Common use of Issuance of Additional Units Clause in Contracts

Issuance of Additional Units. Subject to the receipt of any necessary Gaming Approvals and compliance with applicable Gaming Laws, the Company may, at the discretion of the Managing Member (and subject to Section 8.1(e)), (i) issue additional Class A Units or additional Class B Units with the consent of CEC; provided that such consent will not be unreasonably withheld if (A) the issuance is of Class A Units, (B) the aggregate offering price for such Class A Units is $100 million or less, and (C) the Disinterested CAC Directors reasonably believe, after taking into account the interests of CAC and CEC in their capacity as Members, that the issuance of such additional Units and anticipated use of proceeds from such issuance will ultimately result in proceeds to the Company in an amount which would not cause such issuance to be dilutive to CEC’s (or any CEC Members’) Units upon Liquidation; provided, further, that the foregoing proviso will not apply to, and will not otherwise limit, CEC’s right to withhold its consent to the issuance of any Units, the aggregate offering price of which exceeds $100 million; provided, further, that if CEC disagrees with any determination of the Disinterested CAC Directors as set forth in clause (i)(C) above, the matter shall be decided by arbitration in the same manner as set forth in Section 8.5(g), or (ii) issue additional Class A Units or additional Class B Units as contemplated by the Transaction Agreement. If any additional CAC Shares are issued by the Managing Member and the proceeds of such issuance are used by the Managing Member to acquire additional Units of the Company, such additional Units shall have substantially the same rights and obligations as such CAC Shares. For the purposes of this Section 3.4(d), all Class A Common Shares shall correspond to Class A Units and all Class B Common Shares shall correspond to Class B Units.

Issuance of Additional Units. Subject The Management Committee shall have the right to the receipt of any necessary Gaming Approvals and compliance with applicable Gaming Laws, cause the Company may, at to create and issue preferred units in connection with the discretion exercise of the Managing Member (and subject Company's rights and/or obligations to Section 8.1(e)), (i) issue additional Class A Units or additional Class B Units with the consent of CEC; provided that such consent will not be unreasonably withheld if (A) the issuance is of purchase Class A Units, (B) the aggregate offering price for such Class A Units is $100 million or less, and (C) the Disinterested CAC Directors reasonably believe, after taking into account the interests of CAC and CEC in their capacity as Members, that the issuance of such additional B Units and anticipated use Class C Units from certain Members each of proceeds from whom is also a party to a Management Stock Purchase and Unit Subscription Agreement, dated as of the date hereof, by and between such issuance will ultimately result in proceeds Member and the Company (collectively, the "MANAGEMENT STOCK PURCHASE AND UNIT SUBSCRIPTION AGREEMENTS"). Subject to the Company in an amount which would not cause such issuance to be dilutive to CEC’s (or any CEC Members’) Units upon Liquidation; providedprovisions of the Management Stock Purchase and Unit Subscription Agreement, further, that the foregoing proviso will not apply to, Management Committee shall determine the terms and will not otherwise limit, CEC’s right to withhold its consent to 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 aggregate offering price of which exceeds $100 million; providedcase may be, further, that if CEC disagrees with any determination issued as of the Disinterested CAC Directors 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 in clause (i)(C) above, the matter shall be decided by arbitration in the same manner as set forth in Section 8.5(g), or (ii) issue additional Class A Units or additional Class B Units as contemplated by the Transaction Agreement. If any additional CAC Shares are issued by the Managing Member and the proceeds of such issuance are used by the Managing Member to acquire additional Units of the Company, such additional Units shall have substantially the same rights and obligations as such CAC Shares. For the purposes of this Section 3.4(d), all Class A Common Shares shall correspond to Class A Units and all Class B Common Shares shall correspond to Class B Unitsherein.