Common use of Classes and Series of Company Interests Clause in Contracts

Classes and Series of Company Interests. (a) As of the Effective Date, the Company Interests shall consist of five classes of Company Interests, designated as “Class A-1 Units,” “Class A-2 Units,” “Class A-3 Units,” “Class B-1 Units” and “Class C-1 Units.” Each class of Company Interests shall have the rights, powers, obligations, restrictions and limitations accorded such class as are set forth in this Agreement. Neither the Units previously issued, nor the Units issued hereunder shall be certificated unless otherwise determined by the Board. As of the Effective Date, a total of 1,613,202.0 Class A-1 Units, 2,436,000.0 Class A-2 Units, and 2,450,142.5 Class A-3 Units are hereby authorized for issuance, a total of 10,000 Class B-1 Units are hereby authorized for issuance, and a total of 1,000,000 Class C-1 Units are hereby authorized for issuance. A Member may own one or more classes or series of Units, and the ownership of one class or series of Units shall not affect the rights, privileges, preferences or obligations of a Member with respect to the other class or series of Units owned by such Member. Any reference herein to a holder of a class of Units shall be deemed to refer to such holder only to the extent of such holder’s ownership of such class or series of Units. Notwithstanding anything to the contrary in this Agreement, any Units issued to CORR subsequent to the date hereof shall be Class B-1 Units, and any Units acquired by CORR or any Affiliate of CORR from any Xxxxx Member, shall automatically be converted to a Class B-1 Unit. (b) On the Effective Date, the Company issued: (i) 1,652,000 Class A-1 Units in the aggregate to the Xxxxx Members as set forth in consideration for the conversion and retirement of certain of the prior Class C Units issued under the Prior Agreement held by the Xxxxx Members on the Effective Date, which for the purposes of this Agreement, shall be deemed to have a Fair Market Value in an amount equal to $41,300,000; (ii) 2,436,000 Class A-2 Units in the aggregate to the Xxxxx Members as set forth in consideration for the conversion and retirement of certain of the prior Class C Units issued under the Prior Agreement held by the Xxxxx Members on the Effective Date, which for the purposes of this Agreement, shall be deemed to have a Fair Market Value in an amount equal to $60,900,000; (iii) 2,450,000 Class A-3 Units in the aggregate to the Xxxxx Members as set forth on Exhibit A in consideration for the conversion and retirement of certain of the prior Class C Units issued under the Prior Agreement held by the Xxxxx Members on the Effective Date, which for the purposes of this Agreement, shall be deemed to have a Fair Market Value in an amount equal to $17,200,000; (iv) 10,000 Class B-1 Units to CORR, and which, for the purposes of this Agreement, shall have a Fair Market Value in an amount equal to $117,000,000; (v) 505,000 Class C-1 Units in the aggregate to the Xxxxx Members as set forth on Exhibit A, and which, for the purposes of this Agreement, shall represent 50.5% of the Voting Interests of the Company; and (vi) 495,000 Class C-1 Units to CORR, and which, for the purposes of this Agreement, shall represent 49.5% of the Voting Interests of the Company. (c) Additional Persons may be admitted to the Company as new Members only as provided in this Agreement. (d) As of the Effective Date, the Class A-1 Units, Class A-2 Units, Class A-3 Units, Class B-1 Units and Class C-1 Units, and the respective Sharing Ratios, Class A-1 Sharing Ratios, Class A-2 Sharing Ratios, Class A-3 Sharing Ratios, and Class B-1 Sharing Ratios held by each Member are set forth on Exhibit A attached hereto. Exhibit A shall be amended by the Board from time to time to reflect changes and adjustments resulting from (i) the admission of any new Member, (ii) any Transfer in accordance with this Agreement, and/or (iii) any Capital Contributions made or additional Company Interests issued, in each case as permitted by this Agreement (provided, that a failure to reflect such change or adjustment on Exhibit A shall not prevent any otherwise valid change or adjustment from being effective). Any reference in this Agreement to Exhibit A shall be deemed a reference to Exhibit A as amended in accordance with this Section 3.1(d) and in effect from time to time.

