Common use of Issuance of Additional Units Clause in Contracts

Issuance of Additional Units. The Management Committee shall have the right to cause the Company to create and issue preferred units in connection with the exercise of the Company's rights and/or obligations to purchase Class A Units, Class B Units and Class C Units from certain Members each of whom is also a party to a Management Unit Subscription Agreement, dated as of the date hereof, by and between such Member and the Company (collectively, the "Management Unit Subscription Agreements"). Subject to the provisions of the Management Unit Subscription Agreement, the Management Committee shall determine the terms and 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 case may be, issued as of the 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 herein.

Issuance of Additional Units. The Management Committee shall have (a) Subject to the right to cause the Company to create and issue preferred units in connection with the exercise approval of the Company's rights and/or obligations to purchase holders of at least 50% of the outstanding Class A Units, the Company may issue an unlimited number of additional Class A Units to any Person at any time for such consideration as the Board deems appropriate (b) Additional Class B Units and Class C Units from certain Members each of whom is also a party may be issued only to a Management Unit Subscription Agreement, dated as executive officers of the date hereof, by Company and between all such Member and the Company (collectively, the "Management Unit Subscription Agreements"). Subject issuances shall be subject to the provisions approval of the Management Unit Subscription AgreementCompensation Committee. If, the Management Committee shall determine the terms and conditions governing the issuance immediately following any such issuance, there would be more than an aggregate of any of such preferred units. In addition, the Management Committee shall have the right to issue 100 Class B Units and Class C Units; provided thatoutstanding then any such issuance shall also be approved by (i) Xxxxxxxx Xxxxxx, 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 case may be, issued as of the 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 is serving as Chief Executive Officer an executive officer of the Company and is a Class B Member and (ii) Xxxxxxx FoodsXxxxx, for so long as he is serving as an executive officer of the Company and is a Class B Member. If neither Xxxxxxxx Xxxxxx nor Xxxxxxx Xxxxx X. Xxxxxxxxx provides his written consent to is both an executive officer of the Company and a Class B Member, then any such issuance or (B) if Xxxxx X. Xxxxxxxxx shall cease to also be the Chief Executive Officer of Xxxxxxx Foods, the approved by holders of a majority of the outstanding Class B Units or Class C Unitsthen outstanding. (c) If any additional Units are issued hereunder to any Person who is not already a Member, any such Person (and such Person’s spouse, as applicable) shall, as a condition to admission as an additional Member (an “Additional Member”), execute and acknowledge such instruments as the case may beBoard determines to be necessary or appropriate to effect the admission of such Person as an Additional Member, approve such issuance. In additionincluding, without limitation, the holders written agreement by such Person (and such Person’s spouse, as applicable) to become a party to, and be bound by, the provisions of a majority this Agreement. Upon the admission of Class any Additional Member, the Schedule of Members attached hereto as Schedule A Units shall have be amended to reflect the right to cause the Company to create and issue additional units, provided that no admission of such issuance shall adversely affect the relationship among the Class A Units, Class B Units and Class C Units as set forth hereinAdditional Member.

