Common use of Issuance of New Securities Clause in Contracts

Issuance of New Securities. III.8.1. Subject to Section 3.8.2 and to the availability of authorized but unissued Units, the Board may from time to time authorize and cause the Company to issue additional Units, options or warrants to purchase Interests, or any combination of the foregoing, consisting either of the Units authorized hereby or as otherwise may be authorized in accordance with the terms hereof (collectively, “New Securities”), and with such terms and conditions and in exchange for such cash or other lawful consideration as it may determine; provided, however, no Member shall have any obligation to contribute additional capital to the Company. Any such New Securities will be issued pursuant to subscription agreements and such other documents deemed appropriate by the Board. Any such New Securities shall be subject to the pre-emptive rights set forth in Article VII of this Agreement. Notwithstanding any terms or provisions to the contrary, the following shall not be “New Securities” and shall not be subject to the terms of this Section 3.8.1: (a) Units issued to XXXX pursuant to Section 7.3 of this Agreement, which shall be issued as provided in Section 7.3 and without regard to the provisions of this Section 3.8.1; and (b) Profits Interest Units issued pursuant to Section 3.9 of this Agreement, which shall be issued as provided in Section 3.9 and without regard to the provisions of this Section 3.8.1. XXX.0.0. Xx Company Unit shall be issued after the date hereof (other than pursuant to Section 3.9 or Section 7.3) unless either (i) all of the following conditions are met, or (ii) all of the Members consent to such issuance: The newly issued Unit shall be either (i) of the same class of Unit as those Units issued and outstanding as of the date hereof, other than Profit Interest Units, if any (“Common Units”), or (ii) Units entitled to a specified rate of return on contributed capital, and convertible into Common Units (“Convertible Preferred Units”); Upon the issuance of a Convertible Preferred Unit or a Common Unit (whether pursuant to conversion of a Convertible Preferred Unit or otherwise), the Adjusted Fair Market Value of the Company property shall be adjusted pursuant to Section 2.02(a) of the Appendix; and Immediately prior to the issuance of the Unit, the Company shall issue to XXXX, as royalties under the license between the Company and XXXX, any additional Units required to be issued pursuant to Section 7.3. The example contained in Appendix D hereto illustrates the operation of this Section 3.8.2.