Classes and Series of Company Interests. (a) As of the Effective Date, the Company Interests shall consist of five six classes of Company Interests, designated as “Class A-1 Units,” “Class A-2 Units,” “Class A-3 Units,” “Class B-1 Units”, “Class B-2 Units” and “Class C-1 Units.” Each class of Company Interests shall have the rights, powers, obligations, restrictions and limitations accorded such class as are set forth in this Agreement. Neither the Units previously issued, nor the Units issued hereunder shall be certificated unless otherwise determined by the Board. As of the Effective Date, a total of 1,613,202.0 1,652,000 Class A-1 Units, 2,436,000.0 2,436,000 Class A-2 Units, and 2,450,142.5 2,450,000 Class A-3 Units are hereby authorized for issuance, a total of 10,000 Class B-1 Units and 10,000 Class B-2 Units are hereby authorized for issuance, and a total of 1,000,000 Class C-1 Units are hereby authorized for issuance. A Member may own one or more classes or series of Units, and the ownership of one class or series of Units shall not affect the rights, privileges, preferences or obligations of a Member with respect to the other class or series of Units owned by such Member. Any reference herein to a holder of a class of Units shall be deemed to refer to such holder only to the extent of such holder’s ownership of such class or series of Units. Notwithstanding anything to the contrary in this Agreement, any Units issued to CORR subsequent to the date hereof shall be either Class C-1, Class B-1 Units and Class B-2 Units, and any Class A-1, Class A-2, or Class A-3 Units acquired by CORR or any Affiliate of CORR from any Xxxxx Member or Management Member, shall automatically be converted to a Class B-1 Unit. (b) On the Effective DateUpon CPUC Approval, the Company issued: (i) 1,652,000 Class A-1 Units in the aggregate to the Xxxxx Members as set forth in consideration for the conversion and retirement of certain of the prior Class C Units issued under the Prior Agreement held by the Xxxxx Members on the Effective Date, which for the purposes of this Agreement, shall be deemed to have a Fair Market Value in an amount equal to $41,300,000; (ii) 2,436,000 Class A-2 Units in the aggregate to the Xxxxx Members as set forth in consideration for the conversion and retirement of certain of the prior Class C Units issued under the Prior Agreement held by the Xxxxx Members on the Effective Date, which for the purposes of this Agreement, shall be deemed to have a Fair Market Value in an amount equal to $60,900,000; (iii) 2,450,000 Class A-3 Units in the aggregate to the Xxxxx Members as set forth on Exhibit A in consideration for the conversion and retirement of certain of the prior Class C Units issued under the Prior Agreement held by the Xxxxx Members on the Effective Date, which for the purposes of this Agreement, shall be deemed to have a Fair Market Value in an amount equal to $17,200,000; (iv) 10,000 Class B-1 Units to CORR, and which, for the purposes of this Agreement, shall have a Fair Market Value in an amount equal to $117,000,000; (v) 505,000 all Class C-1 Units in the aggregate to the owned by Xxxxx Members as set forth on Exhibit A, and which, for the purposes of this Agreement, shall represent 50.5% of the Voting Interests of the Company; and (vi) 495,000 Class C-1 Units were automatically transferred to CORR, and which, for the purposes of this Agreement, shall represent 49.5% of the Voting Interests of the Company. (c) Additional Persons may be admitted to the Company as new Members only as provided in this Agreement. (d) As of the Effective Date, the Class A-1 Units, Class A-2 Units, Class A-3 Units, Class B-1 Units Units, Class B-2 Units, and Class C-1 Units, and the respective Sharing Ratios, Class A-1 Sharing Ratios, Class A-2 Sharing Ratios, Class A-3 Sharing Ratios, and Class B-1 Sharing Ratios and Class B-2 Sharing Ratios held by each Member are set forth on Exhibit A attached hereto. Exhibit A shall be amended by the Board from time to time to reflect changes and adjustments resulting from (i) the admission of any new Member, (ii) any Transfer in accordance with this Agreement, and/or (iii) any Capital Contributions made or additional Company Interests issued, in each case as permitted by this Agreement (provided, that a failure to reflect such change or adjustment on Exhibit A shall not prevent any otherwise valid change or adjustment from being effective). Any reference in this Agreement to Exhibit A shall be deemed a reference to Exhibit A as amended in accordance with this Section 3.1(d) and in effect from time to time.

