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

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, the GTCR Purchase AgreementContribution Agreements, 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 SECURITIESAdditional 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 Contribution Agreements, and the Securityholders 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 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 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 Employee Contribution Agreements, and such Class A Preferred Units may be issued only in exchange for other Units pursuant to the terms of the Senior Management Employee Contribution Agreements and under no other circumstances.

Issuance of Additional Units and Interests. Admission of New ------------------------------------------------------------ Members; Additional Capital Contributions. ----------------------------------------- (a) Subject to compliance with obtaining the provisions consent of the Required Interests and as otherwise provided in this Agreement, the GTCR Purchase Agreement, the Warrant Agreement, the Senior Preferred Investor Rights Agreement and the Securityholders Agreement, the Board Managing Member shall have the right to cause the LLC 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 LLC Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness, indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the LLC, Company and (iii) warrants, options, options or other rights to purchase or otherwise acquire Units or other interests in the LLC. Subject Company; provided, however, that at any time following -------- ------- the date hereof, the Company shall not issue Units to any Person unless such Person shall have executed a joinder agreement in form satisfactory to the Managing Member pursuant to which such Person agrees to be bound by the provisions of this Agreement, ; and provided further that no consent of the Board -------- ------- Required Interests shall be required in connection with the issuance of the Note. The Managing Member shall determine the terms and conditions governing the issuance of such Additional Securitiesadditional interests, including the number and designation of such Additional Securitiesadditional interests, the preference (with respect to distributions, liquidations, in liquidation or otherwise) over any other Units and any required contributions in connection therewith. Any A Person who acquires Units may be admitted to which the LLC as a Unitholder pursuant to the terms of SECTION 11.2 hereof. If any Person acquires additional Company issues Units or other interests in the LLC Company shall be admitted as a Member of the Company only with the prior written consent of the Managing Member and if such Person has executed and delivered a counterpart of this Agreement. Notwithstanding the foregoing, the Managing Member shall have the right, without obtaining the consent of the Required Interests or is admitted any Member, to cause the Company to issue additional Investor Units in connection with the repurchase by the Company of any Units held by any Member pursuant to an agreement with such Member. At least 10 days prior to the LLC as an issuance and sale of any additional UnitholderInvestor Units in connection with any such repurchase, SCHEDULE A the Company shall give written notice of such issuance to the Investors (other than any Investor whose Units are being repurchased) and, to the extent permitted under applicable securities laws without material expenditure by the Company, each such Investor shall be amended entitled to reflect purchase in connection with such issuance a number of additional Investor Units equal to such Investor's pro rata share (based upon the number of Investor Units held by such Investor and the number of Investor Units held by all Investors other than any Investor whose Units are being repurchased) of such additional issuance and/or UnitholderInvestor Units. Any Investor Units which remain unpurchased after such offer to such Investors, shall be reoffered to such Investors on a pro rata basis until all of such Investor Units shall have been purchased. Each such Investor may elect to purchase additional Investor Units by delivering written notice of such election to the Company together with the purchase price therefor (in the form specified in the Company's notice) within 10 days after receipt of the Company notice. Each purchasing Investor shall be entitled to purchase such additional Investor Units at the same price and on the same terms as such Investor Units are offered by the case may be. Company to the other Investors. (b) Notwithstanding anything herein to the contrary, Xxxx X. Xxxxxx III (A"Xxxxxx") except with respect to Distributions in respect of shall have the GTCR Thresholdright, 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 obtaining the consent of the Board and ------ Required Interests or any Member, to cause the holders Company to issue Class B Management Units to employees of a majority any Subsidiary of the Senior Preferred Company (including, without limitation, employees of UCTV) in an amount not to exceed 500 Class B Management Units; provided, however, that prior to any such issuance, Xxxxxx -------- ------- shall require such employees to enter into agreements providing for the repurchase of such Units upon termination of employment and shall obtain the consent of the Managing Member solely with respect to adequacy of any repurchase rights in favor of the Company regarding such Class B Management Units; and provided further that the Company shall not issue Class B Management -------- ------- Units to any Person unless such Person shall have executed a joinder agreement in form satisfactory to the Managing Member pursuant to which such Person agrees to be bound by the provisions of this Agreement. In the event Xxxxxx ceases to be an employee of any Subsidiary of the Company (Bincluding, without limitation, UCTV) or ceases to be a Member, the Managing Member shall have the right to issue any additional Class A Preferred Units B Management Units. (c) Notwithstanding anything to the contrary in Section 3.5(a) above, -------------- each Investor shall be reserved for issuance in exchange for other required to make additional Capital Contributions to the Company from time to time with respect to the Investor Units held by such Investor when and as called by the Managing Member upon ten days prior written notice solely to fund the exercise by the Company of the Warrants or the exercise by the Company of the purchase rights granted pursuant to the terms Equity Protection Agreements. The amount of any such additional Capital Contribution by such Investor shall be limited to such Investor's pro rata share (based upon the number of outstanding Investor Units held by such Investor and the number of outstanding Investor Units held by all Investors) of the Senior Management Agreements, and aggregate Capital Contribution being made by all Investors pursuant to such Class A Preferred capital call by the Managing Member. No additional Investor Units may will be issued only in exchange for other Units pursuant to the terms of the Senior Management Agreements and under no other circumstancesconnection with any such additional Capital Contribution.

