives such Incentive Units shall perform any act or take any position inconsistent with the application of Rev. Proc. 2001-43 or any future Internal Revenue Service guidance or other Governmental Authority that supplements or supersedes the foregoing Revenue Procedures. (e) Incentive Units issued as Profits Interests shall receive the following tax treatment: (i) The Company and each Service Provider who receives such Incentive Units shall treat such Service Provider as the holder owner of such Incentive Units from the date of their receipt, and the Service Provider receiving such Incentive Units shall take into account his its Distributive share of Net Income, Net Loss, income, gain, loss and deduction associated with the Incentive Units in computing such Service Provider’s income tax liability for the entire period during which such Service Provider holds the Incentive Units. (ii) Each Service Provider who receives Incentive Units shall make a timely and effective election under Code Section 83(b) with respect to such Incentive Units and shall promptly provide a copy to the Company. Except as otherwise determined by the Board, the Company and all Members shall (A) treat such Incentive Units as outstanding for tax purposes, (B) treat such Service Provider as a partner for tax purposes with respect to such Incentive Units and (C) file all tax returns and reports consistently with the foregoing. Neither the Company nor any of its Members shall deduct any amount (as wages, compensation or otherwise) with respect to the receipt of such Incentive Units for federal income tax purposes. (iii) In accordance with the finally promulgated successor rules to proposed Treasury Proposed Regulations Section 1.83-3(l) and IRS Notice 2005-43, each Member, by executing this Agreement, authorizes and directs the Company to elect a safe harbor under which the fair market value Fair Market Value of any Incentive Units issued as Profits Interests after the effective date of such proposed Treasury Proposed Regulations (or other guidance) will be treated as equal to the liquidation value (within the meaning of the proposed Treasury Proposed Regulations or successor rules) of the such Incentive Units as of the date of issuance of such Incentive Units. In the event that the Company makes a safe harbor election as described in the preceding sentence, each Member hereby agrees to comply with all safe harbor requirements with respect to Transfers of Units while the safe harbor election remains effective. (iii) Each Service Provider who is resident in the United Kingdom for tax purposes shall on the issue of Incentive Units execute and deliver to the Company an election made pursuant to section 431 of the Income Tax (Earnings and Pensions) Axx 0000. (f) The Company shall not issue any additional Incentive Units that would adversely affect the Distributions allocable to the holders of Incentive Units pursuant to Section 7.02.

Authorization and Issuance of Incentive Units. (a) The Subject to Section 3.04(b), the Company is hereby authorized to issue a class grant awards of Units designated as Incentive Units and to adopt the (“Incentive Plan. Incentive Units may be issued Unit Awards”) to Managers, Officers, employees, consultants or other service providers of the Company or any Company Subsidiary (collectively, “Service Providers”). In connection with issuances of ) pursuant to a written plan (the “Incentive Units, the Company is hereby authorized and directed Plan”) to enter into an Award Agreement with each Service Provider whom be adopted by the Board determines from time to time should receive Incentive Units. Each Award Agreement shall include such The terms, conditions, rights and obligations as may related to each Incentive Unit Award, including vesting criteria and the Profits Interest Hurdle of such Incentive Units, shall be determined by the Board, Board in its sole discretion, consistent discretion and set forth in an award agreement with the terms herein, and should be executed and delivered on behalf of the Company by each Service Provider to whom it grants Incentive Units (each such agreement an Officer designated by the Board“Award Agreement”). (b) The Board shall establish such vesting criteria for Notwithstanding anything contained herein to the contrary, the number of Incentive Units that the Company may issue pursuant to the Incentive Plan, when combined with any Restricted Incentive Units and any Unrestricted Incentive Units already issued and outstanding, shall not exceed 15% of the aggregate total of Common Units outstanding on a Fully Diluted Basis as it determines in its discretion and shall include such vesting criteria in of the Incentive Plan or date of the applicable Award Agreement for any grant of Incentive Unitsproposed grant. (c) As used in this Agreement: (i) any Incentive Units that have not vested pursuant to the terms of the Incentive Plan and any associated Award Agreement are referred to as “Restricted Incentive Units”; and (ii) any Incentive Units that have vested pursuant to the terms of the Incentive Plan and any associated Award Agreement are referred to as “Unrestricted Incentive Units.” (d) In connection with each issuance the grant of Incentive UnitsUnit Awards, the Board shall determine in good faith the Incentive Liquidation Value applicably to such Incentive Units. In each Award Agreement for Incentive Units, the Board shall include an appropriate Profits Interest Hurdle for such Incentive Units on the basis of the Incentive Liquidation Value immediately prior to the issuance of such Incentive Units. (di) The Company and each Member hereby acknowledge and agree that, with respect to any Service