Issuance of Additional Units and Interests. The Majority Members shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Member, such Person shall execute and deliver a counterpart of this Agreement and shall become a Member hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Member.
Issuance of Additional Units and Interests. The Board has the right and power to cause the Company to authorize and issue (a) additional Units or other interests in the Company (including to create and issue other classes or series having different rights), (b) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company, and (c) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company (collectively, “Equity Securities,” which include the Units issued as of the date hereof); provided, however, that (i) Members shall have no preemptive rights, and (ii) at any time following the date hereof, the Company shall not issue Units to any Person unless such Person shall have executed and delivered a counterpart or joinder to this Agreement. In such event, (A) the rights of Members in respect of Units or interests of any class or series shall be diluted on a pro rata basis based on holdings of such Units or other interests of such class or series, including adjustments in Percentage Interests to accommodate the dilutive effect, and (B) the Board shall have the right and power to amend the Schedule of Members solely to reflect such additional issuances and dilution and to make any such other amendments as it deems necessary or desirable to reflect such additional issuances consistent with the foregoing (including the right and power to amend this Agreement to increase the authorized number of Units of any class or create a new class of Units and to add the terms of such new class including economic and governance rights which may be different from the Initial Units or any other outstanding Equity Securities). Notwithstanding any provision in this Agreement to the contrary (including, without limitation, this Section 3.5, Section 3.4, and Section 5.2), the Percentage Interest of Calavo shall at no time and under no circumstances be reduced without the prior written consent of the Chief Executive Officer of Calavo.
Issuance of Additional Units and Interests. Subject to compliance with the provisions of this Agreement, the GTCR Purchase Agreement, the Warrant Agreement, the Senior Preferred Investor Rights Agreement and the Securityholders Agreement, the Board shall have the right to cause the LLC to issue or sell to any Person (including Unitholders and Affiliates) any of the following (which for purposes of this Agreement shall be "ADDITIONAL SECURITIES"): (i) additional Units or other interests in the LLC (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness, or other securities or interests convertible or exchangeable into Units or other interests in the LLC, and (iii) warrants, options, or other rights to purchase or otherwise acquire Units or other interests in the LLC. Subject to the provisions of this Agreement, the Board shall determine the terms and conditions governing the issuance of such Additional Securities, including the number and designation of such Additional Securities, the preference (with respect to distributions, liquidations, or otherwise) over any other Units and any required contributions in connection therewith. Any Person who acquires Units may be admitted to the LLC as a Unitholder pursuant to the terms of SECTION 11.2 hereof. If any Person acquires additional Units or other interests in the LLC or is admitted to the LLC as an additional Unitholder, SCHEDULE A shall be amended to reflect such additional issuance and/or Unitholder, as the case may be. Notwithstanding anything herein to the contrary, (A) except with respect to Distributions in respect of the GTCR Threshold, no additional Units or other equity interests in the LLC (including securities convertible or exchangeable into Units or other equity interests in the LLC or warrants, options or other rights to purchase or otherwise acquire Units or other equity interests in the LLC) having a preference with respect to distributions or liquidations that is senior or pari passu to the Senior Preferred Units may be issued by the LLC without the consent of the Board and the holders of a majority of the Senior Preferred Units and (B) Class A Preferred Units shall be reserved for issuance in exchange for other Units pursuant to the terms of the Senior Management Agreements, and such Class A Preferred Units may be issued only in exchange for other Units pursuant to the terms of the Senior Management Agreements and under no other circumstances.
Issuance of Additional Units and Interests. Subject to compliance with the provisions of this Agreement and the Securityholders Agreement, the Board shall have the right to cause the Company to issue or sell to any Person (including Unitholders and Affiliates) any of the following (which for purposes of this Agreement shall be “Additional Securities”): (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness, or other securities or interests convertible or exchangeable into Units or other interests in the Company, and (iii) warrants, options, or other rights to purchase or otherwise acquire Units or other interests in the Company. Subject to the provisions of this Agreement, the Board shall determine the terms and conditions governing the issuance of such Additional Securities, including the number and designation of such Additional Securities, the preference (with respect to distributions, liquidations, or otherwise) over any other Units and any required or deemed contributions in connection therewith. Any Person who acquires Units may be admitted to the Company as a Unitholder pursuant to the terms of Section 11.2 hereof. If any Person acquires additional Units or other interests in the Company or is admitted to the Company as an additional Unitholder, the Unit Ownership Ledger shall be amended to reflect such additional issuance and/or Unitholder, as the case may be.
Issuance of Additional Units and Interests. Subject to Section 3.6 and Section 8.10, the Board shall have the right to cause the Company to issue (a) additional Units in the Company (including other Classes thereof having different rights beyond those Class A Units and Class A-1 Units), (b) obligations, evidences of indebtedness or other Securities or interests convertible or exchangeable into Units and (c) warrants, options or other rights to purchase or otherwise acquire Units (collectively, “Equity Securities”); provided that at any time following the date hereof, the Company shall not issue Units to any Person unless such Person shall have executed a counterpart to this Agreement and provided such information as is required by the Board. Upon execution of any such counterpart, such Person shall become a Member under this Agreement.
