Issuance of Additional LLC Interests. The Board of Directors shall have authority to authorize the issuance, from time to time without any vote or other action by the Members, of any or all LLC Interests of the Company at any time authorized. While the Trust remains the sole holder of the LLC Interests, the Company will issue additional LLC Interests to the Trust in exchange for an equal number of shares of Trust Stock which the Company may sell or distribute in any manner, subject to applicable law, that the Board of Directors in its sole discretion deems appropriate and advisable.
Issuance of Additional LLC Interests. (a) Additional Non-Manager Members (the "Additional Non-Manager Members" and each an "Additional Non-Manager Member") may be admitted to the LLC and 47 52 such Additional Non-Manager Members may be issued LLC Interests, only upon approval of the Management Board and the consent of the Manager Member and upon such terms and conditions as may be established by the Manager Member with the consent of the Management Board (including, without limitation, upon such Additional Non-Manager Member's execution of an instrument satisfactory to the Manager Member whereby such Person becomes a party to this Agreement as a Non-Manager Member as well as, in the case of employees of the LLC (or its Controlled Affiliates) or any Controlled Affiliate of any such employee, such Person's compliance with the provisions of Section 3.7 hereof); provided, that, the Management Board and the Manager Member shall take all commercially reasonable steps to ensure that there are at least three (3) Non- Manager Members at all times.
(b) Except as provided by Section 5.4, existing Non-Manager Members may be issued additional LLC Interests by the LLC only with the consent of, and upon such terms and conditions as may be established by the Management Board with the consent of the Manager Member. The Manager Member may only be issued additional LLC Interests by the LLC upon approval by the Management Board.
(c) Each time other than as provided by Section 5.4 additional LLC Interests are issued, the Capital Accounts of all the Members (other than Clarx) xxall be adjusted as follows:
(i) the Manager Member shall determine the proceeds which would be realized if the LLC sold all its assets at such time for a price equal to the Fair Market Value of such assets determined as provided herein, and (ii) the Manager Member shall allocate amounts equal to the net gain or net loss which would have been realized upon such a sale to the Capital Accounts of all the Members immediately prior to the effectiveness of such issuance in accordance with the provisions of Section 4.2(c) or Section 4.2(d) hereof, as applicable (provided, that LLC Points and Reserved Points of Clarx xxxll be deemed to have been allocated in accordance with the last sentence of Section 5.4 at the time provided therein).
(d) Upon the issuance of additional LLC Interests, the Manager Member shall make the appropriate revisions to Schedule A hereto.
Issuance of Additional LLC Interests. The Board Of Managers is hereby authorized to cause the LLC from time to time to issue to Members or other Persons (who, upon such issuance and the execution by such Persons of such documents as the Board of Managers deems necessary or appropriate to evidence such Persons agreement to be admitted as a Member and to be bound by the terms and conditions of the Certificate and this Agreement, shall automatically become Members) additional LLC Interests for such consideration and in one or more classes, or one or more series of any such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior to the then-existing LLC Interests, all as shall be determined by the Board of Managers, subject to the requirements, of New Jersey law, including without limitation, (i) the allocations of items of LLC income, gain, loss, deduction and credit to each such class or series of LLC Interests; (ii) the right of each such class or series of LLC Interests to share in LLC distributions; and (iii) the rights of each such class or series of LLC Interests upon dissolution and liquidation of the LLC.
Issuance of Additional LLC Interests. (a) Subject to Sections 5.11, 7.1 and 7.5 hereof, the Board may admit new Members to the LLC, issue additional LLC Interests and, pursuant to a written plan adopted and approved by the Board under Section 5.11 (an "Incentive Plan") issue Common Interests, or grant options to purchase Common Interests. As a condition to the admission of a new Member, such Member must become a party to this Agreement by signing a counterpart signature page to this Agreement.
(b) Upon the issuance of additional LLC Interests to a Member, the LLC shall make the appropriate revisions to Schedule 1 hereto to reflect the additional LLC Interests issued to the Member and identifying the Member, other than Roxbury or any entity consolidated with Wilmington for Federal income tax purposes, as a Principal.
(c) Upon the issuance of additional Common Interests pursuant to an Incentive Plan or otherwise, the percentage "[ * ]%" set forth in Section 6.3(a)(i)(A) hereof and used to calculate the Preferred Member Revenue Share shall be reduced in an amount and in a manner agreed to by Members holding a majority of the outstanding Preferred Membership Points and Members holding a majority of the outstanding Common Membership Points to reflect the parties' agreement that any such issuance of Common Interests will dilute the ownership of the LLC represented by the Preferred Interests as well as the Common Interests. See an example in Exhibit F.
