Issuance of Additional Membership Interests. Any Person approved by the Manager may become a Member in the Company by the issuance by the Company of Membership Interests for such consideration, as the Manager shall unanimously determine in its sole discretion. The Manager shall determine at the time of such issuance of Membership Interests the Ownership Percentage of such newly admitted Member (with the Ownership Percentages of the then existing Members being decreased respectively). Any new Member shall sign and deliver such documents to the Manager to agree to and join all terms and conditions of this Operating Agreement
Issuance of Additional Membership Interests. Except as otherwise provided for herein, any Person approved by all of the Members may become a Member in the Company by the issuance by the Company of Membership Interests for such consideration as all of the Members shall determine. No new Members shall be entitled to any retroactive allocation of losses, income or expense deductions incurred by the Company. The Managers may, upon the approval of all the existing Members, at the time a Member is admitted, close the Company books (as though the Company’s tax year had ended) or make pro rata allocations of loss, income and expense deductions to a new Member for that portion of the Company’s tax year in which a Member was admitted in accordance with the provisions of Section 706(d) of the Code and the Treasury Regulations promulgated thereunder.
Issuance of Additional Membership Interests. Except for (a) the issuance of any Excluded Membership Interests or (b) the issuance of Membership Interests made pursuant to and in accordance with Section 5.1(c), Section 5.1(d) or Article VII, the Company shall not issue any new Membership Interests, or any securities convertible into Membership Interests or other equity interests of the Company, to any Third Party or to the Members other than in accordance with their respective Percentage Interests.
Issuance of Additional Membership Interests. Additional membership interests in the Company may be issued from time to time for such consideration, or as a dividend, as the Members may determine. Upon receipt by the Company of payment of the consideration for the issuance of membership interests, such membership interests shall be fully paid and nonassessable.
Issuance of Additional Membership Interests. Subject to the prior approval of Rxxxx, the Manager shall have full authority to cause the Company to issue additional Membership Interests to new Members, so long as after the issuance of the additional Membership Interests the Percentage Interest of every Member is adjusted to be proportionate to the Capital Contributions made by each Member to the Company. Any new Member admitted to the Company upon the issuance of additional Membership Interests shall become a party to this Agreement and agree to be bound by all the terms and conditions hereof by executing such documents and instruments as the Company has reasonably requested, and the Manager shall promptly amend Schedule I hereto (without the need for any action by the Members) to reflect the admission of such Member.
Issuance of Additional Membership Interests. (a) Subject to the approval of Members representing a Majority Interest, the Company may issue additional Membership Interests to any Person at any time for such consideration and on such other terms and conditions as the Members representing a Majority Interest deem appropriate.
(b) If any additional Membership Interests are issued hereunder to any Person who is not already a Member, any such Person (and such Person’s spouse, as applicable) shall, as a condition to admission as an additional Member (an “Additional Member”), execute and acknowledge such instruments as Members representing a Majority Interest determine to be necessary or appropriate to effect the admission of such Person as an Additional Member, including, without limitation, the written agreement by such Person (and such Person’s spouse, as applicable) to become a party to, and be bound by, the provisions of this Agreement. Upon the admission of any Additional Member, the Schedule of Members attached hereto as Schedule A shall be amended to reflect the admission of such Additional Member.
Issuance of Additional Membership Interests. The LLC may issue Membership Interests and admit additional Members only upon the express, written consent of the Member. The Member shall determine the necessary Capital Contributions, if any, by such additional Members. Any additional Member must execute and deliver in writing a statement of acceptance and adoption of the provisions of this Agreement.
Issuance of Additional Membership Interests. (a) Subject to Section 9.9 and the other provisions of this Agreement, the Company may issue new or additional Membership Interests, including any Preferred Membership Interests to any Person and any Membership Interests that would be characterized as "profits interests" for U.S. federal income tax purposes to Company employees or others who provide services to or on behalf of the Company (such profits interests, "ADDITIONAL PROFITS INTERESTS"), with such obligations to make Capital Contributions and such special rights and preferences as to distributions, voting and other matters, and in such separate classes and series, as may be approved by the Board of Directors, and EXHIBIT A and this Agreement shall be amended appropriately to reflect the same (without requiring the consent of any Member). The issuance of new or additional Membership Interests that have corresponding Percentage Interests shall dilute on a PRO RATA basis the aggregate Percentage Interest of the Membership Interests outstanding immediately prior to such issuance. The issuance of new or additional Voting Membership Interests shall dilute on a PRO RATA basis the voting power of the Voting Membership Interests outstanding immediately prior to such issuance.
(b) The Company shall not recognize any potential new Member unless and until (i) such Person shall have executed and delivered a counterpart of this Agreement (as modified or amended from time to time), (ii) such Person shall have executed and delivered a document setting forth its notice address and such other instruments as the Board of Directors, in its discretion, may deem necessary to confirm the undertaking of such Person to be bound by all the terms and provisions of this Agreement and (iii) such Person has made payment in full for its Membership Interests.
(c) Only the Persons named in EXHIBIT A of this Agreement or subsequently admitted to the Company as Members as provided in this Section 3.3 shall be considered Members, and the Company need deal only with the Members so named and so admitted. The Company shall not be required to deal with any other Person by reason of a Transfer by a Member, except as otherwise provided in this Agreement.
Issuance of Additional Membership Interests. 3.5.1 The Company shall not issue additional Membership Interests without the consent of all of the Members, except that a Majority Interest may approve the issuance of additional Membership Interests in: (i) any public offering of Membership Interests pursuant to a Registration Statement filed under the Securities Act of 1933, as amended; or (ii) any other offering of Membership Interests provided that no Member nor its Affiliates shall directly or indirectly purchase any Membership Interests in any such offering and there shall be no understanding or agreement in effect as a result of which a Member or any of its Affiliates shall be entitled to purchase any such additional Membership Interests which are purchased by other Persons.
3.5.2 Any additional Members shall obtain Membership Interests and will participate in the Net Profits, Net Losses and distributions of the Company on such terms as are determined by the Managers and approved by all of the Members or a Majority Interest in those cases where a Majority Interest is entitled to approve the issuance of additional Membership Interests as provided in Section 3.5.1. Any additional Members shall be required to agree to be bound by the terms of this Agreement, and the issuance of Membership Interests to such Members shall not be effective unless and until the purchaser agrees in writing to be so bound.
Issuance of Additional Membership Interests. Any losses or deductions arising in connection with the issuance or vesting of any Membership Interest in the Company issued in connection with the performance of services and after March 10, 2013, shall be specially allocated in full to Delek Logistics Services.