Provider, such Service Provider’s Incentive Units constitute a “profits interest” in the Company within the meaning of Rev. Proc. 93-27 (a “Profits Interest”) ), and that any and all Incentive Units Unit Awards received by a Service Provider are received in exchange for the provision of services by the Service Provider to or for the benefit of the Company and/or its subsidiaries in a Service Provider capacity or in anticipation of becoming a Service Provider. The Company and each Service Provider who receives Incentive Units hereby agree to comply with the provisions of Rev. Proc. 2001-43, and neither the Company nor any Service Provider who receives Incentive Units shall perform any act or take any position inconsistent with the application of Rev. Proc. 2001-43 or any future Internal Revenue Service guidance or other Governmental Authority that supplements or supersedes the foregoing Revenue Procedures. (e) Incentive Units shall receive the following tax treatment: (i) The Company and each Service Provider who receives Incentive Units shall treat such Service Provider as the holder of such Incentive Units from the date of their receipt, and the Service Provider receiving such Incentive Units shall take into account his Distributive share of Net Income, Net Loss, income, gain, loss and deduction associated with the Incentive Units in computing such Service Provider’s income tax liability for the entire period during which such Service Provider holds the Incentive Units. (ii) Each Service Provider who receives Incentive Units shall make a timely and effective election under Code Section 83(b) with respect to such Incentive Units and shall promptly provide a copy to the Company. Except as otherwise determined by the Board, the Company and all Members shall (A) treat such Incentive Units as outstanding for tax purposes, (B) treat such Service Provider as a partner for tax purposes with respect to such Incentive Units and (C) file all tax returns and reports consistently with the foregoing. Neither the Company nor any of its Members shall deduct any amount (as wages, compensation or otherwise) with respect to the receipt of such Incentive Units for federal income tax purposes. (iii) In accordance with the finally promulgated successor rules to proposed Treasury Regulations Section 1.83-3(l) and IRS Notice 2005-43, each Member, by executing this Agreement, Member hereby authorizes and directs the Company to elect a safe harbor under which make an election (the fair market “Safe Harbor Election”) to value of any Incentive Profits Interest Units issued after by the effective date Company as compensation for services at liquidation value as the same may be permitted pursuant to or in accordance with temporarily or finally promulgated successor rules to Proposed Treasury Regulations Section 1.83-3(1) and the proposed Revenue Procedure set forth in IRS Notice 2005-43 (the “IRS Notice”). For purposes of making such Safe Harbor Election, the Tax Matters Member is hereby designated as the “partner who has responsibility for federal income tax reporting” by the Company and, accordingly, execution of such proposed Treasury Regulations Safe Harbor election by the Tax Matters Member constitutes execution of a “Safe Harbor Election” in accordance with Section 3.03(1) of the IRS Notice. The Company and each Member shall comply with all requirements of the Safe Harbor Election described in the IRS Notice, including the requirement that each Member prepare and file all federal income tax returns reporting the income tax effects of each interest in the Company issued by the Company covered by the Safe Harbor Election in a manner consistent with the requirements of the IRS Notice. (iii) Each Member hereby authorizes the Board to amend this Section 3.04(a) to the extent necessary to achieve substantially the same tax treatment with respect to any interest in the Company transferred to a service provider by the Company in connection with services provided to or other for the benefit of the Company and/or its Subsidiaries as set forth in Section 4 of the IRS Notice (e.g., to reflect changes from the rules set forth in the IRS Notice in subsequent IRS guidance), provided that such amendment is not materially adverse to such Member (as compared with the after-tax consequences that would result if the provisions of the IRS Notice applied to all interests in the Company transferred to a service provider by the Company in connection with services provided to or for the benefit of the Company and/or its Subsidiaries). A Member’s obligations to comply with the requirements of this Section 3.04(a) will shall survive such Member’s ceasing to be a Member of the Company and/or the termination, dissolution, liquidation and winding up of the Company, and, for purposes of this Section 3.04(a), the Company shall be treated as equal continuing in existence. (f) The following shall apply to all Incentive Units: (i) no Incentive Units, including Unrestricted Incentive Units, shall have any right to participate as a Tag-along Member in any Tag-along Sale pursuant to Section 10.05; and (ii) all Incentive Units, including Unrestricted Incentive Units, shall be subject to the liquidation value (within the meaning rights of the proposed Treasury Regulations or successor rules) holders of Common Units to drag along the holders of Incentive Units as of the date of issuance of such Incentive Units. In the event that the Company makes a safe harbor election as described in the preceding sentence, each Member hereby agrees pursuant to comply with all safe harbor requirements with respect to Transfers of Units while the safe harbor election remains effectiveSection 10.04.

