Common use of Issuance of Additional LLC Interests Clause in Contracts

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. (a) Additional Except as provided in Section 5.2, additional Non-Manager Members (together with any Person admitted as a substitute or additional Non-Manager Member pursuant to Section 5.2 hereof, the "Additional Non-Manager Members" and each an "Additional Non-Manager Member") may be admitted to the LLC LLC, and 47 52 such Additional Non-Manager Members may be issued LLC Interests, only upon approval of the Management Board and the prior written consent of the Manager Member and the Management Committee granted after the Effective Time (and then upon such terms and conditions as may be established jointly by the Manager Member with the consent of and the Management Board (includingCommittee, including without limitation, 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, in the case of employees of the LLC (or its Controlled Affiliates) or any Controlled Affiliate of any such employee, as such Person's compliance with the provisions of Section 3.7 3.8 hereof); provided, that, the Management Board and . Unless the Manager Member and the Management Committee each shall take all commercially reasonable steps have otherwise granted their prior written consent after the Effective Time, any issuance of LLC Points pursuant to ensure that there are at least three this Section 5.5(a) shall be accompanied by a simultaneous issuance of the same number of WY LLC Points by the WY LLC to the same Person (3or to its Affiliated "Non-Manager Member" under the WY LLC Agreement, as applicable) Non- Manager Members at all timesreceiving LLC Points in such issuance by the LLC. (b) Except as provided by Section 5.4, existing Existing Non-Manager Members may be issued additional LLC Interests Points by the LLC only with upon the prior written consent of, of the Manager Member and the Management Committee granted after the Effective Time (and then upon such terms and conditions as may be established jointly by the Manager Member and the Management Board with the consent of the Manager MemberCommittee). The Manager Member or its Affiliates may only be issued additional LLC Interests Points (or other LLC Interests) upon the approval of the Management Committee. Unless the Manager Member and the Management Committee each shall have otherwise granted their prior written consent after the Effective Time, any issuance of LLC Points pursuant to this Section 5.5(b) shall be accompanied by a simultaneous issuance of the same number of WY LLC Points by the WY LLC upon approval to the same Person (or to its Affiliated "Non-Manager Member" under the WY LLC Agreement, as applicable) receiving LLC Points in such issuance by the Management BoardLLC. (c) Each time other than as provided by Section 5.4 additional LLC Interests are issuedissued (including, without limitation, additional LLC Points), the Capital Accounts of all the Members (other than Clarx) xxall shall 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 shall be determined as provided hereinin the definition of Fair Market Value, 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(cSections 4.2(e) or Section 4.2(dand 4.2(f) 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 InterestsInterests in accordance with the provisions of this Article V, the Manager Member shall make the appropriate revisions to Schedule SCHEDULE A hereto. (e) Notwithstanding anything in this Agreement to the contrary, (i) no additional LLC Interests may be issued if, giving effect to such issuance, the total number of Members would be deemed to exceed one hundred (100) as determined in accordance with Treasury Regulation Section 1.7704-1 (h), and (ii) no LLC Interests may be issued (A) in a transaction that is required to be registered under the Securities Act, or (B) in a transaction that is not required to be registered under the Securities Act by reason of Regulation S thereunder unless the offering and sale of the LLC Interests would not have been required to be registered under the Securities Act if the LLC Interests had been offered and sold within the United States, or in any transaction that would otherwise violate the securities or other laws of any jurisdiction. (f) Until the earlier to occur of (i) the date of the consummation of the Subsequent Purchase pursuant to Section 12 of the Purchase Agreement or (ii) such time as it has become objectively determinable that AMG will not be required to consummate the Subsequent Purchase pursuant to Section 12 of the Purchase Agreement, any issuance of LLC Points by the LLC shall require the prior written approval of FAID (such approval not to be unreasonably withheld).

