Common use of Issuance of MM Interests or Other Securities by the Managing Member Clause in Contracts

Issuance of MM Interests or Other Securities by the Managing Member. The Managing Member shall not issue any additional interests to its members or MM New Securities unless (i) the Managing Member shall cause the Company to issue to the Managing Member, Company Interests or rights, options, warrants or convertible or exchangeable securities of the Company having designations, preferences and other rights, all such that the economic interests thereof are substantially similar to those of the additional interests or MM New Securities issued by the Managing Member and (ii) the Managing Member shall make a Capital Contribution of the net proceeds from the issuance of such additional interests or MM New Securities, as the case may be, and from the exercise of the rights contained in such additional MM New Securities, as the case may be. Without limiting the foregoing, the Managing Member is expressly authorized to issue additional interests or MM New Securities for no tangible value or for less than fair market value, and the Managing Member is expressly authorized to cause the Company to issue to the Managing Member corresponding Company Interests, so long as (x) the Managing Member concludes in good faith that such issuance of Company Interests is in the interests of the Company; and (y) the Managing Member contributes all proceeds, if any, from such issuance and exercise to the Company.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Limited Liability Company Agreement (Brookfield DTLA Fund Office Trust Investor Inc.), Limited Liability Company Agreement (Brookfield DTLA Fund Office Trust Investor Inc.)

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