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"“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 or deemed contributions in connection therewith. Any Person who acquires Units may be admitted to the LLC as a Unitholder pursuant to the terms of SECTION 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 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. No Unitholder shall be required to make any additional Capital Contributions to the Company. In addition, no Unitholder shall be permitted to make any additional Capital Contributions to the Company without the consent of the Board, subject to the preemptive rights provided for in Section 8.3. 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 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"“Additional Securities”): (i) additional Units or other interests in the LLC Company (including other classes or series thereof having different rightsrights and/or preferences), (ii) obligations, evidences of indebtedness, or other securities or interests convertible or exchangeable into Units or other interests in the LLCCompany, and (iii) warrants, options, or other rights to purchase or otherwise acquire Units or other interests in the LLCCompany. 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 in respect to of distributions, liquidations, or otherwise) over any other Units and any required or deemed contributions in connection therewiththerewith and shall have the power to amend this Agreement to reflect such additional issuances and to make any such other amendments as the Board deems necessary or desirable (in its discretion) to reflect such additional issuances (including amending this Agreement to increase the authorized number of Units or other Company Equity Securities of any class or series, to create and authorize a new class or series of Units or other Company Equity Securities (including in connection with the issuance of additional Units as consideration upon the repurchase of equity pursuant to any Management Equity Agreement and in connection with the issuance of any Incentive Units) and to add the terms of such new class or series of Units or other Company Equity Securities, including economic and governance rights which may be different from, senior to or more favorable than the other existing Units or other Company Equity Securities), in each case without the approval or consent of any other Person. The issuance of Additional Securities may, among other things, dilute some or all of the interests of existing holders of Units. Any Person who acquires Units that are Additional Securities may be admitted to the LLC Company 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 circumstancesSection 9.2.

