Common use of Authorization to Issue Units Clause in Contracts

Authorization to Issue Units. (a) The Company may issue Units, and options, rights, warrants and appreciation rights relating to Units, for any Company purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services or any other lawful consideration) or for no consideration and on such terms and conditions as the Manager shall determine, all without the approval of any Members, notwithstanding any provision of Section 9.1 or Section 9.2. Notwithstanding the foregoing, the price for each Common Unit being offered pursuant to any Offering Statement shall equal the Market Price. Each Unit shall have the rights and be governed by the provisions set forth in this Agreement and, with respect to additional Units of the Company that may be issued by the Company in one or more classes or series, with such designations, preferences, rights, powers and duties (which may be junior to, equivalent to, or senior or superior to, any existing classes or series of Units of the Company), as shall be fixed by the Manager and reflected in a written action or actions approved by the Manager in compliance with Section 5.1 (each, a “Unit Designation”). Except to the extent expressly provided in this Agreement (including any Unit Designation), no Units shall entitle any Member to any preemptive, preferential or similar rights with respect to the issuance of Units. (b) A Unit Designation (or any resolution of the Manager amending any Unit Designation) shall be effective when a duly executed original of the same is delivered to the Manager for inclusion among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement. Unless otherwise provided in the applicable Unit Designation, the Manager may at any time increase or decrease the amount of Units of any class or series, but not below the number of Units of such class or series then Outstanding. (c) Unless otherwise provided in the applicable Unit Designation, if any, the Company is authorized to issue an unlimited number of Units. All Units issued pursuant to, and in accordance with the requirements of, this Article III shall be validly issued Units in the Company, except to the extent otherwise provided in the Delaware Act or this Agreement (including any Unit Designation). (d) The Manager may, without the consent or approval of any Members, amend this Agreement and make any filings under the Delaware Act or otherwise to the extent the Manager determines that it is necessary or desirable in order to effectuate any issuance of Units pursuant to this Article III, including, without limitation, an amendment of Section 3.2(c). (e) As of the date of this Agreement, all Units have been designated as Common Units. As of the date of this Agreement, 93.75 Common Units have been issued to Xxxxxx Xxxxx, 93.75 Common Units have been issued to Xxxxxx Xxxxxxxx, and 62.50 Common Units have been issued to Xxxxxxx Xxxxxxxx. In total, 250 Common Units have been issued.

Authorization to Issue Units. (a) The Company may issue Units, and options, rights, warrants and appreciation rights relating to Units, for any Company purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services or any other lawful consideration) or for no consideration and on such terms and conditions as the Manager shall determine, all without the approval of any Members, notwithstanding any provision of Section 9.1 or Section 9.2. Notwithstanding the foregoing, the price for each Common Unit being offered pursuant to any Offering Statement shall equal the Market Price. Each Unit shall have the rights and be governed by the provisions set forth in this Agreement and, with respect to additional Units of the Company that may be issued by the Company in one or more classes or series, with such designations, preferences, rights, powers and duties (which may be junior to, equivalent to, or senior or superior to, any existing classes or series of Units of the Company), as shall be fixed by the Manager and reflected in a written action or actions approved by the Manager in compliance with Section 5.1 (each, a “Unit Designation”). Except to the extent expressly provided in this Agreement (including any Unit Designation), no Units shall entitle any Member to any preemptive, preferential or similar rights with respect to the issuance of Units. (b) A Unit Designation (or any resolution of the Manager amending any Unit Designation) shall be effective when a duly executed original of the same is delivered to the Manager for inclusion among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement. Unless otherwise provided in the applicable Unit Designation, the Manager may at any time increase or decrease the amount of Units of any class or series, but not below the number of Units of such class or series then Outstanding. (c) Unless otherwise provided in the applicable Unit Designation, if any, the Company is authorized to issue an unlimited number of Units. All Units issued pursuant to, and in accordance with the requirements of, this Article III shall be validly issued Units in the Company, except to the extent otherwise provided in the Delaware Act or this Agreement (including any Unit Designation). (d) The Manager may, without the consent or approval of any Members, amend this Agreement and make any filings under the Delaware Act or otherwise to the extent the Manager determines that it is necessary or desirable in order to effectuate any issuance of Units pursuant to this Article III, including, without limitation, an amendment of Section 3.2(c). (e) As of the date of this Agreement, all Units have been designated as Common Units. As of the date of this Agreement, 93.75 Common Units have been issued to Xxxxxx Xxxxx, 93.75 Common Units have been issued to Xxxxxx Xxxxxxxx, and 62.50 Common Units have been issued to Xxxxxxx Xxxxxxxx. In total, 250 Common Units have been issued.

