Common use of Issuance of Additional Membership Units Clause in Contracts

Issuance of Additional Membership Units. (a) The Manager is hereby authorized and directed to cause the Company to issue to the Initial Members on the Initial Closing Date the number of Membership Units set forth in Section 5.1(h). (b) The Manager is hereby authorized and directed to cause the Company to issue to any Member (including a New Member) that makes a Capital Contribution (excluding the contribution of the WCPT Contributed Assets and the Whitehall Contributed Assets on the Initial Closing Date and the contribution of the Whitehall Additional Contributed Assets on the Additional Closing Date) to the Company (including a capital contribution made by a Contributing Member in accordance with Section 5.3), the number of Membership Units equal to the amount of such contributing Member's Capital Contribution divided by a price per Membership Unit determined by the Management Committee; provided that, if the Management Committee is unable to determine such price, the price per Membership Unit shall be equal to the Deemed Value Per Membership Unit. Unless specifically resolved otherwise by the Management Committee, any Membership Units issued after the Initial Closing Date shall have the same rights, powers and duties as the Membership Units issued on the Initial Closing Date; provided that, in any event, the Management Committee may authorize the classification of multiple classes of Membership Units and may establish the designations, preferences and relative, participating, optional or other special rights, powers or duties of each class of Membership Units. (c) The Manager is hereby authorized and directed to cause the Company to issue Membership Units (i) to WRP as required in connection with the exercise of the WRP Warrants in exchange for Membership Units, (ii) to WCPT in connection with Whitehall's exercise of its rights set forth in Section 8.3 and (iii) to WRP in connection with the exchange of Membership Units for the WRP At-Market Shares.

Issuance of Additional Membership Units. (a) The Manager is hereby authorized and directed to cause the Company to issue to the Initial Members on the Initial Closing Date the number of Membership Units and Series A Preferred Membership Units as set forth in Section 5.1(h)Schedule 5.1. (b) The Manager is hereby authorized and directed to cause the Company to issue to any Member (including a New Member) that makes a Capital Contribution (excluding the contribution of the WCPT Contributed Assets and the Whitehall Contributed Assets on the Initial Closing Date and the contribution of the Whitehall Additional Contributed Assets on the Additional Closing Date) to the Company (including a capital contribution made by a Contributing Member in accordance with Section 5.3), the number of Membership Units equal to the amount of such contributing Member's Capital Contribution divided by a price per Membership Unit determined by the Management Committee; provided that, if the Management Committee is unable to determine such price, the price per Membership Unit shall be equal to the Deemed Value Per Membership Unit, provided, further that, if (i) all or any portion of the Capital Contribution is made by any or all of the Managing Members, and a third party is not making a Capital Contribution contemporaneously with any or all of the Managing Members at the same price per Membership Unit and (ii) the Deemed Value Per Membership Unit is less than the most recent price per Membership Unit utilized to issue Membership Units to any Person (other than the Managing Members), Saracen shall have the right for its own account, and not for the account of any other party, to make a Capital Contribution in an amount equal to the product of (x) the aggregate amount of the Capital Contributions described in this Section 5.9(b) to be made by any or all of the Managing Members and (y) its Percentage Interest immediately prior to such Capital Contributions. In such instance, Saracen shall be given at least thirty (30) days' prior written notice to make such Capital Contribution and if no Capital Contribution is made by Saracen within such thirty (30) day period, the right to make such Capital Contribution shall be deemed waived. Unless specifically resolved otherwise by the Management Committee, any Membership Units issued after the Initial Closing Date shall have the same rights, powers and duties as the Membership Units issued on the Initial Closing Date; provided that, in any event, the Management Committee may authorize the classification of multiple classes of Membership Units membership interests and may establish the designations, preferences and relative, participating, optional or other special rights, powers or duties of each class of membership interests, subject to the restrictions set forth in the Series A Terms. Notwithstanding anything to the contrary herein, (i) Saracen shall not be entitled to exercise its preemptive rights set forth herein to acquire Membership UnitsUnits at $15.85 per Membership Unit with respect to any Capital Contributions made by each Managing Member and Holding Co. in an amount up to such Member's Capital Commitment and (ii) Saracen hereby acknowledges that it has no rights under this Section 5.9(b) as of the date hereof with respect to any Capital Contributions made prior to the date hereof and hereby consents to each of the Managing Members and Holding Co. making Capital Contributions from time to time after the date hereof in such amounts determined in accordance with each of their respective Capital Commitments in exchange for Membership Units issued by the Company at a Deemed Value Per Membership Unit equal to $15.85 per Membership Unit. (c) The Manager is hereby authorized and directed to cause the Company to issue Membership Units (i) to WRP as required in connection with the exercise of the WRP Warrants or the New WRP Warrants in exchange for Membership Units, (ii) to WCPT in connection with WhitehallWHWEL's, Whitehall XI's, Holding Co.'s and Saracen's exercise of its their rights set forth in Section 8.3 and 8.3, (iii) to WRP in connection with the exchange of Membership Units for the WRP At-Market SharesShares and (iv) to Saracen in connection with the conversion of the Series A Preferred Membership Units.