Issuance of New Securities. III.8.1. Subject to Section 3.8.2 and to the availability of authorized authorized, but unissued Units, the Board may from time to time authorize and cause the Company to issue additional Units, options or warrants to purchase Interests, or any combination of the foregoing, consisting either of the Units authorized hereby or as otherwise may be authorized in accordance with the terms hereof Equity Securities (collectively, “New Securities”), and with such terms and conditions and in exchange for such cash or other lawful consideration as it may determine; provided, however, no Member shall have any obligation to contribute additional capital to the Company or to purchase any New Securities offered by the Company. Any such New Securities will be issued pursuant to subscription agreements and such other documents deemed appropriate by the Board. Any such New Securities shall be subject to the pre-emptive rights set forth in Article VII of this Agreement. Notwithstanding any terms or provisions to the contrary, the following shall not be “New Securities” and shall not be subject to to, and may be issued without regard to, the terms of this Section 3.8.1: (a) Equity Securities issued on the date of this Agreement; (b) Equity Securities issued as payment or consideration for goods or services provided to the Company or any of its Subsidiaries in connection with borrowings, credit arrangements, equipment leasing or financings, or similar transactions with third party lenders; (c) Equity Securities issued in connection with an initial public offering of the Company or a reorganization of the Company in connection with an initial public offering; (d) Equity Securities approved by the Board for issuance to any Manager as consideration for serving on the Board; (e) Units issued to XXXX pursuant to Section 7.3 of this Agreement, which shall be issued as provided in Section 7.3 and without regard to the provisions of this Section 3.8.1; and7.3; (bf) Profits Interest Units issued pursuant to Section 3.9 of this Agreement, which shall be issued as provided in Section 3.9 or the Company’s equity incentive plan adopted and without regard approved by the Board; and (g) Equity Securities that are issued, sold or transferred with respect to the provisions of this which each Member with preemptive rights under Section 3.8.17.1 has waived such preemptive rights in writing. XXX.0.0. Xx Company Unit shall be issued after the date hereof (other than pursuant to Section 3.9 or Section 7.3) unless either (i) all of the following conditions are met, or (ii) all of the Members consent to such issuanceissuance in writing: The newly issued Unit This Agreement shall be either (i) amended or amended and restated to reflect the new economic and non-economic rights and privileges of any Units issued that are not the same class of Unit as those Units issued and outstanding as of on the date hereof, other than Profit Interest Units, if any hereof (“Common Units”), ) or (ii) Units entitled to a specified rate of return on contributed capital, and convertible into Common Units (“Convertible Preferred Profits Interest Units”); Upon the issuance of a Convertible Preferred Unit or a Common Unit (whether pursuant to conversion of a Convertible Preferred Unit or otherwise)any New Securities, the Adjusted Fair Market Value of the Company property shall be adjusted pursuant to Section 2.02(a) of the AppendixAppendix A; and Immediately prior to the issuance of the Unit, the Company shall issue to XXXX, as royalties under the license between the Company and XXXX, any additional Units required to be issued pursuant to Section 7.3. The example contained in Appendix D hereto illustrates the operation of this Section 3.8.2. Upon the issuance of any New Securities in accordance with this Agreement, the Persons to whom such New Securities have been issued shall be automatically admitted to the Company as Members with respect to such additional Units, subject to the terms of this Agreement, as amended from time to time.

Issuance of New Securities. III.8.1. Subject to Section 3.8.2 and to the availability of authorized but unissued Units, the Board may from time to time authorize and cause the Company to issue additional Units, options or warrants to purchase Interests, or any combination of the foregoing, consisting either of the Units authorized hereby or as otherwise may be authorized in accordance with the terms hereof (collectively, “New Securities”), and with such terms and conditions and in exchange for such cash or other lawful consideration as it may determine; provided, however, no Member shall have any obligation to contribute additional capital to the Company. Any such New Securities will be issued pursuant to subscription agreements and such other documents deemed appropriate by the Board. Any such New Securities shall be subject to the pre-emptive rights set forth in Article VII of this Agreement. Notwithstanding any terms or provisions to the contrary, the following shall not be “New Securities” and shall not be subject to the terms of this Section 3.8.1: (a) Units issued to XXXX pursuant to Section 7.3 of this Agreement, which shall be issued as provided in Section 7.3 and without regard to the provisions of this Section 3.8.1; and (b) Profits Interest Units issued pursuant to Section 3.9 of this Agreement, which shall be issued as provided in Section 3.9 and without regard to the provisions of this Section 3.8.1. XXX.0.0. Xx Company Unit shall be issued after the date hereof (other than pursuant to Section 3.9 or Section 7.3) unless either (i) all of the following conditions are met, or (ii) all of the Members consent to such issuance: The newly issued Unit shall be either (i) of the same class of Unit as those Units issued and outstanding as of the date hereof, other than Profit Interest Units, if any (“Common Units”), or (ii) Units entitled to a specified rate of return on contributed capital, and convertible into Common Units (“Convertible Preferred Units”); Upon the issuance of a Convertible Preferred Unit or a Common Unit (whether pursuant to conversion of a Convertible Preferred Unit or otherwise), the Adjusted Fair Market Value of the Company property shall be adjusted pursuant to Section 2.02(a) of the AppendixAppendix A; and Immediately prior to the issuance of the Unit, the Company shall issue to XXXX, as royalties under the license between the Company and XXXX, any additional Units required to be issued pursuant to Section 7.3. The example contained in Appendix D hereto illustrates the operation of this Section 3.8.2.