Issuance of Additional Units. The Management Committee shall have the right to cause the Company to create and issue preferred units in connection Manager may, with the exercise written consent of the Company's rights and/or obligations to purchase Class A UnitsXxxxx, Class B Units and Class C Units from certain Members each of whom for so long as Xxxxx is also a party to a Management Unit Subscription Agreement, dated as of the date hereof, by and between such Member and the Company (collectively, the "Management Unit Subscription Agreements"). Subject to the provisions of the Management Unit Subscription Agreement, the Management Committee shall determine the terms and 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 case may be, issued as of the date hereof (it being understood that any Class B such consent right of Xxxxx shall not be applicable at any time that X. Xxxxx Securities, Inc. (together with any successors and assigns, the “Senior Agent”) or any of its affiliate, is pursuing any enforcement action or remedies at law or equity with respect to amounts or other obligations owed to any lender under that certain Credit Agreement, dated as of July 2, 2021 (as amended, restated or otherwise modified from time to time, the “Senior Credit Agreement”), by and among Cadiz, the Senior Agent and the other parties party thereto or any other Loan Document (as defined in the Senior Credit Agreement)), from time to time (i) increase or decrease (but not below the total number of then-outstanding Units) the total number of Units that the Company is authorized to issue and the number of Units constituting any class or Class C series of Units, (ii) authorize the issuance of additional classes or series of Units repurchased and fix and determine the designation and the relative rights, preferences, privileges and restrictions granted to or imposed on such additional classes and series of Units (including the rights, preferences and privileges that are senior to or have preference over the rights, preferences or privileges of any then outstanding or authorized class or series of Units), and (iii) amend or restate this Agreement as necessary to effect any or all of the foregoing. Additional Units may be issued for such Capital Contributions (including Capital Contributions of equity interests in other entities and of other property) and with such rights, privileges and preferences as shall be determined by the Company shall no longer be considered "issued" for purposes hereof) unless (A) for so long Manager and 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 issuanceapproved by Xxxxx. In addition, the holders Manager may, with the written consent of Xxxxx (it being understood that any such consent right of Xxxxx shall not be applicable at any time that the Senior Agent or any of its affiliate, is pursuing any enforcement action or remedies at law or equity with respect to amounts or other obligations owed to any lender under the Senior Credit Agreement or any other Loan Document), for so long as Xxxxx is a majority of Class A Member, from time to time award Units shall have the right to cause in the Company to create Persons who provide services to the Company on such terms and issue with such rights, privileges and preferences as shall be determined by the Manager and as approved by Xxxxx. If the issuance of additional unitsUnits has been properly approved in accordance with this Agreement, provided that no the Persons to whom such issuance additional Units have been issued shall adversely affect automatically be admitted to the relationship among the Class A Company as Members with respect to such additional Units, Class B Units subject to (A) such Person executing and Class C Units delivering such instruments, in form and substance satisfactory to the Manager, as set forth herein.the Manager shall deem necessary or appropriate, and

Issuance of Additional Units. The Management Committee shall have the right to cause the Company to create and issue preferred units in connection with the exercise of the Company's ’s rights and/or obligations to purchase Class A Units, Class B Units, Class C Units, Class E Units, Class F Units and Class C G Units from certain Members each of whom is also a party to a Management Unit Subscription Agreement, dated as of the date hereof, Agreement by and between such Member and the Company (collectively, the "“Management Unit Subscription Agreements"”). Subject to the provisions of the Management Unit Subscription Agreement, the Management Committee shall determine the terms and 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 case may be, issued as of the 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 and classes of units, ; provided that (i) no such issuance shall adversely affect the relationship among the Class A Units, Class B Units and Class C Units as set forth hereinherein without the consent of the holders of a majority in interest of the Units of each Class so affected, or (ii) adversely affect the relationship among the Class A Xxxxx, Class B Units and Class C Units, on the one hand, and the Class E Units, on the other hand without the consent of the holders of a majority in interest of the Units of each Class so affected (taking the Class A Units, Class B Units and Class C Units together as one Class), or (iii) adversely affect the relationship among the Class A Units, Class B Units and Class C Units, on the one hand, and the Class F Units, on the other hand, without the consent of the holders of a majority in interest of the Units of each Class so affected (taking the Class A Units, Class B Units and Class C Units together as one Class), or (iv) adversely affect the relationship among the Class A Units, Class B Units and Class C Units, on the one hand, and the Class G Units, on the other hand, without the consent of the holders of a majority in interest of the Units of each Class so affected (taking the Class A Units, Class B Units and Class C Units together as one Class).

Issuance of Additional Units. The Management Committee shall have the right to cause the Company to create and issue preferred units in connection with the exercise of the Company's ’s rights and/or obligations to purchase Class A Units, Class B Units, Class C Units, Class E Units, Class F Units, Class G Units and Class C H Units from certain Members each of whom is also a party to a Management Unit Subscription Agreement, dated as of the date hereof, Agreement by and between such Member and the Company (collectively, the "“Management Unit Subscription Agreements"”). Subject to the provisions of the Management Unit Subscription Agreement, the Management Committee shall determine the terms and 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 case may be, issued as of the 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 and classes of units, ; provided that (i) no such issuance shall adversely affect the relationship among the Class A Units, Class B Units and Class C Units as set forth hereinherein without the consent of the holders of a majority in interest of the Units of each Class so affected, or (ii) adversely affect the relationship among the Class A Units, Class B Units and Class C Units, on the one hand, and the Class E Units, on the other hand without the consent of the holders of a majority in interest of the Units of each Class so affected (taking the Class A Units, Class B Units and Class C Units together as one Class), or (iii) adversely affect the relationship among the Class A Units, Class B Units and Class C Units, on the one hand, and the Class F Units, on the other hand, without the consent of the holders of a majority in interest of the Units of each Class so affected (taking the Class A Units, Class B Units and Class C Units together as one Class), (iv) adversely affect the relationship among the Class A Units, Class B Units and Class C Units, on the one hand, and the Class G Units, on the other hand, without the consent of the holders of a majority in interest of the Units of each Class so affected (taking the Class A Units, Class B Units and Class C Units together as one Class), or (v) adversely affect the relationship among the Class A Units, Class B Units and Class C Units, on the one hand, and the Class H Units, on the other hand, without the consent of the holders of a majority in interest of the Units of each Class so affected (taking the Class A Units, Class B Units and Class C Units together as one Class).