Authorization to Issue Units. (a) The Company may is hereby authorized to issue the following three classes of Units: (i) Common Units, (ii) Special Units and options, rights, warrants (iii) Preferred Units. The total number of Units of all classes and appreciation rights relating series that the Company shall be authorized to issue is 600,000,100 Units, for consisting of (i) 500,000,000 Common Units, (ii) 100 Special Units and (iii) 100,000,000 Preferred Units. (b) The Company and the Board of Directors, without the consent of any Company purpose Unitholder or any other Person, may, at any time and from time to time time, issue or take subscriptions for one or more Units of any existing class or series or, pursuant to a Preferred Unit Designation, authorize and issue or take subscriptions for any series of Preferred Units (which, subject to the provisions of any other Preferred Unit Designation in respect of which Preferred Units are then issued and Outstanding, may rank junior to, on parity with or senior to (in each case, with respect to distributions or other payments in respect of Units) any classes or series of Units existing immediately prior to such Persons authorization and issuance), for such consideration (which may be cash, property, services any tangible or intangible property or any other lawful considerationbenefit to the Company, or any combination thereof) as may be determined by the Board of Directors or for no consideration and on such terms and conditions as a committee thereof, unless all of the Manager shall determineUnits which the Company is authorized to issue have been issued, all without subscribed for, or otherwise committed to be issued. The resolution authorizing the approval issuance of Units may provide that any Members, notwithstanding any provision of Section 9.1 or Section 9.2. Notwithstanding the foregoing, the price for each Common Unit being offered Units to be issued pursuant to any Offering Statement shall equal the Market Price. Each Unit shall have the rights such resolution may be issued in one or more transactions in such numbers and be governed by the provisions at such times as are set forth in this Agreement andor determined by or in the manner set forth in the resolution, with respect to additional which may include a determination or action by any Person or body, including the Company; provided, that the resolution fixes a maximum number of Units of the Company that may be issued pursuant to such resolution, a time period during which such Units may be issued and a minimum amount of consideration for which such Units may be issued. The Board of Directors may determine the amount of consideration for which Units may be issued by setting a minimum amount of consideration or approving a formula by which such minimum amount of consideration is determined. The formula may include or be made dependent upon facts ascertainable outside the formula; provided, that the manner in which such facts shall operate upon the formula is clearly and expressly set forth in the formula or in the resolution approving the formula. The consideration for subscriptions to, or the purchase of, the Units to be issued by the Company shall be paid in one such form and in such manner as the Board of Directors or more classes or seriesa committee thereof shall determine. In the absence of actual fraud in the transaction, with the judgment of the Board of Directors as to the value of such designations, preferences, rights, powers and duties (which may consideration shall be junior to, equivalent toconclusive. The authority of the Board of Directors, or senior or superior toa committee thereof, any existing classes or series of Units of shall further include the Company), as shall be fixed by the Manager and reflected in a written action or actions approved by the Manager in compliance with Section 5.1 (each, a “Unit Designation”). Except power to the extent expressly provided in this Agreement (including any Unit Designation), no Units shall entitle any Member to any preemptive, preferential or similar rights with respect to the issuance of Units. (b) A Unit Designation (or any resolution of the Manager amending any Unit Designation) shall be effective when a duly executed original of the same is delivered to the Manager for inclusion among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement. Unless otherwise provided in the applicable Unit Designation, the Manager may at any time increase or decrease the amount number of Units of any class or seriesseries so created, subsequent to the issue of that class or series but not below the number of Units of such class or series then Outstanding. In case the number of Units of any class or series shall be so decreased, the Units constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of Units of such