Common use of Issuances of Additional Membership Interests Clause in Contracts

Issuances of Additional Membership Interests. (a) Issuance to Other Than the Managing Member. The Managing Member is hereby authorized to cause the Company to issue such additional Membership Interests in the form of Membership Units for any Company purpose at any time or from time to time, to the Members (other than issuances to the Managing Member, which issuances are governed by Section 4.2(b) and Section 4.2(c)) or to other Persons for such consideration and on such terms and conditions as shall be established by the Managing Member in its sole and absolute discretion, all without the approval of any Non-Managing Members except to the extent provided herein; provided, however, that the Company also may from time to time issue to third parties additional Membership Interests (other than any such issuance to the Managing Member which is governed by Sections 4.2(b) and 4.2(c)) in one or more classes, or one or more series of any of such classes, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions senior to Non-Managing Membership Interests, as may be set forth in Exhibit C attached hereto from time to time, subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of income, gain, loss, deduction and credit to each such class or series of Membership Interests, (ii) the right of each such class or series of Membership Interests to share in distributions, and (iii) the rights of each such class or series of Membership Interests upon dissolution and liquidation of the Company. To the extent more than one class of Membership Units is outstanding, the Membership Units in this Agreement shall be referred to as Class A Units. To the extent more than one class of Common Shares is outstanding, the Common Shares in this Agreement shall be referred to as Class A Common Shares.

Issuances of Additional Membership Interests. (a) Issuance to Other Than the Managing Member. The Managing Member is hereby authorized to cause the Company to may issue such additional Membership Interests in the form of and Derivative Membership Units Interests for any Company purpose at any time or and from time to time, time to the Members (other than issuances to the Managing Member, which issuances are governed by Section 4.2(b) and Section 4.2(c)) or to other such Persons for such consideration and on such terms and conditions as shall be established by the Managing Member in its sole and absolute discretionshall determine, all without the approval of any Non-Managing Members except Members. (b) Each additional Membership Interest authorized to the extent provided herein; provided, however, that be issued by the Company also pursuant to Section 5.4(a) may from time to time issue to third parties additional Membership Interests (other than any such issuance to the Managing Member which is governed by Sections 4.2(b) and 4.2(c)) be issued in one or more classes, or one or more series of any of such classes, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relativepreferences, participating, optional or other special rights, powers and qualificationsduties (which may be senior to existing classes and series of Membership Interests), limitations or restrictions thereofas shall be fixed by the Managing Member, including voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions senior to Non-Managing Membership Interests, as may be set forth in Exhibit C attached hereto from time to time, subject to Delaware law, including, without limitation, with respect to (i) the allocations of right to share in Company profits and losses or items of income, gain, loss, deduction and credit to each such class or series of Membership Interests, thereof; (ii) the right of each such class or series of Membership Interests to share in Company distributions, and ; (iii) the rights of each such class or series of Membership Interests upon dissolution and liquidation of the Company. To ; (iv) whether, and the extent more than one class terms and conditions upon which, the Company may or shall be required to redeem the Membership Interest (including sinking fund provision); (v) whether such Membership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Membership Interest will be issued, evidenced by Certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Membership Interest; and (viii) the right, if any, of each such Membership Interest to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Membership Interest. (c) The Managing Member shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Membership Interests and Derivative Membership Interests pursuant to this Section 5.4, (ii) the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, (iii) the issuance of Common Units pursuant to Section 5.12, (iv) reflecting admission of such additional Non-Managing Members in the Register as the Record Holders of such Non-Managing Member Interests and (v) all additional issuances of Membership Interests and Derivative Membership Interests. The Managing Member shall determine the relative rights, powers and duties of the holders of the Units or other Membership Interests or Derivative Membership Interests being so issued. The Managing Member shall do all things necessary to comply with the Delaware Act and is outstandingauthorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Membership Interests or Derivative Membership Interests or in connection with the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Class A Shares or other Membership Interests are listed or admitted to trading. (d) No additional Common Units shall be issued to the Managing Member unless (i) the additional Common Units are issued to all Members holding Common Units in this Agreement proportion to their respective Percentage Interests in the Common Units, (ii) (a) the additional Common Units are Common Units issued in connection with an issuance of Class A Shares and (b) the Managing Member contributes to the Company the cash proceeds or other consideration received in connection with the issuance of such Class A Shares, (iii) the additional Common Units are issued upon the conversion, redemption or exchange of other securities issued by the Company or (iv) the additional Common Units are issued pursuant to Section 5.6. (e) No fractional Units shall be referred to as Class A Units. To issued by the extent more than one class of Common Shares is outstanding, the Common Shares in this Agreement shall be referred to as Class A Common SharesCompany.