Issuance of Additional Units. (a) The Management Committee shall have the right to cause Board of Managers may authorize the Company to create issue additional Units having the same rights and issue preferred units in connection with obligations specified herein. As a condition to any such issuance, the exercise proposed holder of the Company's rights and/or obligations to purchase Class A Units, Class B if not already a Member, shall agree in writing to be bound by the terms of this Agreement. An issuance of Units under this Section shall be effected by the execution and Class C delivery of such documentation as the Board of Managers shall deem appropriate. Upon execution and delivery of such documentation, the Unit holder, if not already a Member, shall become a Member. (b) Except for Units from certain Members each of whom is also a party issued to a Management Unit Subscription Agreementthe Majority Member with respect to the Majority Member Contribution, dated as of if additional Units are issued to the date hereof, by and between such Majority Member and the Company or any Affiliate thereof (collectively, the "Management Unit Subscription Agreements"). Subject to the provisions of the Management Unit Subscription Agreement“Contributing Member”) in exchange for an additional Capital Contribution, the Management Committee Initial Individual Members shall determine be entitled to purchase additional Units under the same terms and conditions governing as the issuance Contributing Member. The number of any of such preferred units. In addition, the Management Committee additional Units that each Initial Individual Member may purchase 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 equal the number of Units owned by such Class B Initial Individual Member multiplied by a fraction, the numerator of which shall equal the number of Units being issued to the Contributing Member, and Class C Unitsthe denominator of which shall equal the number of Units owned by the Contributing Member prior to the issuance. Except as provided in this Section 2.4(b), no Member shall have any pre-emptive rights. (c) If any Person acquires additional Units in the Company, Schedule 1 shall be amended to reflect such additional issuance and/or Member, as the case may be. (d) Notwithstanding anything to the contrary contained in this Agreement, issued the Value of the Majority Member Contribution will be eight (8) times the Quad DM Earnings. (e) For a period of thirty (30) days beginning on the date of the first release to the Initial Individual Members of escrow funds held pursuant to the Escrow Agreement executed in connection with the closing of the transactions described in the Purchase Agreement (the “Purchase Option Period”), the Initial Individual Members, collectively, shall have the right and option, but no obligation, to acquire from Quad a number of additional Units whose aggregate purchase price shall equal $546,363. The allocation of the number of additional Units that may be purchased by each Initial Individual Member (which may be zero) shall be determined by unanimous consent of the Board, provided, however, that no additional Units will be allocated to an Initial Individual Member who has not made his Closing Date Capital Contribution. The price at which such additional Units may be purchased shall be equal to the price ascribed to the Units owned by such Initial Individual Member as of the date hereof (it being understood that any Class B Units or Class C Units repurchased such other price determined by unanimous consent of the Board. Quad and the Company shall no longer take all actions necessary to effect such purchases promptly following receipt from one or more Initial Individual Members of their intent to exercise the option described in this Section 2.4(e), which notice must be considered "issued" for purposes hereof) unless (A) for so long as he serves as Chief Executive Officer of Xxxxxxx Foodsgiven within the Purchase Option Period. If an Initial Individual Member does not exercise, Xxxxx X. Xxxxxxxxx provides his written consent to such issuance or (B) if Xxxxx X. Xxxxxxxxx shall cease to be during the Chief Executive Officer of Xxxxxxx FoodsPurchase Option Period, the holders option to purchase all or any portion of a majority his allocation of the outstanding Class B Units or Class C additional Units, as the case may be, approve such issuance. In addition, the holders of a majority of Class A Units Quad shall have the right no obligation to cause the Company offer such unpurchased Units 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 hereinany other Initial Individual Member.