class or series. (c) Unless Except as otherwise provided in the applicable required by this Agreement, including any Preferred Unit Designation, if anywith respect to one or more series of Preferred Units, Preferred Units shall not entitle the holders thereof to any voting rights whatsoever, whether under this Agreement, the Company is authorized to issue an unlimited number of Units. All Units issued pursuant toAct, at law, in equity or otherwise, and in accordance with the requirements of, this Article III entire voting power and all voting rights shall be validly issued Units vested exclusively in the Companyholders of Common Units, except for the voting rights specifically given to the extent otherwise provided in the Delaware Act or this Agreement (including any Unit Designation)Special Units hereunder. (d) The Manager mayExcept as otherwise required by this Agreement, the Company, the Board of Directors or a committee of the Board of Directors on behalf of the Company, without the consent or approval of any MembersUnitholder or any other Person, amend this Agreement may issue rights, options and make warrants entitling their holders to acquire from the Company Units of any filings under class or series, and such rights, options and warrants may be evidenced by instruments approved by the Delaware Act Board of Directors or otherwise any committee thereof. The terms upon which, including the time or times which may be limited or unlimited in duration, at or within which, and the consideration (including a formula by which such consideration may be determined) for which any such Units may be acquired from the Company upon the exercise of any such right, option or warrant, shall be such as shall be stated in a resolution adopted by the Board of Directors or committee thereof providing for the creation and issue of such rights, options or warrants, and, in every case, shall be set forth or incorporated by reference in the instrument or instruments evidencing such rights, warrants or options. A formula by which such consideration may be determined may include or be made dependent upon facts ascertainable outside the formula, provided the manner in which such facts shall operate upon the formula is clearly and expressly set forth in the formula or in the resolution approving the formula. In the absence of actual fraud in the transaction, the judgment of the Directors as to the extent consideration for the Manager determines that it is necessary or desirable in order to effectuate any issuance of Units pursuant such rights, options and warrants and the sufficiency thereof shall be conclusive. The Board of Directors or a committee thereof may, by a resolution adopted by the Board or committee thereof, authorize one or more Officers to this Article IIIdo one or both of the following: (i) designate Officers and employees of the Company and its Subsidiaries to be recipients of such rights, includingoptions or warrants created by the Company, without limitationand (ii) determine the number of such rights, options or warrants to be received by such Officers and employees; provided, however, that the resolution so authorizing such Officer or Officers shall specify the total number of rights, options or warrants such Officer or Officers may so award. The Board of Directors or committee thereof may not authorize an amendment Officer to designate himself or herself as a recipient of Section 3.2(c)any such rights, options or warrants. (e) As of Except as otherwise required by the date of Act or this Agreement, all Units have been designated as Common Units. As the Company, and the Board of Directors or a committee thereof (or any Person authorized by the Board of Directors or such committee) on behalf of the date Company, without the consent of any Unitholder or any other Person, is hereby authorized to (i) execute, deliver, perform and administer the Stock Plans, and (ii) issue one or more Units (and rights, options and warrants related thereto) pursuant to any Stock Plan. The Stock Plans, the Assumed Restricted Stock Unit Awards and the Assumed Performance Stock Unit Awards are hereby assumed by the Company as of the Effective Time. Each Unit hereby authorized to be issued pursuant to the Stock Plans, and each Unit underlying the Assumed Restricted Stock Unit Awards and the Assumed Performance Stock Unit Awards, is hereby reserved for issuance. (f) Upon the issuance of any Unit to any Person in accordance with this Agreement, 93.75 Common Units have been issued to Xxxxxx Xxxxx, 93.75 Common Units have been issued to Xxxxxx Xxxxxxxx, and 62.50 Common Units have been issued to Xxxxxxx Xxxxxxxx. In total, 250 Common Units have been issuedsuch Person shall automatically be admitted as a member of the Company without the consent of any Unitholder or any other Person being required.