Issuances of Additional Membership Interests. (a) Issuance Subject to Other Than the Managing Member. The Managing Member is hereby authorized to cause Section 4.8, the Company to may issue such additional Membership Interests in the form of Membership Units for any Company purpose at any time or and from time to time, time to the Members (other than issuances to the Managing Member, which issuances are governed by Section 4.2(b) and Section 4.2(c)) or to other such Persons for such consideration and on such terms and conditions as shall be established by the Managing Member in its sole and absolute discretionshall determine, all without the approval of any Non-Managing Members except Members. (b) Each additional Unit authorized to the extent provided herein; provided, however, that be issued by the Company also pursuant to Section 3.3 may from time to time issue to third parties additional Membership Interests (other than any such issuance to the Managing Member which is governed by Sections 4.2(b) and 4.2(c)) be issued in one or more classes, or one or more series of any of such classes, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relativepreferences, participating, optional or other special rights, powers and qualificationsduties, limitations or restrictions thereofas shall be fixed by the Managing Member, including voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions senior to Non-Managing Membership Interests, as may be set forth in Exhibit C attached hereto from time to time, subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of income, gain, loss, deduction and credit right to each such class or series of Membership Interests, share in Company distributions; (ii) the right of each such class or series of Membership Interests to share in distributions, and (iii) the rights of each such class or series of Membership Interests upon dissolution and liquidation of the Company. To ; (iii) whether, and the extent more than one class of Membership Units is outstandingterms and conditions upon which, the Membership Units in this Agreement Company may or shall be referred required to as Class A Units. To redeem the extent more than one class Units (including sinking fund provisions); (iv) whether such Unit is issued with the privilege of Common Shares is outstandingconversion or exchange and, if so, the Common Shares terms and conditions of such conversion or exchange; (v) the terms and conditions upon which each Unit will be issued, evidenced by certificates and assigned or transferred; (vi) the method for determining the percentage interest in the Company represented by such Units; and (vii) the right, if any, of each such Unit to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Membership Interests. (c) The Managing Member shall take all actions that it determines to be necessary or appropriate in connection with each issuance of Units pursuant to this Agreement Section 3.3 and the admission of such additional Members in the books and records of the Company. The Managing Member shall determine the relative rights, powers and duties of the holders of the Units or other Membership Interests being so issued. The Managing Member shall do all things necessary to comply with the Act and is authorized and directed to do all things that it determines to be referred to as Class A Common Sharesnecessary or appropriate in connection with any future issuance of limited liability company interests, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency.

Issuances of Additional Membership Interests. (a) Issuance to Other Than the Managing Member. The Managing Member is hereby authorized to cause the Company to may issue such additional Membership Interests and options, rights, warrants and appreciation rights relating to the Membership Interests (including as described in the form of Membership Units Section 7.6(d)) for any Company purpose at any time or and from time to time, time to the Members (other than issuances to the Managing Member, which issuances are governed by Section 4.2(b) and Section 4.2(c)) or to other such Persons for such consideration and on such terms and conditions as the Manager shall be established by the Managing Member in its sole and absolute discretiondetermine, all without the approval of any Non-Managing Members except Members. (b) Each additional Membership Interest authorized to the extent provided herein; provided, however, that be issued by the Company also pursuant to Section 5.6(a) may from time to time issue to third parties additional Membership Interests (other than any such issuance to the Managing Member which is governed by Sections 4.2(b) and 4.2(c)) be issued in one or more classes, or one or more series of any of such classes, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relativepreferences, participating, optional or other special rights, powers and qualificationsduties (which may be senior to existing classes and series of Membership Interests), limitations or restrictions thereofas shall be fixed by the Manager, including voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions senior to Non-Managing Membership Interests, as may be set forth in Exhibit C attached hereto from time to time, subject to Delaware law, including, without limitation, with respect to (i) the allocations of right to share in Company profits and losses or items of income, gain, loss, deduction and credit to each such class or series of Membership Interests, thereof; (ii) the right of each such class or series of Membership Interests to share in Company distributions, and ; (iii) the rights of each such class or series of Membership Interests upon dissolution and liquidation of the Company. To ; (iv) whether, and the extent more than one class terms and conditions upon which, the Company may, or shall be required to, redeem the Membership Interest (including sinking fund provisions); (v) whether such Membership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Membership Interest will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Membership Interest; and (viii) the right, if any, of each such Membership Interest to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Membership Interest. (c) The Manager shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Membership Interests and options, rights, warrants and appreciation rights relating to Membership Interests pursuant to this Section 5.6, (ii) the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, (iii) reflecting the admission of such additional Members in the books and records of the Company as the Record Holder of such Membership Interest, and (iv) all additional issuances of Membership Interests. The Manager shall determine the relative rights, powers and duties of the holders of the Units or other Membership Interests being so issued. The Manager shall do all things necessary to comply with the Delaware Act and is outstandingauthorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Membership Interests or in connection with the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Membership Interests are listed or admitted to trading. (d) No fractional Units in this Agreement shall be referred to as Class A Units. To issued by the extent more than one class of Common Shares is outstanding, the Common Shares in this Agreement shall be referred to as Class A Common SharesCompany.

