Issuance of Additional Units. The Board of Managers is authorized to cause to be issued to the Member additional Units as may be determined from time to time by the Board of Managers. Units may be issued for any consideration, including, without limitation, cash or other property, tangible or intangible, received or to be received by the Company or services rendered or to be rendered to the Company, or for no consideration. At the time of authorization of the issuance of additional Units, the Board of Managers shall state, by resolution, its determination of the fair value to the Company in monetary terms of any consideration other than cash for which Units are to be issued. Upon such issuance, the Secretary shall make the Unit Transfer Record reflect the issuance of such additional Units and the receipt of the capital contribution, if any, therefor.
Issuance of Additional Units. (a) Subject to the provisions of this Article III, the Managing Member shall have the right to cause the Company to issue or create and issue at any time after the date hereof, additional Company Interests in the form of Units, at any time and from time to time, in one or more classes, or one or more series of any such classes, with such designations, preferences, conversion or other rights, voting powers, restrictions, rights to distributions, qualifications and terms and conditions of redemption (including rights that may be senior to or otherwise entitled to preference over existing Company Interests) as are set forth in a written document thereafter attached to and made an exhibit to this Agreement, which exhibit shall be an amendment to this Agreement and shall be incorporated herein by reference (each, a “Unit Designation”), provided they are substantially equivalent to the additional Equity Securities issued from time to time by INC. Upon the issuance of any additional Units, the Company shall amend the Schedule of Members and the books and records of the Company as appropriate to reflect the issuance.
(b) Except pursuant to a subdivision or combination of the Units referred to in Section 3.05(d), no additional Units shall be issued to INC unless (i) (A) the additional Units are (x) Class A Units issued in connection with an issuance of Class A Common Shares, (y) Class B Units issued in connection with an issuance of Class B-1 Common Shares or (z) Company Equivalent Units (other than Company Common Units) issued in connection with an issuance of Equity Securities (other than Common Shares) and (B) subject to the proviso in Section 3.05(c) with respect to expenses or other obligations of INC, INC contributed to the Company the cash proceeds or other consideration received by it, if any, in connection with the issuance of Equity Securities or (ii) the additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company.
(c) INC shall not issue any additional Equity Securities unless INC contributes the cash proceeds or other consideration received, if any, from the issuance of the additional Equity Securities including from the exercise of the rights contained in any additional New Securities to the Company in exchange for (x) in the case of an issuance of Class A Common Shares, Class A Units, (y) in the case of an issuance of Class B-1 Common Shares, Class B Units or (z) in the case of an is...
Issuance of Additional Units. Additional Units may be authorized and issued by the Company upon such terms and conditions as may be approved by a Majority Vote of the Members. Upon the proposed issuance of any such additional Units, each existing Member shall have the preemptive right, but not the obligation, to purchase such portion of the newly issued Units as the ratio of the number of Units then held by such Member bears to the total number of Units held by Members and outstanding before the issuance of the new Units, together with such Member’s proportionate share of the other newly issued Units as to which other Members fail to exercise their preemptive rights. Each such new Member shall, as a condition precedent to admission to the Company as a Member, execute a counterpart of this Agreement and execute all necessary certificates and other documents and perform all acts in accordance with the Act to the full extent necessary to constitute such persons a Member and to preserve the status of the Company as a partnership for income tax purposes upon completion of such person’s admission.
Issuance of Additional Units. Subject to the terms and conditions of this LLC Agreement (including Section 4.1 and this Section 4.3), the Managing Member shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member (a) additional Common Units or Equity Securities in the Company having such rights, preferences and privileges as determined by the Managing Member, which rights, preferences and privileges may be senior to the Units, and (b) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable for Units or other Equity Securities in the Company; provided that at any time following the date hereof, in each case the Company shall not issue Equity Securities in the Company to any Person other than PubCo or then-existing Members unless such Person shall have executed a counterpart to this LLC Agreement and all other documents, agreements or instruments deemed necessary or desirable as determined in good faith by the Managing Member. Upon any such issuance and execution, (a) such Person shall be admitted as a Member of the Company, and (b) the Managing Member shall update the Company’s books and records and amend Exhibit A to reflect such issuance. Subject to Section 4.1, this Section 4.3 and Section 12.1, the Managing Member is hereby authorized to amend this LLC Agreement to set forth the designations, preferences, rights, powers and duties of such additional Common Units or other Equity Securities in the Company authorized or issued pursuant to this Section 4.3.