Authorization to Issue Units. (a) The Company may issue Units, and options, rights, warrants and appreciation rights relating to Units, for any Company purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services or any other lawful consideration) or for no consideration and on such terms and conditions as the Manager shall determine, all without the approval of any Members, notwithstanding any provision of Section 9.1 or Section 9.2. Notwithstanding the foregoing, the price for each Common Unit being offered pursuant to any Offering Statement shall equal the Market Price. Each Unit shall have the rights and be governed by the provisions set forth in this Agreement and, with respect to additional Units of the Company that may be issued by the Company in one or more classes or series, with such designations, preferences, rights, powers and duties (which may be junior to, equivalent to, or senior or superior to, any existing classes or series of Units of the Company), as shall be fixed by the Manager and reflected in a written action or actions approved by the Manager in compliance with Section 5.1 (each, a “Unit Designation”). Except to the extent expressly provided in this Agreement (including any Unit Designation), no Units shall entitle any Member to any preemptive, preferential or similar rights with respect to the issuance of Units. (b) A Unit Designation (or any resolution of the Manager amending any Unit Designation) shall be effective when a duly executed original of the same is delivered to the Manager for inclusion among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement. Unless otherwise provided in the applicable Unit Designation, the Manager may at any time increase or decrease the amount of Units of any class or series, but not below the number of Units of such class or series then Outstanding. (c) Unless otherwise provided in the applicable Unit Designation, if any, the Company is authorized to issue an unlimited number of Units. All Units issued pursuant to, and in accordance with the requirements of, this Article III shall be validly issued Units in the Company, except to the extent otherwise provided in the Delaware Act or this Agreement (including any Unit Designation). (d) The Manager may, without the consent or approval of any Members, amend this Agreement and make any filings under the Delaware Act or otherwise to the extent the Manager determines that it is necessary or desirable in order to effectuate any issuance of Units pursuant to this Article III, including, without limitation, an amendment of Section 3.2(c). (e) As of the date of this Agreement, all Units have been designated as Common Units. As of the date of this Agreement, 93.75 [_____] shall be issued an aggregate of [___] Common Units have been issued to Xxxxxx Xxxxx, 93.75 Common Units have been issued to Xxxxxx Xxxxxxxx, and 62.50 Common Units have been issued to Xxxxxxx Xxxxxxxx. In total, 250 Common Units have been issuedUnits.

Authorization to Issue Units. ‌ (a) The Company may is hereby authorized to issue the following three classes of Units: (i) Common Units, (ii) Special Units and options, rights, warrants (iii) Preferred Units. The total number of Units of all classes and appreciation rights relating series that the Company shall be authorized to issue is 600,000,100 Units, for consisting of (i) 500,000,000 Common Units, (ii) 100 Special Units and (iii) 100,000,000 Preferred Units. (b) The Company and the Board of Directors, without the consent of any Company purpose Unitholder or any other Person, may, at any time and from time to time time, issue or take subscriptions for one or more Units of any existing class or series or, pursuant to a Preferred Unit Designation, authorize and issue or take subscriptions for any series of Preferred Units (which, subject to the provisions of any other Preferred Unit Designation in respect of which Preferred Units are then issued and Outstanding, may rank junior to, on parity with or senior to (in each case, with respect to distributions or other payments in respect of Units)‌ any classes or series of Units existing immediately prior to such Persons authorization and issuance), for such consideration (which may be cash, property, services any tangible or intangible property or any other lawful considerationbenefit to the Company, or any combination thereof) as may be determined by the Board of Directors or for no consideration and on such terms and conditions as a committee thereof, unless all of the Manager shall determineUnits which the Company is authorized to issue have been issued, all without subscribed for, or otherwise committed to be issued. The resolution authorizing the approval issuance of Units may provide that any Members, notwithstanding any provision of Section 9.1 or Section 9.2. Notwithstanding the foregoing, the price for each Common Unit being offered Units to be issued pursuant to any Offering Statement shall equal the Market Price. Each Unit shall have the rights such resolution may be issued in one or more transactions in such numbers and be governed by the provisions at such times as are set forth in this Agreement andor determined by or in the manner set forth in the resolution, with respect to additional