Issuances of Additional Membership Interests. (a) Issuance Subject to Other Than the Managing Member. The Managing Member is hereby authorized to cause Section 4.8, the Company to may issue such additional Membership Interests in the form of Membership Units for any Company purpose at any time or and from time to time, time to the Members (other than issuances to the Managing Member, which issuances are governed by Section 4.2(b) and Section 4.2(c)) or to other such Persons for such consideration and on such terms and conditions as shall be established by the Managing Member in its sole and absolute discretionshall determine, all without the approval of any Non-Managing Members except Members. (b) Each additional Unit authorized to the extent provided herein; provided, however, that be issued by the Company also pursuant to Section 3.3 may from time to time issue to third parties additional Membership Interests (other than any such issuance to the Managing Member which is governed by Sections 4.2(b) and 4.2(c)) be issued in one or more classes, or one or more series of any of such classes, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relativepreferences, participating, optional or other special rights, powers and qualificationsduties, limitations or restrictions thereofas shall be fixed by the Managing Member, including voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions senior to Non-Managing Membership Interests, as may be set forth in Exhibit C attached hereto from time to time, subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of income, gain, loss, deduction and credit right to each such class or series of Membership Interests, share in Company distributions; (ii) the right of each such class or series of Membership Interests to share in distributions, and (iii) the rights of each such class or series of Membership Interests upon dissolution and liquidation of the Company. To ; (iii) whether, and the extent more than one class of Membership Units is outstandingterms and conditions upon which, the Membership Units in this Agreement Company may or shall be referred required to as Class A Units. To redeem the extent more than one class Units (including sinking fund provisions); (iv) whether such Unit is issued with the privilege of Common Shares is outstandingconversion or exchange and, if so, the Common Shares terms and conditions of such conversion or exchange; (v) the terms and conditions upon which each Unit will be issued, evidenced by certificates and assigned or transferred; (vi) the method for determining the percentage interest in the Company represented by such Units; and (vii) the right, if any, of each such Unit to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Membership Interests. (c) The Managing Member shall take all actions that it determines to be necessary or appropriate in connection with each issuance of Units pursuant to this Agreement Section 3.3 and the admission of such additional Members in the books and records of the Company. The Managing Member shall determine the relative rights, powers and duties of the holders of the Units or other Membership Interests being so issued. The Managing Member shall do all things necessary to comply with the Xxxxxxxx Islands Act and is authorized and directed to do all things that it determines to be referred to as Class A Common Sharesnecessary or appropriate in connection with any future issuance of limited liability company interests, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency.

