Issuance of Additional Units or Interests. Except as otherwise expressly provided in this Agreement, 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, subject to the limitations of Section 4.1, additional Units or other Equity Securities in the Company (including creating preferred interests or other classes or series of interests having such rights, preferences and privileges as determined by the Managing Member, which rights, preferences and privileges may be senior to the Units); 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 unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Managing Member. Upon such issuance and execution, such Person shall be admitted as a Member of the Company. In that event, the Managing Member shall update the Company’s books and records to reflect such additional issuances. Subject to Section 12.1, the Managing Member is hereby authorized to amend this Agreement to set forth the designations, preferences, rights, powers and duties of such additional Units or other Equity Securities in the Company, or such other amendments that the Managing Member determines to be otherwise necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Units or other Equity Securities in the Company pursuant to this Section 4.4(b); provided that, notwithstanding the foregoing, the Managing Member shall have the right to amend this Agreement as set forth in this sentence without the approval of any other Person (including any Member) and notwithstanding any other provision of this Agreement (other than Section 12.1(a)(ii), (iii) or (iv)) if such amendment is necessary, and then only to the extent necessary, in order to consummate any offering of PubCo Shares or other Equity Securities of PubCo provided that the designations, preferences, rights, powers and duties of any such additional Units or other Equity Securities of the Company as set forth in such amendment are substantially similar to those applicable to such PubCo Shares or other Equity Securities of PubCo.
Issuance of Additional Units or Interests. Except as otherwise expressly provided in this Agreement, 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 (i) subject to the limitations of Section 3.1, additional Units or other Equity Securities in the Company (including creating preferred interests or other classes or series of securities having such rights, preferences and privileges as determined by the Managing Member), and (ii) 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 unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Managing Member. In that event, the Managing Member shall amend Exhibit A to reflect such additional issuances.
Issuance of Additional Units or Interests. Except as otherwise expressly provided in this Agreement, and subject to Section 9.9 and Section 6.4(c) hereof, the Board shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Board (A) additional Units or other interests in the Company (including creating other classes or series thereof 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) Equity Securities; provided that at any time following the date hereof, the Company shall not issue Equity Securities to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Board. In that event, the Board shall update Exhibit A to reflect such additional issuances and resulting dilution, which shall be borne pro rata by all Members based on their Units.
Issuance of Additional Units or Interests. Except as otherwise expressly provided in this Agreement, the Principal Member shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Principal Member, (i) additional Units or other Equity Interests in the Company, and (ii) obligations, evidences of indebtedness or other securities or interests convertible or exchangeable for Units or other Equity Interests in the Company; provided that, (x) at any time following the date hereof, in each case the Company shall not issue Units or other limited liability company interests in the Company to any Person unless such Person shall have executed a Joinder and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Principal Member, (y) when additional Units or other securities are issued to the Principal Member or any Affiliate of the Principal Member, the issue price of any such Units shall be at a price no less than Fair Market Value and (z) except as may be mutually agreed between the Principal Member and the Class A Representative Member, no such issuance of additional Units or other securities shall in any way impact the calculation of any Redemption Exercise Enterprise Value (or any component thereof). Upon such issuance and execution, such Person shall be admitted as a Member of the Company. In that event, the Principal Member shall update the Company’s books and records to reflect such additional issuances. Subject to Section 10.1, the Principal Member is hereby authorized to amend this Agreement to set forth the designations, preferences, rights, powers and duties of such additional Units or other Equity Interests in the Company, or such other amendments that the Principal Member determines to be otherwise necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Units or other Equity Interests in the Company pursuant to this Section 3.3(b).
Issuance of Additional Units or Interests. Except as otherwise expressly provided in this Agreement, and subject to Section 6.4(a) and Section 9.7 hereof, the Board shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Board (A) subject to the limitations of Section 3.1, additional Units or other Equity Securities in the Company (including creating other classes or series thereof having different rights), and (B) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable into Units or other Equity Securities in the Company; provided that at any time following the date hereof, the Company shall not issue Equity Securities to any Person unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Board; provided, further, that, without the consent of the GA Members or the HF Members, as applicable, none of the terms of any such Units or other Equity Securities may adversely affect any of the rights expressly provided in this Agreement of the GA Members relative to the HF Members or of the HF Members relative to the GA Members. In that event, the Board shall update Exhibit A to reflect such additional issuances and resulting dilution, which shall be borne pro rata by all Members based on their Units (including preferred Equity Securities or other classes or series of Equity Securities having different rights), and the respective terms thereof.
Issuance of Additional Units or Interests. To the extent, but only to the extent, expressly permitted by Section 3.2, and subject to the limitations thereof, the Manager shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Manager additional Units or other Equity Securities in the Company (including creating preferred interests or other classes or series of securities having such rights, preferences and privileges as determined by the Managing Member); 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 unless such Person shall have executed a counterpart to this Agreement and all other documents, agreements or instruments deemed necessary or desirable in the discretion of the Manager. In that event, the Manager shall amend Schedule I to reflect such additional issuances and resulting dilution, which shall be borne pro rata by all Members including Parent based on their Units and the respective terms thereof.