Classes and Series of Company Interests. (a) As of the Effective Date, the Company Interests shall consist of five classes of Company Interests, designated as “Class A-1 Units,” “Class A-2 Units,” “Class A-3 Units,” “Class B-1 Units” and “Class C-1 Units.” Each class of Company Interests shall have the rights, powers, obligations, restrictions and limitations accorded such class as are set forth in this Agreement. Neither the Units previously issued, nor the Units issued hereunder shall be certificated unless otherwise determined by the Board. As of the Effective Date, a total of 1,613,202.0 Class A-1 Units, 2,436,000.0 Class A-2 Units, and 2,450,142.5 Class A-3 Units are hereby authorized for issuance, a total of 10,000 Class B-1 B- 1 Units are hereby authorized for issuance, and a total of 1,000,000 Class C-1 Units are hereby authorized for issuance. A Member may own one or more classes or series of Units, and the ownership of one class or series of Units shall not affect the rights, privileges, preferences or obligations of a Member with respect to the other class or series of Units owned by such Member. Any reference herein to a holder of a class of Units shall be deemed to refer to such holder only to the extent of such holder’s ownership of such class or series of Units. Notwithstanding anything to the contrary in this Agreement, any Units issued to CORR subsequent to the date hereof shall be Class B-1 Units, and any Units acquired by CORR or any Affiliate of CORR from any Xxxxx Member, shall automatically be converted to a Class B-1 Unit. (b) On the Effective Date, the Company issued: (i) 1,652,000 Class A-1 Units in the aggregate to the Xxxxx Members as set forth in consideration for the conversion and retirement of certain of the prior Class C Units issued under the Prior Agreement held by the Xxxxx Members on the Effective Date, which for the purposes of this Agreement, shall be deemed to have a Fair Market Value in an amount equal to $41,300,000; (ii) 2,436,000 Class A-2 Units in the aggregate to the Xxxxx Members as set forth in consideration for the conversion and retirement of certain of the prior Class C Units issued under the Prior Agreement held by the Xxxxx Members on the Effective Date, which for the purposes of this Agreement, shall be deemed to have a Fair Market Value in an amount equal to $60,900,000; (iii) 2,450,000 Class A-3 Units in the aggregate to the Xxxxx Members as set forth on Exhibit A in consideration for the conversion and retirement of certain of the prior Class C Units issued under the Prior Agreement held by the Xxxxx Members on the Effective Date, which for the purposes of this Agreement, shall be deemed to have a Fair Market Value in an amount equal to $17,200,000; (iv) 10,000 Class B-1 Units to CORR, and which, for the purposes of this Agreement, shall have a Fair Market Value in an amount equal to $117,000,000; (v) 505,000 Class C-1 Units in the aggregate to the Xxxxx Members as set forth on Exhibit A, and which, for the purposes of this Agreement, shall represent 50.5% of the Voting Interests of the Company; and (vi) 495,000 Class C-1 Units to CORR, and which, for the purposes of this Agreement, shall represent 49.5% of the Voting Interests of the Company. (c) Additional Persons may be admitted to the Company as new Members only as provided in this Agreement. (d) As of the Effective Date, the Class A-1 Units, Class A-2 Units, Class A-3 Units, Class B-1 Units and Class C-1 Units, and the respective Sharing Ratios, Class A-1 Sharing Ratios, Class A-2 Sharing Ratios, Class A-3 Sharing Ratios, and Class B-1 Sharing Ratios held by each Member are set forth on Exhibit A attached hereto. Exhibit A shall be amended by the Board from time to time to reflect changes and adjustments resulting from from (i) the admission of any new Member, (ii) any Transfer in accordance with this Agreement, and/or (iii) any Capital Contributions made or additional Company Interests issued, in each case as permitted by this Agreement (provided, that a failure to reflect such change or adjustment on Exhibit A shall not prevent any otherwise valid change or adjustment from being effective). Any reference in this Agreement to Exhibit A shall be deemed a reference to Exhibit A as amended in accordance with this Section 3.1(d) and in effect from time to time.