Issuance of Additional Membership Units. (a) The Manager is hereby authorized and directed to cause the Company to issue to the Initial Members on the Initial Closing Date the number of Membership Units and Series A Preferred Membership Units as set forth in Section 5.1(h)Schedule 5.1. (b) The Manager is hereby authorized and directed to cause the Company to issue to any Member (including a New Member) that makes a Capital Contribution (excluding the contribution of the WCPT Contributed Assets and the Whitehall Contributed Assets on the Initial Closing Date and the contribution of the Whitehall Additional Contributed Assets on the Additional Closing Date) to the Company (including a capital contribution made by a Contributing Member in accordance with Section 5.3), the number of Membership Units equal to the amount of such contributing Member's Capital Contribution divided by a price per Membership Unit determined by the Management Committee; provided that, if the Management Committee is unable to determine such price, the price per Membership Unit shall be equal to the Deemed Value Per Membership Unit, PROVIDED, FURTHER that, if (i) all or any portion of the Capital Contribution is made by any or all of the Managing Members, and a third party is not making a Capital Contribution contemporaneously with any or all of the Managing Members at the same price per Membership Unit and (ii) the Deemed Value Per Membership Unit is less than the most recent price per Membership Unit utilized to issue Membership Units to any Person (other than the Managing Members), Saracen shall have the right for its own account, and not for the account of any other party, to make a Capital Contribution in an amount equal to the product of (x) the aggregate amount of the Capital Contributions described in this Section 5.9(b) to be made by any or all of the Managing Members and (y) its Percentage Interest immediately prior to such Capital Contributions. In such instance, Saracen shall be given at least thirty (30) days' prior written notice to make such Capital Contribution and if no Capital Contribution is made by Saracen within such thirty (30) day period, the right to make such Capital Contribution shall be deemed waived. Unless specifically resolved otherwise by the Management Committee, any Membership Units issued after the Initial Closing Date shall have the same rights, powers and duties as the Membership Units issued on the Initial Closing Date; provided PROVIDED that, in any event, the Management Committee may authorize the classification of multiple classes of Membership Units membership interests and may establish the designations, preferences and relative, participating, optional or other special rights, powers or duties of each class of membership interests, subject to the restrictions set forth in the Series A Terms. Notwithstanding anything to the contrary herein, (i) Saracen shall not be entitled to exercise its preemptive rights set forth herein to acquire Membership UnitsUnits at $15.85 per Membership Unit with respect to any Capital Contributions made by each Managing Member and Holding Co. in an amount up to such Member's Capital Commitment and (ii) Saracen hereby acknowledges that it has no rights under this Section 5.9(b) as of the date hereof with respect to any Capital Contributions made prior to the date hereof and hereby consents to each of the Managing Members and Holding Co. making Capital Contributions from time to time after the date hereof in such amounts determined in accordance with each of their respective Capital Commitments in exchange for Membership Units issued by the Company at a Deemed Value Per Membership Unit equal to $15.85 per Membership Unit. (c) The Manager is hereby authorized and directed to cause the Company to issue Membership Units (i) to WRP as required in connection with the exercise of the WRP Warrants or the New WRP Warrants in exchange for Membership Units, (ii) to WCPT in connection with WhitehallWHWEL's, Whitehall XI's, Holding Co.'s and Saracen's exercise of its their rights set forth in Section 8.3 and 8.3, (iii) to WRP in connection with the exchange of Membership Units for the WRP At-Market SharesShares and (iv) to Saracen in connection with the conversion of the Series A Preferred Membership Units.

Issuance of Additional Membership Units. (a) The Manager is hereby authorized and directed to cause the Company to issue to (i) the Initial Members on the Initial Closing Date the number of Membership Units set forth in Section Schedule 5.1(h) and (ii) the Saracen Members on the Saracen Closing Date the number of Membership Units and Series A Preferred Membership Units set forth in Schedule 5.1(h). (b) The Manager is hereby authorized and directed to cause the Company to issue to any Member (including a New Member) that makes a Capital Contribution (excluding the contribution of the WCPT Contributed Assets and the Whitehall Contributed Assets on the Initial Closing Date and the contribution of the Whitehall Additional Contributed Assets on the Additional Closing Date) to the Company (including a capital contribution made by a Contributing Member in accordance with Section 5.3), the number of Membership Units equal to the amount of such contributing Member's Capital Contribution divided by a price per Membership Unit determined by the Management Committee; provided that, if the Management Committee is unable to determine such price, the price per Membership Unit shall be equal to the Deemed Value Per Membership Unit, provided, further that, if (i) all or any portion of the Capital Contribution is made by WCPT or Whitehall, or both, and a third party is not making a Capital Contribution contemporaneously with WCPT and/or Whitehall at the same price per Membership Unit and (ii) the price per Membership Unit determined by the Management Committee in connection with such Capital Contribution is less than the most recent price per Membership Unit utilized to issue Membership Units to any Person (other than Whitehall or WCPT), Saracen shall have the right for its own account, and not for the account of any other party, to make a Capital Contribution in an amount equal to the product of (x) the aggregate amount of the Capital Contributions described in this Section 5.9(b) to be made by WCPT and/or Whitehall and (y) its Percentage Interest immediately prior to such Capital Contributions. In such instance, Saracen shall be given at least thirty (30) days' prior written notice to make such Capital Contribution and if no Capital Contribution is made by Saracen within such thirty (30) day period, the right to make such Capital Contribution shall be deemed waived. Unless specifically resolved otherwise by the Management Committee, any Membership Units issued after the Initial Closing Date shall have the same rights, powers and duties as the Membership Units issued on the Initial Closing Date and the Saracen Closing Date; provided that, in any event, the Management Committee may authorize the classification of multiple classes of Membership Units membership interests and may establish the designations, preferences and relative, participating, optional or other special rights, powers or duties of each class of Membership Unitsmembership interests, subject to the restrictions set forth in the Series A Terms. (c) The Manager is hereby authorized and directed to cause the Company to issue Membership Units (i) to WRP as required in connection with the exercise of the WRP Warrants in exchange for Membership Units, (ii) to WCPT in connection with Whitehall's and Saracen's exercise of its their rights set forth in Section 8.3 and 8.3, (iii) to WRP in connection with the exchange of Membership Units for the WRP At-Market SharesShares and (iv) to Saracen in connection with the conversion of the Series A Preferred Membership Units.