Issuance of Additional Units and Interests. Subject to compliance with the provisions of this Agreement (including Section 5.1(b)(iv)), the Board shall have the right to cause the LLC to authorize, designate, issue or sell to any Person (including Unitholders and Affiliates) any additional Equity Securities (which for purposes of this Agreement shall be “Additional Securities”). Subject to the provisions of this Agreement, including Section 5.1(b)(iv), the Board shall determine the terms and conditions governing the issuance of such Additional Securities, including the number and designation of such Additional Securities, the designations, preferences (with respect to distributions, liquidations, or otherwise) over any other Units and relative, participating, optional or other special rights, powers and duties, including rights, powers and duties senior or junior to, or pari passu with, any other Units, any required contributions in connection therewith and voting rights. Subject to Section 5.1(b)(iv) and Section 15.3, the Board shall, in its sole discretion, be permitted to amend this Agreement in connection with the authorization, designation reservation or issuance of any Additional Securities. Any Person who acquires Units may be admitted to the LLC as a Unitholder pursuant to the terms of Section 11.2 hereof. If any Person acquires additional Units or other interests in the LLC or is admitted to the LLC as an Additional Unitholder, the LLC shall amend Schedule A to reflect such additional issuance and/or Unitholder, as the case may be.
Issuance of Additional Units and Interests. (a) Subject to the terms and conditions of the Unitholders Agreement, the Board shall have the right to cause the Company to issue (i) additional Units in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units in the Company (any of the foregoing, an “Additional Unit”). In connection with any approved issuance of Units to any Person hereunder, such Person shall execute and deliver a Joinder and shall enter into such other documents and instruments to effect such issuance as are required by the Board. Upon the issuance of any Additional Units and the payment of the Capital Contribution with respect thereto, the Capital Account of the Holder thereof shall be adjusted pursuant to Article VI.
(b) For the avoidance of doubt, it is hereby acknowledged and agreed that, from time to time after the date hereof, the Board shall have the sole power and discretion to approve the issuance of up to 593,622 Class B Common Units (which amount is inclusive of the 427,643 Class B Common Units issued as of the date hereof) to any employee, officer, director, other service provider or consultant of the Company or its Subsidiaries (each, a “Management Purchaser”) pursuant to a written agreement with the Company, and to reissue any Class B Common Units that are reacquired by the Company upon exercise of any repurchase right the Company may have in connection with the Holder’s termination of employment. The Board shall have sole and complete power and discretion to approve which Management Purchasers shall be offered Class B Common Units, the number of Class B Common Units to be offered and issued to each such Management Purchaser, the purchase price (if any) for such Class B Common Units and the terms and conditions (including, without limitation, the vesting schedule) with respect thereto, provided that the Board shall consult with the Chief Executive Officer in determining the identity of prospective Management Purchasers and the number of Class B Common Units to be issued to such individuals.
(c) In order for a Person to be admitted as a Member with respect to any Additional Units, (i) such Person shall have executed and delivered a Joinder and a purchase or subscription agreement and shall have delivered such other documents and instrumen...
Issuance of Additional Units and Interests. The General Partner shall have the right to cause the Company to create and issue or sell: (i) additional Units or other interests in the Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the Company and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the Company. Upon the acquisition of any Units or other interests in the Company by a Person who is not a Partner, such Person shall execute and deliver a counterpart of this Agreement and shall become a Limited Partner hereunder, and Schedule A hereto shall be amended to reflect such issuance and new Limited Partner.
Issuance of Additional Units and Interests. Subject to compliance with Section 5.1, and except as otherwise expressly provided in this Agreement, the Board shall have the right to cause the LLC to issue or sell to any Person (including Unitholders and Affiliates) any of the following (which for purposes of this Agreement shall be “Additional Securities”): (i) additional Units or other interests in the LLC (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness or Convertible Securities and (iii) warrants, options or other rights to purchase or otherwise acquire Units or other interests in the LLC. Subject to the provisions of this Agreement, the Board shall determine the terms and conditions governing the issuance of such Additional Securities, including the number and designation of such Additional Securities, the preference (with respect to distributions, liquidations or otherwise) over any other Units and any required contributions in connection therewith. In the event of an issuance of any such Additional Securities, this Agreement shall be amended to accommodate the issuance of such Additional Securities. Any Person who acquires Units may be admitted to the LLC as a Member pursuant to the terms of Section 10.2.
Issuance of Additional Units and Interests. Subject to Section 6.1(b), the Company may create, authorize and/or issue Units (including other classes, groups or series thereof having such relative rights, powers or obligations as may from time to time be established by the Board, including rights, powers or obligations different from, senior to or more favorable than existing classes, groups and series of Units). Subject to Section 6.1(b), the Company shall determine the consideration payable to the Company in connection with the issuance of additional Units, if any. In connection with any such issuance of Units (whether on or after the date hereof), the Person who acquires such Units shall execute a joinder or counterpart to this Agreement, accepting and agreeing to be bound by all terms and conditions hereof. Each Person who acquires Units from the Company (other than in exchange for outstanding Units held by such Person) shall be required in exchange for such Units to make a Capital Contribution in an amount equal to the Fair Market Value of such Units, as determined by the Board and Sponsor.