Issuance of Additional Units and Interests. Admission of New ------------------------------------------------------------ Members; Additional Capital Contributions. ----------------------------------------- (a) Subject to compliance with obtaining the provisions consent of the Required Interests and as otherwise provided in this Agreement, the GTCR Purchase Agreement, the Warrant Agreement, the Senior Preferred Investor Rights Agreement and the Securityholders Agreement, the Board Managing Member shall have the right to cause the LLC 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 LLC Company (including other classes or series thereof having different rights), (ii) obligations, evidences of indebtedness, indebtedness or other securities or interests convertible or exchangeable into Units or other interests in the LLC, Company and (iii) warrants, options, options or other rights to purchase or otherwise acquire Units or other interests in the LLC. Subject Company; provided, however, that at any time following -------- ------- the date hereof, the Company shall not issue Units to any Person unless such Person shall have executed a joinder agreement in form satisfactory to the Managing Member pursuant to which such Person agrees to be bound by the provisions of this Agreement; and provided further that no consent of the -------- ------- Required Interests shall be required in connection with the issuance of the Note, the Board LaSalle Note or the issuance of the additional Units as of the date of the first amendment and restatement of this Agreement. The Managing Member shall determine the terms and conditions governing the issuance of such Additional Securitiesadditional interests, including the number and designation of such Additional Securitiesadditional interests, the preference (with respect to distributions, liquidations, in liquidation or otherwise) over any other Units and any required contributions in connection therewith. Any A Person who acquires Units may be admitted to which the LLC as a Unitholder pursuant to the terms of SECTION 11.2 hereof. If any Person acquires additional Company issues Units or other interests in the LLC Company shall be admitted as a Member of the Company only with the prior written consent of the Managing Member and if such Person has executed and delivered a counterpart of this Agreement. Notwithstanding the foregoing, the Managing Member shall have the right, without obtaining the consent of the Required Interests or is admitted any Member, to cause the Company to issue additional Investor Units in connection with the repurchase by the Company of any Units held by any Member pursuant to an agreement with such Member. At least 10 days prior to the LLC as an issuance and sale of any additional UnitholderInvestor Units in connection with any such repurchase, SCHEDULE A the Company shall give written notice of such issuance to the Investors (other than any Investor whose Units are being repurchased) and, to the extent permitted under applicable securities laws without material expenditure by the Company, each such Investor shall be amended entitled to reflect purchase in connection with such issuance a number of additional Investor Units equal to such Investor's pro rata share (based upon the number of Investor Units held by such Investor and the number of Investor Units held by all Investors other than any Investor whose Units are being repurchased) of such additional issuance and/or UnitholderInvestor Units. Any Investor Units which remain unpurchased after such offer to such Investors, shall be reoffered to such Investors on a pro rata basis until all of such Investor Units shall have been purchased. Each such Investor may elect to purchase additional Investor Units by delivering written notice of such election to the Company together with the purchase price therefor (in the form specified in the Company's notice) within 10 days after receipt of the Company notice. Each purchasing Investor shall be entitled to purchase such additional Investor Units at the same price and on the same terms as such Investor Units are offered by the case may be. Company to the other Investors. (b) Notwithstanding anything herein to the contrary, Xxxx X. Xxxxxx XXX (A"Xxxxxx") except with respect to Distributions in respect of shall have the GTCR Thresholdright, 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 obtaining the consent of the Board and Required ------ Interests or any Member, to cause the holders Company to issue Class B Management Units to employees of a majority any Subsidiary of the Senior Preferred Company (including, without limitation, employees of UCTV) in an amount not to exceed 500 Class B Management Units; provided, however, that prior to any such issuance, Xxxxxx shall require such -------- ------- employees to enter into agreements providing for the repurchase of such Units upon termination of employment and shall obtain the consent of the Managing Member solely with respect to adequacy of any repurchase rights in favor of the Company regarding such Class B Management Units; and provided further that the -------- ------- Company shall not issue Class B Management Units to any Person unless such Person shall have executed a joinder agreement in form satisfactory to the Managing Member pursuant to which such Person agrees to be bound by the provisions of this Agreement. In the event Xxxxxx ceases to be an employee of any Subsidiary of the Company (Bincluding, without limitation, UCTV) or ceases to be a Member, the Managing Member shall have the right to issue any additional Class A Preferred Units B Management Units. (c) Notwithstanding anything to the contrary in Section 3.5(a) above, each -------------- Investor shall be reserved for issuance in exchange for other required to make additional Capital Contributions to the Company from time to time with respect to the Investor Units held by such Investor when and as called by the Managing Member upon ten days prior written notice solely to fund the exercise by the Company of the Warrants or the exercise by the Company of the purchase rights granted pursuant to the terms Equity Protection Agreements. The amount of any such additional Capital Contribution by such Investor shall be limited to such Investor's pro rata share (based upon the number of outstanding Investor Units held by such Investor and the number of outstanding Investor Units held by all Investors) of the Senior Management Agreements, and aggregate Capital Contribution being made by all Investors pursuant to such Class A Preferred capital call by the Managing Member. No additional Investor Units may will be issued only in exchange for other Units pursuant to the terms of the Senior Management Agreements and under no other circumstancesconnection with any such additional Capital Contribution.

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 Section 5.3 and the Securityholders AgreementSection 8.11, the Board shall have the right right, power and authority to cause the LLC 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 SECURITIESAdditional Securities"): (ia) additional Units or other interests in the LLC Company (including other classes or series thereof having different rightsrights and/or preferences), (iib) obligations, evidences of indebtedness, or other securities or interests convertible or exchangeable into Units or other interests in the LLCCompany, and (iiic) warrants, options, or other rights to purchase or otherwise acquire Units or other interests in the LLCCompany. 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 therewiththerewith and shall have the power to amend this Agreement to reflect such additional issuances and to make any such other amendments as it deems necessary or desirable (in its discretion) to reflect such additional issuances (including amending this Agreement to increase the authorized number of Units or other Equity Securities of any class or series, to create and authorize a new class or series of Units or other Equity Securities and to add the terms of such new class or series of Units or other Equity Securities including economic and governance rights which may be different from, senior to or more favorable than the other existing Units or other Equity Securities; provided, that, prior to the expiration of the Call Period, no Units or Equity Securities that have economic and/or governance rights that are senior to or more favorable than the Class B Units shall be issued without the prior written consent of the CABO Investor), in each case without the approval or consent of any other Person. The issuance of Additional Securities may, among other things, dilute the interests of existing holders of Units. Any Person who acquires Units that are Additional Securities may be admitted to the LLC Company as a Unitholder pursuant to the terms of SECTION 11.2 Section 9.2 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.