Initial Members; Additional Members. (i) Subject to Section 4(e)(ii), the Board may from time to time authorize and cause the Company to issue, pursuant to the Plan or otherwise, additional Units, securities or rights convertible into Units, options or warrants to purchase Units, or any combination of the foregoing, consisting either of the classes of Units authorized hereby or as otherwise may be authorized in accordance with the terms hereof (collectively, “New Securities”), and with such rights, privileges, preferences and restrictions and other terms and conditions, and in exchange for such cash or other lawful consideration, as the Board may determine, and to admit the holders of such New Securities as Members (“Additional Members”) on such terms as are determined by the Board. Any such New Securities will be issued pursuant to subscription agreements and such other documents deemed appropriate by the Board. The number and the class of Units held by each Member shall be set forth opposite such Member’s name on the Schedule 1, which may, without any need for consent or approval of the Members, be updated by the Company from time to time to account for Additional Members and/or any other changes to the Members of the Company effected in accordance with this Agreement.
Initial Members; Additional Members. The initial Members of the Company are as set forth on APPENDIX A attached hereto. The Management Committee by Supermajority Vote, may in its sole discretion admit additional Members to the Company and cause the Company to issue Units of any class to any such additional Member or any current Member. The Management Committee by Supermajority Vote may provide for the creation of new classes of Units which may have terms and preferences different from the Units issued on the date of this Agreement, provided that an amendment to this Agreement that sets forth the terms and preferences of such new class of Units is approved as an amendment to this Agreement in accordance with Section 13.2. The Members acknowledge that the admission of such new Members or the issuance of additional Membership Interests to pre-existing Members may dilute the Percentage Interests of the Members and the Percentage Interests represented by Membership Interests that may be acquired upon exercise of rights granted pursuant to an Option.
Initial Members; Additional Members. The initial Members of the Company are as set forth on Appendix A attached hereto. No Person may be admitted as an additional Member of the Company (including, without limitation, upon the exercise of an option granted pursuant to an Option Plan) except in accordance with the provisions of this Agreement. The Company may also admit one or more new Members with the approval of a Majority in Interest of the Members and the approval of the Management Committee (except that no such approval shall be required in the case of exercise of rights granted pursuant to an Option Plan or the GFI Option). The Members acknowledge that the admission of such new Members or the issuance of additional Membership Interests to pre-existing Members may dilute the Percentage Interests of the Members and the Percentage Interests represented by Membership Interests that may be acquired upon exercise of rights granted pursuant to an Option Plan.
Initial Members; Additional Members. The third sentence of SECTION 3.1 of the Operating Agreement is amended and restated to read as follows: The Management Committee by Supermajority Vote may provide for the creation of new classes of Units which may have terms and preferences different from the Units issued on April 30, 1999, provided that an amendment to this Agreement that sets forth the terms and preferences of such new class of Units is approved as an amendment to this Agreement in accordance with Section 13.2.
Initial Members; Additional Members. The initial Members of the Company are as set forth and identified as such on Appendix A attached hereto. The Board may in its sole discretion admit Additional Members to the Company and cause the Company to issue Units to any such Additional Member or any current Member; provided, however, that (a) no more than a total 50,000,000 Units of the Company may be issued to all Members, and (b) the first Units sold in any offering shall be the Reserved Units. The Members acknowledge that, except as otherwise provided in this Section 3.1, the admission of such new Members or the issuance of additional Membership Interests to pre-existing Members may dilute the Percentage Interests of the Members and the Percentage Interests represented by Membership Interests that may be acquired upon exercise of rights granted pursuant to an Option. If at any time or from time to time after the Articles are filed, the Company issues or sells Units to Third Party Members, then and in each such case, the Initial Members shall be issued a number of additional Units necessary to maintain their respective Percentage Interests in the Company at not less than 20% in the case of PEC and 10% in the case of Ritblatt, which percentage shall be reduced by sales made by the respective Initial Member, or its or her successors in interest, of Units held by such Initial Member.
Initial Members; Additional Members. The Initial Members of the Company are the Persons executing this Agreement as of the date of this Agreement as Members, each of which is admitted to the Company as a Member effective contemporaneously with the execution by such Person of this Agreement. Additional Persons may be admitted to the Company as Members and Membership Interests may be created and issued to those Persons and to existing Members at the direction of the affirmative vote of a Majority in Interest of the Members, or by purchase of Membership Interests from existing Members in accordance with Section 8.2 of this Agreement. The admission terms, to be determined at the admission date by the affirmative vote of a Majority in Interest of the Members, may provide for the creation of different classes or groups of Members and/or different rights, powers, and duties. The creation of any new class or group must be reflected in an amendment to the Agreement and to the Articles of Organization indicating the different rights, powers, and duties. The admission of a new or substitute Member also must comply with the requirements described elsewhere in this Agreement and will be effective on the date described in Section 8.7 hereof only after the requirements of Section 8.4 have been satisfied.