Issuance of Additional LLC Interests. (a) Subject to Sections 5.12, 7.1 and 7.5 hereof, the Board may admit new Members to the Company, issue additional LLC Interests and grant options to purchase LLC Interests upon such terms and conditions as it may establish. As a condition to the admission of a new Member, such Member must become a party to this Agreement.
(b) The Company granted options to purchase LLC Interests to the persons named on Schedule 7.9 hereto in the amounts and at the exercise price set forth opposite their respective names on such schedule. Upon the grant of additional options to purchase LLC Interests by the Company, an Officer shall make the appropriate revisions to Schedule 7.9 hereto to reflect the options granted. Such options shall be exercisable at a price per Membership Point equal to the fair market value of each such Membership Point on the date such options are granted based upon the valuation methodology set forth in Exhibit B hereto. As a condition to the grant of options under this Section 7.9(b), each option holder and the Company shall execute an Option Agreement substantially in the form of Exhibit E hereto (an "Option Agreement"). Upon the closing of the exercise of the options granted pursuant to this Section 7.9(b), the purchaser of Membership Points shall become a Principal with respect to the LLC Interest so purchased.
(c) Upon the issuance of additional Membership Points to a Member, an Officer shall make the appropriate revisions to Schedule 2 hereto to reflect the additional Membership Points issued to the Member and identifying the Member as a Principal.
Issuance of Additional LLC Interests. Subject to Section 7(a) and Section 8, Manager is hereby authorized to cause the Company from time to time to issue to Members or other persons additional LLC Interests in accordance with the terms hereof.
Issuance of Additional LLC Interests. (a) Additional Non-Manager Members (the "Additional Non-Manager Members" and each an "Additional Non-Manager Member") may be admitted to the LLC and such Additional Non-Manager Members may be issued LLC Points, only upon receipt of a Majority Vote and the consent of the Manager Member and upon such terms and conditions as may be established by the Manager Member with a Majority Vote (including, without limitation, upon such Additional Non-Manager Member's execution of an instrument satisfactory to the Manager Member whereby such Person becomes a party to this Agreement as a Non-Manager Member as well as such Person's compliance with the provisions of Section 3.6 hereof).
Issuance of Additional LLC Interests a. Subject to Sections 5.13(d), 7.1, 7.2, 7.3 and 7.4, the Board may admit new Members to the LLC, issue additional LLC Interests and grant options to purchase LLC Interests upon terms and conditions it may establish from time to time, which terms may include any Capital Deduction Amount relating to the LLC Interests and, the rights, if any, that a holder of such LLC Interests will have relating to the matters discussed in this Article 7. As a condition to the admission of a new Member, that Member must become a party to this Agreement.
b. Upon the issuance of additional LLC Interests with associated Membership Points to a Member, an Officer shall make the appropriate revisions to Schedule 1.
Issuance of Additional LLC Interests. (a) Additional Non-Manager Members (the "Additional Non-Manager Members" and each an "Additional Non-Manager Member") may be admitted to the LLC, and such Additional Non-Manager Members may be issued LLC Points, only (i) upon receipt of a Majority Vote and the consent of the Manager Member and the Management Committee and upon such terms and conditions as may be established by the Manager Member (including, without limitation, upon such Additional Non-Manager Member's execution of an instrument in form and substance satisfactory to the Manager Member whereby such Person becomes a party to this Agreement as a Non-Manager Member as well as such Person's compliance with the provisions of Section 3.8 hereof), or (ii) with respect to Program LLC Points in the Purchase Reserve which have not yet been issued, in accordance with and subject to the provisions of the Purchase Program.
Issuance of Additional LLC Interests. Additional Non-Manager Members (the "Additional Non-Manager Members" and each an "Additional Non-Manager Member") may be admitted to the LLC and such Additional Non-Manager Members may be issued LLC Interests, only upon approval of the Management Board and the consent of the Manager Member and upon such terms and conditions as may be established by the Manager Member with the consent of the Management Board (including, without limitation, upon such Additional Non-Manager Member's execution of an instrument satisfactory to the Manager Member whereby such Person becomes a party to this Agreement as a Non-Manager Member as well as, in the case of employees of the LLC (or its Controlled Affiliates) or any Controlled Affiliate of any such employee, such Person's compliance with the provisions of Section 3.7 hereof); provided, that, the Management Board and the Manager Member shall take all commercially reasonable steps to ensure that there are at least three (3) Non-Manager Members at all times.