which may include a determination or action by any Person or body, including the Company; provided, that the resolution fixes a maximum number of Units of the Company that may be issued pursuant to such resolution, a time period during which such Units may be issued and a minimum amount of consideration for which such Units may be issued. The Board of Directors may determine the amount of consideration for which Units may be issued by setting a minimum amount of consideration or approving a formula by which such minimum amount of consideration is determined. The formula may include or be made dependent upon facts ascertainable outside the formula; provided, that the manner in which such facts shall operate upon the formula is clearly and expressly set forth in the formula or in the resolution approving the formula. The consideration for subscriptions to, or the purchase of, the Units to be issued by the Company shall be paid in one such form and in such manner as the Board of Directors or more classes or seriesa committee thereof shall determine. In the absence of actual fraud in the transaction, with the judgment of the Board of Directors as to the value of such designations, preferences, rights, powers and duties (which may consideration shall be junior to, equivalent toconclusive. The authority of the Board of Directors, or senior or superior toa committee thereof, any existing classes or series of Units of shall further include the Company), as shall be fixed by the Manager and reflected in a written action or actions approved by the Manager in compliance with Section 5.1 (each, a “Unit Designation”). Except power to the extent expressly provided in this Agreement (including any Unit Designation), no Units shall entitle any Member to any preemptive, preferential or similar rights with respect to the issuance of Units. (b) A Unit Designation (or any resolution of the Manager amending any Unit Designation) shall be effective when a duly executed original of the same is delivered to the Manager for inclusion among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement. Unless otherwise provided in the applicable Unit Designation, the Manager may at any time increase or decrease the amount number of Units of any class or seriesseries so created, subsequent to the issue of that class or series but not below the number of Units of such class or series then Outstanding. In case the number of Units of any class or series shall be so decreased, the Units constituting such decrease sha l resume the status which they had prior to the adoption of the resolution originally fixing the number of Units of such class or series. (c) Unless Except as otherwise provided in the applicable required by this Agreement, including any Preferred Unit Designation, if anywith respect to one or more series of Preferred Units, Preferred Units shall not entitle the holders thereof to any voting rights whatsoever, whether under this Agreement, the Company is authorized to issue an unlimited number of Units. All Units issued pursuant toAct, at law, in equity or otherwise, and in accordance with the requirements of, this Article III entire voting power and all voting rights shall be validly issued Units vested exclusively in the Companyholders of Common Units, except for the voting rights specifically given to the extent otherwise provided in the Delaware Act or this Agreement (including any Unit Designation)Special Units hereunder. (d) The Manager mayExcept as otherwise required by this Agreement, the Company, the Board of Directors or a committee of the Board of Directors on behalf of the Company, without the consent or approval of any MembersUnitholder or any other Person, amend this Agreement may issue rights, options and make warrants entitling their holders to acquire from the Company Units of any filings under class or series, and such rights, options and warrants may be evidenced by instruments approved by the Delaware Act Board of Directors or otherwise any committee thereof. The terms upon which, including the time or times which may be limited or unlimited in duration, at or within which, and the consideration (including a formula by which such consideration may be determined) for which any such Units may be acquired from the Company upon the exercise of any such right, option or warrant, shall be such as shall be stated in a resolution adopted by the Board of Directors or committee thereof providing for the creation and issue of such rights, options or warrants, and, in every case, shall be set forth or incorporated by reference in the instrument or instruments evidencing such rights, warrants or options. A formula by which such consideration may be determined may include or be made dependent upon facts ascertainable outside the formula, provided the manner in which such facts shalloperate upon the formula is clearly and expressly set forth in the formula or in the resolution approving the formula. In the absence of actual fraud in the transaction, the judgment of the Directors as to the extent consideration for the Manager determines that it is necessary or desirable in order to effectuate any issuance of Units pursuant such rights, options and warrants and the sufficiency thereof shall be