Issuance of Additional Units. The General Partner may from time to time admit any Person as an additional Limited Partner of the Partnership (each such Person, if so admitted, an "Additional Limited Partner" and collectively, the "Additional Limited Partners"). A Person shall be deemed admitted as a Limited Partner at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Limited Partner on the attached Schedule A. Each Substitute Limited Partner shall be deemed an Additional Partner whose admission as an Additional Limited Partner has been approved by the General Partner for all purposes hereunder. Subject to the satisfaction of the foregoing requirements and Section 4.1(c), the General Partner is hereby expressly authorized to cause the Partnership to issue additional Units for such consideration and on such terms and conditions, and to such Persons, including the General Partner, any Limited Partner or any of their Affiliates, as shall be established by the General Partner in its sole discretion, all without the approval of any Partner or any other Person. Without limiting the foregoing, but subject to Section 4.1(c), the General Partner is expressly authorized to cause the Partnership to issue Units (i) upon the conversion, redemption or exchange of any debt, Units or other securities issued by the Partnership, (ii) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the Partnership and its Partners, and (iii) in connection with the merger of any other Person into the Partnership if the applicable merger agreement provides that Persons are to receive Units in exchange for their interests in the Person merging into the Partnership. The General Partner is hereby expressly authorized to take any action, including without limitation amending this Agreement and Schedule A, to reflect any issuance of additional Units. Additional Units may be Class A Common Units, Class B Common Units or other Units. Any additional Units may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties (including, without limitation, rights, powers and duties that may be senior or otherwise entitled to preference over existing Units) as shall be determined by the General Partner, in its sole and absolute discretion without the approval of a...
Issuance of Additional Units. The Managing Member shall have the right to cause the Company to issue and/or create and issue at any time after the date hereof, and for such amount and form of consideration as the Managing Member may determine, additional Units or other Equity Securities of the Company (including creating classes or series thereof having such powers, designations, preferences and rights as may be determined by the Managing Member), subject to Section 11.3. The Managing Member shall have the power to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Managing Member in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the provisions of this Section 3.1(c) and Section 11.3.
(i) If, following the IPO, TEGP issues Class A Shares (other than an issuance of the type covered by Section 3.1(c)(ii)), TEGP shall promptly contribute to the Company all the net proceeds (if any) received by TEGP with respect to such Class A Shares. Upon the contribution by TEGP to the Company of all of such net proceeds (if any) so received by TEGP, the Managing Member shall cause the Company to issue a number of Units equal to the number of Class A Shares issued, registered in the name of TEGP, such that, at all times, the number of Units held by TEGP equals the number of outstanding Class A Shares.
(ii) At any time TEGP issues one or more Class A Shares in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue an equal number of Units, registered in the name of TEGP; provided that TEGP shall be required to contribute all (but not less than all) the net proceeds (if any) received by TEGP from or otherwise in connection with such issuance of one or more Class A Shares, including the exercise price of any option exercised, to the Company. If any such Class A Shares so issued by TEGP in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Units that are issued by the Company to TEGP in connection therewith in accordance with the preceding provisions of this Section 3.1(c)(ii) shall be subject to vesting or forfeiture on the same basis; if any of such Class A Shares vest or are forfeited, then an equal ...
Issuance of Additional Units. (a) Except as contemplated pursuant to the Recitals hereto and Sections 3.4, 3.5 and 3.13(a), the Partnership shall not issue any additional Units other than Class D Units.
(b) All Partnership Interests issued by the Partnership shall be fully paid Partnership Interests.
Issuance of Additional Units. The Management Committee shall have the right to cause the Company to create and issue preferred units in connection with the exercise of the Company's rights and/or obligations to purchase Class A Units, Class B Units and Class C Units from certain Members each of whom is also a party to a Management Unit Subscription Agreement, dated as of the date hereof, by and between such Member and the Company (collectively, the "Management Unit Subscription Agreements"). Subject to the provisions of the Management Unit Subscription Agreement, the Management Committee shall determine the terms and conditions governing the issuance of any of such preferred units. In addition, the Management Committee shall have the right to issue Class B Units and Class C Units; provided that, the Management Committee shall not authorize the issuance of either Class B Units or Class C Units in excess of the number of such Class B Units and Class C Units, as the case may be, issued as of the date hereof (it being understood that any Class B Units or Class C Units repurchased by the Company shall no longer be considered "issued" for purposes hereof) unless (A) for so long as he serves as Chief Executive Officer of Xxxxxxx Foods, Xxxxx X. Xxxxxxxxx provides his written consent to such issuance or (B) if Xxxxx X. Xxxxxxxxx shall cease to be the Chief Executive Officer of Xxxxxxx Foods, the holders of a majority of the outstanding Class B Units or Class C Units, as the case may be, approve such issuance. In addition, the holders of a majority of Class A Units shall have the right to cause the Company to create and issue additional units, provided that no such issuance shall adversely affect the relationship among the Class A Units, Class B Units and Class C Units as set forth herein.
Issuance of Additional Units. (a) Except for issuances of Units to Holdings pursuant to Section 3.4(b)(ii), from and after the issuance of the Exchangeable Units issued in connection with the Units Merger, the Partnership shall not issue any Units to Holdings nor any Units to any other Person.
(b) The General Partner may, in its discretion, either retain the net proceeds from such issuance for use by the Partnership, or may cause the Partnership to distribute the net proceeds from any issuance of Units to Holdings for the purposes of funding redemption, repurchase or acquisition of Holdings Shares in accordance with Section 3.4(d).
(c) No Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Interests, whether unissued, held in the treasury or hereafter created.
(d) All Partnership Interests issued by the Partnership shall be fully paid and non-assessable Partnership Interests.
Issuance of Additional Units. The Company may from time-to-time issue additional Units by sale or other issuance to existing Members or other Persons for such consideration, and upon such terms and conditions, as the Board shall from time-to-time unanimously determine. Any such sales or other issuances of Units shall be made in accordance with the Articles and this Agreement.