Authorization and Issuance of Incentive Units. (a) The Company is hereby authorized to issue a class of Units designated as Incentive Units and to adopt the Incentive Plan. Incentive Units may be issued to Managers, Officers, employees, consultants or other service providers of the Company or any Company Subsidiary (collectively, “Service Providers”). In connection with issuances As of the date hereof, no Incentive Units, Units are issued and outstanding in the Company amounts set forth on the Members Schedule opposite each Member's name. The Board is hereby authorized and directed to adopt a written plan pursuant to which all Incentive Units shall be granted in compliance with Rule 701 of the Securities Act or another applicable exemption (such plan as in effect from time to time, the “Incentive Plan”). In connection with the adoption of the Incentive Plan and issuance of Incentive Units, the Board is hereby authorized to negotiate and enter into an Award Agreement award agreements with each Service Provider to whom the Board determines from time to time should receive it grants Incentive UnitsUnits (such agreements, “Award Agreements”). Each Award Agreement shall include such terms, conditions, rights rights, and obligations as may be determined by the Board, in its sole discretion, consistent with the terms herein, and should be executed and delivered on behalf of the Company by an Officer designated by the Board. (b) The Board shall establish such vesting criteria for the Incentive Units as it determines in its discretion and shall include such vesting criteria in the Incentive Plan or and/or the applicable Award Agreement for any grant of Incentive Units. As of the date hereof, none of the issued and outstanding Incentive Units shall be deemed vested. As used in this Agreement: (i) any Incentive Units that have not vested pursuant to the terms of the Incentive Plan and any associated Award Agreement are referred to as “Restricted Incentive Units”; and (ii) any Incentive Units that have vested pursuant to the terms of the Incentive Plan and any associated Award Agreement are referred to as “Unrestricted Incentive Units.” (c) In connection with Immediately prior to each subsequent issuance of Incentive UnitsUnits following the initial issuance described in the second sentence of Section 3.04(a), the Board shall determine in good faith the Incentive Liquidation Value applicably to such Incentive UnitsValue. In each Award Agreement that the Company enters into with a Service Provider for the issuance of new Incentive Units, the Board shall include an appropriate Profits Interest Hurdle for such Incentive Units on the basis of the Incentive Liquidation Value immediately prior to the issuance of such Incentive UnitsUxxxx. (dx) The Company and each Member hereby acknowledge and agree that, with respect to any Service Provider, such Service Provider’s 's Incentive Units constitute a “profits interest” in the Company within the meaning of Rev. Proc. 93-27 (a “Profits Interest”) ), and that any and all Incentive Units received by a Service Provider are received in exchange for the provision of services by the Service Provider to or for the benefit of the Company in a Service Provider capacity or in anticipation of becoming a Service Provider. The Company and each Service Provider who receives Incentive Units hereby agree to comply with the provisions of Rev. Proc. 2001-43, and neither the Company nor any Service Provider who receives Incentive Units shall perform any act or take any position inconsistent with the application of Rev. Proc. 2001-43 or any future Internal Revenue Service guidance or other Governmental Authority that supplements or supersedes the foregoing Revenue Procedures. (e) Incentive Units units shall receive the following tax treatment: (i) The the Company and each Service Provider who receives Incentive Units shall treat such Service Provider as the holder owner of such Incentive Units from the date of their receipt, and the Service Provider receiving such Incentive Units shall take into account his Distributive share of Net Income, Net Loss, income, gain, loss loss, and deduction associated with the Incentive Units in computing such Service Provider’s 's income tax liability for the entire period during which such Service Provider holds the Incentive Units. (ii) Each each Service Provider who that receives Incentive Units shall make a timely and effective election under Code Section 83(b) with respect to such Incentive Units and shall promptly provide a copy to the Company. Except as otherwise determined by the Board, both the Company and all Members shall (A) treat such Incentive Units as outstanding for tax purposes, (B) treat such Service Provider as a partner for tax purposes with respect to such Incentive Units and (C) file all tax returns and reports consistently with the foregoing. Neither the Company nor any of its Members shall deduct any amount (as wages, compensation compensation, or otherwise) with respect to the receipt of such Incentive Units for federal income tax purposes. (iii) In in accordance with the finally promulgated successor rules to proposed Treasury Proposed Regulations Section 1.83-3(l) and IRS Notice 2005-43, each Member, by executing this Agreement, authorizes and directs the Company to elect a safe harbor under which the fair market value of any Incentive Units issued after the effective date of such proposed Treasury Proposed Regulations (or other guidance) will be treated as equal to the liquidation value (within the meaning of the proposed Treasury Proposed Regulations or successor rules) of the Incentive Units as of the date of issuance of such Incentive Units. In the event that the Company makes a safe harbor election as described in the preceding sentence, each Member hereby agrees to comply with all safe harbor requirements with respect to Transfers of Units while the safe harbor election remains effective. (f) For the avoidance of doubt all Incentive Units, including Unrestricted Incentive Units, shall be subject to the rights of the holders of Common Units to drag along the holders of Incentive Units pursuant to Section 9.03.