conclusive. The Board of Directors or a committee thereof may, by a resolution adopted by the Board or committee thereof, authorize one or more Officers to this Article IIIdo one or both of the following: (i) designate Officers and employees of the Company and its Subsidiaries to be recipients of such rights, includingoptions or warrants created by the Company, without limitationand (ii) determine the number of such rights, options or warrants to be received by such Officers and employees; provided, however, that the resolution so authorizing such Officer or Officers shall specify the total number of rights, options or‌ warrants such Officer or Officers may so award. The Board of Directors or committee thereof may not authorize an amendment Officer to designate himself or herself as a recipient of Section 3.2(c)any such rights, options or warrants. (e) As of Except as otherwise required by the date of Act or this Agreement, all Units have been designated as Common Units. As the Company, and the Board of Directors or a committee thereof (or any Person authorized by the Board of Directors or such committee) on behalf of the date Company, without the consent of any Unitholder or any other Person, is hereby authorized to (i) execute, deliver, perform and administer the Stock Plans, and (ii) issue one or more Units (and rights, options and warrants related thereto) pursuant to any Stock Plan. The Stock Plans, the Assumed Restricted Stock Unit Awards and the Assumed Performance Stock Unit Awards are hereby assumed by the Company as of the Effective Time. Each Unit hereby authorized to be issued pursuant to the Stock Plans, and each Unit underlying the Assumed Restricted Stock Unit Awards and the Assumed Performance Stock Unit Awards, is hereby reserved for issuance. (f) Upon the issuance of any Unit to any Person in accordance with this Agreement, 93.75 Common Units have been issued to Xxxxxx Xxxxx, 93.75 Common Units have been issued to Xxxxxx Xxxxxxxx, and 62.50 Common Units have been issued to Xxxxxxx Xxxxxxxx. In total, 250 Common Units have been issuedsuch Person shall automatically be admitted as a member of the Company without the consent of any Unitholder or any other Person being required.

Authorization to Issue Units. (a) The Company may issue Units, and options, rights, warrants and appreciation rights relating to Units, for any Company purpose at any time and from time to time to such Persons for such consideration (which may be cash, property, services or any other lawful consideration) or for no consideration and on such terms and conditions as the Manager shall determine, all without the approval of any Members, notwithstanding any provision of Section 9.1 or Section 9.2. Notwithstanding the foregoing, the price for each Common Unit being offered pursuant to any Offering Statement shall equal the Market Price. Each Unit shall have the rights and be governed by the provisions set forth in this Agreement and, with respect to additional Units of the Company that may be issued by the Company in one or more classes or series, with such designations, preferences, rights, powers and duties (which may be junior to, equivalent to, or senior or superior to, any existing classes or series of Units of the Company), as shall be fixed by the Manager and reflected in a written action or actions approved by the Manager in compliance with Section 5.1 (each, a “Unit Designation”). Except to the extent expressly provided in this Agreement (including any Unit Designation), no Units shall entitle any Member to any preemptive, preferential or similar rights with respect to the issuance of Units. (b) A Unit Designation (or any resolution of the Manager amending any Unit Designation) shall be effective when a duly executed original of the same is delivered to the Manager for inclusion among the permanent records of the Company, and shall be annexed to, and constitute part of, this Agreement. Unless otherwise provided in the applicable Unit Designation, the Manager may at any time increase or decrease the amount of Units of any class or series, but not below the number of Units of such class or series then Outstanding. (c) Unless otherwise provided in the applicable Unit Designation, if any, the Company is authorized to issue an unlimited number of Units. All Units issued pursuant to, and in accordance with the requirements of, this Article III shall be validly issued Units in the Company, except to the extent otherwise provided in the Delaware Nevada Act or this Agreement (including any Unit Designation). (d) The Manager may, without the consent or approval of any Members, amend this Agreement and make any filings under the Delaware Nevada Act or otherwise to the extent the Manager determines that it is necessary or desirable in order to effectuate any issuance of Units pursuant to this Article III, including, without limitation, an amendment of Section 3.2(c). (e) As of the date of this Agreement, all Units have been designated as Common Units. As of the date of this Agreement, 93.75 Common Units have been issued to Xxxxxx Xxxxx, 93.75 Common Units have been issued to Xxxxxx Xxxxxxxx, and 62.50 Common Units have been issued to Xxxxxxx Xxxxxxxx. In total, 250 Common Units have been issued.