Common use of Issuance of Additional Units and Interests Clause in Contracts

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. The Board has Subject to compliance with Section 3.1(c) and the right and power receipt of any approval required pursuant 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 rightsSection 5.1(e), (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 at any time and power from time to time to (i) authorize and cause Holdings LLC to create and/or issue Equity Securities of Holdings LLC, in which event, all Unitholders shall be diluted in an equal manner with respect to such issuance, subject to differences, if any, in rights and preferences of different classes, groups and series of Equity Securities and (ii) amend this Agreement and/or the Schedule of Members solely Unitholders to reflect such additional issuances (and any dilution to the outstanding Equity Securities of Holdings LLC therefrom) and to make any such other amendments as it deems necessary or desirable to reflect or effectuate such additional issuances consistent with the foregoing (including the right and power to amend including, without limitation, amending this Agreement to increase the authorized number of Units Equity Securities of any class class, group or series, to create and authorize a new class class, group or series of Units Equity Securities and to add the terms of such new class class, group or series, including economic and governance rights which may be different from from, senior to or more favorable than the Initial Units or any other outstanding existing Equity Securities), in each case without the approval or consent of any other Person. Notwithstanding the foregoing, (i) any provision in this Agreement such modification or amendment to the contrary Section 4.1(a) (including, without limitation, this Section 3.5Tax Distributions), Section 3.4, and Section 5.25.1(c) (Fiduciary Duties), Section 5.1(d) (Affiliate Transactions), Section 9.2 (Right of First Refusal), Section 9.3 (Tag Along Rights), Section 9.4 (Approved Sale) or Section 9.10 (Change in Business Form) which materially and adversely affects the Percentage Interest rights or obligations of Calavo the Summit Investors, the KRG Investors or the Management Investors, as the case may be, shall at no time and under no circumstances be reduced without effective only with the prior written consent of the Chief Executive Officer Majority Summit Investors, the Majority KRG Investors or the Majority Management Investors (to the extent the Summit Investors, the KRG Investors or the Management Investors, as the case may be, are materially and adversely affected thereby), and (ii) any such amendment which materially and adversely affects the rights or obligations of Calavoa Member in respect of any Units in a manner which is disproportionately adverse to such Member relative to such rights or obligations of other holders in respect of the Units of the same class or type shall be effective only with the written consent of those Persons who hold a majority of the class or type of Units so affected. Any Person who acquires Equity Securities may be admitted to Holdings LLC as a Member pursuant to the terms of Section 10.2. In connection with any issuance of Units or other Equity Securities, the Person who acquires such Units or other Equity Securities shall execute a counterpart to this Agreement, accepting and agreeing to be bound by all terms and conditions hereof (as this Agreement may be amended in connection therewith), and shall enter into such other documents, instruments and agreements to effect such purchase and evidence the terms and conditions thereof (including vesting and buyback provisions) as are required by the Board (each, an “Equity Agreement”). Each Person who acquires Units or other Equity Securities shall in exchange for such Units or other Equity Securities make a Capital Contribution to Holdings LLC in an amount (if any) to be determined by the Board.

Issuance of Additional Units and Interests. The Board has the right power and power authority 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, provided that (i) the Company shall not issue any Units other than the Initial Units to any Initial Member, (ii) Members shall have no preemptive rights, and (iiiii) 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 Interest to accommodate the dilutive effect, and (B) the Board shall have the right power and power authority 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 power and power authority 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.