Issuance of Additional LLC Interests. (a) Additional Except as provided in Section 5.2, additional Non-Manager Members (the "Additional Non-Manager Members" and each each, an "“Additional Non-Manager Member"”) may be admitted to the LLC LLC, and 47 52 such Additional Non-Manager Members may be issued LLC Units (or other LLC Interests), only upon approval of the Management Board and the prior written consent of the Manager Member and the Management Committee (and then upon such terms and conditions as may be established by the Manager Member with the consent of the Management Board (includingMember, including without limitation, limitation upon such Additional Non-Manager Member's ’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, 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 hereofMember); 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 Existing Non-Manager Members may be issued additional LLC Interests Units (or other LLC Interests) by the LLC only with upon the prior written consent of, of the Manager Member and the Management Committee (and then upon such terms and conditions as may be established by the Management Board with the consent of the Manager Member). The Manager Member or its Affiliates may only be issued additional LLC Interests by Units (or other LLC Interests) upon the LLC upon approval by of the Management BoardCommittee. (c) Each time other than as provided by Section 5.4 additional LLC Interests are issuedissued (including, without limitation, additional LLC Units), the Capital Accounts of all the Members (other than Clarx) xxall shall 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(cSections 4.2(e) or Section 4.2(dand 4.2(f) 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 InterestsInterests in accordance with the provisions of this Article V, the Manager Member shall make the appropriate revisions to Schedule A hereto. (e) Notwithstanding anything in this Agreement to the contrary, (i) no additional LLC Interests may be issued if, giving effect to such issuance, the total number of Members would be deemed to exceed one hundred (100) as determined in accordance with Treasury Regulation Section 1.7704-1(h), and (ii) no LLC Interests may be issued (A) in a transaction that is required to be registered under the Securities Act, or (B) in a transaction that is not required to be registered under the Securities Act by reason of Regulation S thereunder unless the offering and sale of the LLC Interests would not have been required to be registered under the Securities Act if the LLC Interests had been offered and sold within the United States, or in any transaction that would otherwise violate the securities or other laws of any jurisdiction.

Issuance of Additional LLC Interests. (a) Additional Except as provided in Section 5.2, additional Non-Manager Members (together with any Person admitted as a substitute or additional Non-Manager Member pursuant to Section 5.2 hereof, the "Additional Non-Manager Members" and each an "Additional Non-Manager Member") may be admitted to the LLC LLC, and 47 52 such Additional Non-Manager Members may be issued LLC Interests, only upon approval of the Management Board and the prior written consent of the Manager Member and the Management Committee granted after the Effective Time (and then upon such terms and conditions as may be established jointly by the Manager Member with the consent of and the Management Board (includingCommittee, including without limitation, 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, in the case of employees of the LLC (or its Controlled Affiliates) or any Controlled Affiliate of any such employee, as such Person's compliance with the provisions of Section 3.7 3.8 hereof); provided, that, the Management Board and . Unless the Manager Member and the Management Committee each shall take all commercially reasonable steps have otherwise granted their prior written consent after the Effective Time, any issuance of LLC Points pursuant to ensure that there are at least three this Section 5.5(a) shall be accompanied by a simultaneous issuance of the same number of DE LLC Points by the DE LLC to the same Person (3or to its Affiliated "Non-Manager Member" under the DE LLC Agreement, as applicable) Non- Manager Members at all timesreceiving LLC Points in such issuance by the LLC. (b) Except as provided by Section 5.4, existing Existing Non-Manager Members may be issued additional LLC Interests Points by the LLC only with upon the prior written consent of, of the Manager Member and the Management Committee granted after the Effective Time (and then upon such terms and conditions as may be established jointly by the Manager Member and the Management Board with the consent of the Manager MemberCommittee). The Manager Member or its Affiliates may only be issued additional LLC Interests Points (or other LLC Interests) upon the approval of the Management Committee. Unless the Manager Member and the Management Committee each shall have otherwise granted their prior written consent after the Effective Time, any issuance of LLC Points pursuant to this Section 5.5(b) shall be accompanied by a simultaneous issuance of the same number of DE LLC Points by the DE LLC upon approval to the same Person (or to its Affiliated "Non-Manager Member" under the DE LLC Agreement, as applicable) receiving LLC Points in such issuance by the Management BoardLLC. (c) Each time other than as provided by Section 5.4 additional LLC Interests are issuedissued (including, without limitation, additional LLC Points), the Capital Accounts of all the Members (other than Clarx) xxall shall 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 shall be determined as provided hereinin the definition of Fair Market Value, 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(cSections 4.2(e) or Section 4.2(dand 4.2(f) 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 InterestsInterests in accordance with the provisions of this Article V, the Manager Member shall make the appropriate revisions to Schedule SCHEDULE A hereto. (e) Notwithstanding anything in this Agreement to the contrary, (i) no additional LLC Interests may be issued if, giving effect to such issuance, the total number of Members would be deemed to exceed one hundred (100) as determined in accordance with Treasury Regulation Section 1.7704-1 (h), and (ii) no LLC Interests may be issued (A) in a transaction that is required to be registered under the Securities Act, or (B) in a transaction that is not required to be registered under the Securities Act by reason of Regulation S thereunder unless the offering and sale of the LLC Interests would not have been required to be registered under the Securities Act if the LLC Interests had been offered and sold within the United States, or in any transaction that would otherwise violate the securities or other laws of any jurisdiction. (f) Until the earlier to occur of (i) the date of the consummation of the Subsequent Purchase pursuant to Section 12 of the Purchase Agreement or (ii) such time as it has become objectively determinable that AMG will not be required to consummate the Subsequent Purchase pursuant to Section 12 of the Purchase Agreement, any issuance of LLC Points by the LLC shall require the prior written approval of FAI (such approval not to be unreasonably withheld).