Common use of Class A Common Stock Sale Clause in Contracts

Class A Common Stock Sale. (i) In connection with any Class A Common Stock Sale, either (A) the Managing Member shall cause the Company to use the related net cash proceeds from such sale (upon the receipt thereof from Global, Inc.) to issue Class A Units to Global, Inc., in an amount equal to the number of shares of Class A Common Stock related to such Class A Common Stock Sale or (B) Global, Inc., subject to the the agreement of the applicable Member, shall purchase Class B Units or Class B1 Units directly from a Member (in which case a corresponding number of shares Class B Common Stock or Class B1 Common Stock, as applicable, held by such Member would be surrendered by such Member to Global, Inc.), and such Class B Units or Class B1 Units purchased by Global, Inc. would then immediately convert to Class A Units upon the consummation of such purchase and delivered to Global, Inc. Upon the receipt of the shares of Class B Common Stock or Class B1 Common Stock, as applicable, specified in this Section 3.2(b)(i), Global, Inc. shall cause such shares to be cancelled. The determination of how to apply the net cash proceeds received by the Company from any Class A Common Stock Sale shall be made in the Managing Member’s sole discretion. For the avoidance of doubt, the provisions of this Section 3.2(b)(i) do not provide the Company or Global, Inc. the right to purchase Class B Units or Class B1 Units from a Member or require a Member to sell Class B Units or Class B1 Units to either the Company or the Global, Inc. without such Member, in their sole discretion, agreeing to the terms of any such purchase and sale.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Terraform Global, Inc.), Limited Liability Company Agreement (Terraform Global, Inc.)

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Class A Common Stock Sale. (i) In connection with any Class A Common Stock Sale, either (A) the Managing Member shall cause the Company to use the related net cash proceeds from such sale (upon the receipt thereof from GlobalTerra, Inc.) to issue Class A Units to GlobalTerra, Inc., in an amount equal to the number of shares of Class A Common Stock related to such Class A Common Stock Sale or (B) GlobalTerra, Inc., subject to the the agreement of the applicable Member, shall purchase Class B Units or Class B1 Units directly from a Member (in which case a corresponding number of shares Class B Common Stock or Class B1 Common Stock, as applicable, held by such Member would be surrendered by such Member to GlobalTerra, Inc.), and such Class B Units or Class B1 Units purchased by GlobalTerra, Inc. would then immediately convert to Class A Units upon the consummation of such purchase and be delivered to GlobalTerra, Inc. Upon the receipt of the shares of Class B Common Stock or Class B1 Common Stock, as applicable, specified in this Section 3.2(b)(i), GlobalTerra, Inc. shall cause such shares to be cancelled. The determination of how to apply the net cash proceeds received by the Company from any Class A Common Stock Sale shall be made in the Managing Member’s sole discretion. For the avoidance of doubt, the provisions of this Section 3.2(b)(i) do not provide the Company or GlobalTerra, Inc. the right to purchase Class B Units or Class B1 Units from a Member or require a Member to sell Class B Units or Class B1 Units to either the Company or the Globalto Terra, Inc. without such Member, in their sole discretion, agreeing to the terms of any such purchase and sale.

Appears in 1 contract

Samples: Limited Liability Company Agreement (TerraForm Power, Inc.)

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Class A Common Stock Sale. (i) In connection with any Class A Common Stock Sale, either (A) the Managing Member shall cause the Company to use the related net cash proceeds from such sale (upon the receipt thereof from GlobalTerra, Inc.) to issue Class A Units to GlobalTerra, Inc., in an amount equal to the number of shares of Class A Common Stock related to such Class A Common Stock Sale or (B) GlobalTerra, Inc., subject to the the agreement of the applicable Member, shall purchase Class B Units or Class B1 Units directly from a Member (in which case a corresponding number of shares Class B Common Stock or Class B1 Common Stock, as applicable, held by such Member would be surrendered by such Member to GlobalTerra, Inc.), and such Class B Units or Class B1 Units purchased by GlobalTerra, Inc. would then immediately convert to Class A Units upon the consummation of such purchase and delivered to GlobalTerra, Inc. Upon the receipt of the shares of Class B Common Stock or Class B1 Common Stock, as applicable, specified in this Section 3.2(b)(i), GlobalTerra, Inc. shall cause such shares to be cancelled. The determination of how to apply the net cash proceeds received by the Company from any Class A Common Stock Sale shall be made in the Managing Member’s sole discretion. For the avoidance of doubt, the provisions of this Section 3.2(b)(i) do not provide the Company or GlobalTerra, Inc. the right to purchase Class B Units or Class B1 Units from a Member or require a Member to sell Class B Units or Class B1 Units to either the Company or the GlobalTerra, Inc. without such Member, in their sole discretion, agreeing to the terms of any such purchase and sale.

Appears in 1 contract

Samples: Limited Liability Company Agreement (TerraForm Power, Inc.)

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