Issuances of Additional Membership Interests. (a) Issuance to Other Than the Managing Member. The Managing Member is hereby authorized to cause the Company to may issue such additional Membership Interests in and options, rights, warrants and appreciation rights relating to the form of Membership Units Interests for any Company purpose at any time or and from time to time, time to the Members (other than issuances to the Managing Member, which issuances are governed by Section 4.2(b) and Section 4.2(c)) or to other such Persons for such consideration and on such terms and conditions as EnerVest, as the sole Member, shall determine (b) Each additional Membership Interest authorized to be established issued by the Managing Member in its sole and absolute discretion, all without the approval of any Non-Managing Members except Company pursuant to the extent provided herein; provided, however, that the Company also Section 4.4(a) may from time to time issue to third parties additional Membership Interests (other than any such issuance to the Managing Member which is governed by Sections 4.2(b) and 4.2(c)) be issued in one or more classes, or one or more series of any of such classes, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relativepreferences, participating, optional or other special rights, powers and qualificationsduties (which may be senior to existing classes and series of Membership Interests), limitations or restrictions thereofas shall be fixed by EnerVest, as the sole Member, including voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions senior to Non-Managing Membership Interests, as may be set forth in Exhibit C attached hereto from time to time, subject to Delaware law, including, without limitation, with respect to (i) the allocations of right to share in Company profits and losses or items of income, gain, loss, deduction and credit to each such class or series of Membership Interests, thereof; (ii) the right of each such class or series of Membership Interests to share in Company distributions, and ; (iii) the rights of each such class or series of Membership Interests upon dissolution and liquidation of the Company. To ; (iv) whether, and the extent more than one class terms and conditions upon which, the Company may or shall be required to redeem the Membership Interest (including sinking fund provisions); (v) whether such Membership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Membership Interest will be issued, evidenced by certificates and assigned or transferred; and (vii) the right, if any, of each such Membership Interest to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Membership Interest. (c) EnerVest, as the sole Member, is hereby authorized and directed to take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Membership Units is outstandingInterests and options, rights, warrants and appreciation rights relating to Membership Interests pursuant to this Section 4.4, (ii) the admission of additional Members and (iii) all additional issuances of Membership Interests. EnerVest, as the sole Member, shall determine the relative rights, powers and duties of the holders of the Membership Units Interests or other Membership Interests being so issued. EnerVest, as the sole Member, shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in this Agreement shall be referred to as Class A Units. To the extent more than one class connection with any future issuance of Common Shares is outstandingMembership Interests, the Common Shares in this Agreement shall be referred to as Class A Common Sharesincluding compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency.

Issuances of Additional Membership Interests. (a) Issuance to Other Than the Managing Member. The Managing Member is hereby authorized to cause the Company to may issue such additional Membership Interests in the form of and Derivative Membership Units Interests for any Company purpose at any time or and from time to time, time to the Members (other than issuances to the Managing Member, which issuances are governed by Section 4.2(b) and Section 4.2(c)) or to other such Persons for such consideration and on such terms and conditions as the Board of Directors shall be established by the Managing Member in its sole and absolute discretiondetermine, all without the approval of any Non-Managing Members except Members. (b) Each additional Membership Interest authorized to the extent provided herein; provided, however, that be issued by the Company also pursuant to Section 5.4(a) may from time to time issue to third parties additional Membership Interests (other than any such issuance to the Managing Member which is governed by Sections 4.2(b) and 4.2(c)) be issued in one or more classes, or one or more series of any of such classes, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relativepreferences, participating, optional or other special rights, powers and qualificationsduties (which may be senior to existing classes and series of Membership Interests), limitations or restrictions thereofas shall be fixed by the Board of Directors, including voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions senior to Non-Managing Membership Interests, as may be set forth in Exhibit C attached hereto from time to time, subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of income, gain, loss, deduction and credit right to each such class or series of Membership Interests, share in Company distributions; (ii) the right of each such class or series of Membership Interests to share in distributions, and (iii) the rights of each such class or series of Membership Interests upon dissolution and liquidation of the Company. To ; (iii) whether, and the extent more than one class terms and conditions upon which, the Company may or shall be required to redeem the Membership Interest (including sinking fund provisions); (iv) whether such Membership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (v) the terms and conditions upon which each Membership Interest will be issued, evidenced by certificates and assigned or transferred; (vi) the method for determining the Percentage Interest as to such Membership Interest; and (vii) the right, if any, of each such Membership Interest to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Membership Interest. (c) The Board of Directors shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Membership Interests and Derivative Membership Interests pursuant to this Section 5.4, (ii) the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, (iii) reflecting the admission of such additional Members in the books and records of the Company as the Record Holder of such Membership Interest, and (iv) all additional issuances of Membership Interests and Derivative Membership Interests. The Board of Directors shall determine the relative rights, powers and duties of the holders of the Units or other Membership Interests or Derivative Membership Interests being so issued. The Board of Directors shall do all things necessary to comply with the Xxxxxxxx Islands Act and is outstandingauthorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Membership Interests or Derivative Membership Interests or in connection with the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Membership Interests are listed or admitted to trading. (d) No fractional Units in this Agreement shall be referred to as Class A Units. To issued by the extent more than one class of Common Shares is outstanding, the Common Shares in this Agreement shall be referred to as Class A Common SharesCompany.

Issuances of Additional Membership Interests. (a) Issuance to Other Than the Managing Member. The Managing Member is hereby authorized to cause the Company to may issue such additional Membership Interests in and options, rights, warrants and appreciation rights relating to the form of Membership Units Interests for any Company purpose at any time or and from time to time, time to the Members (other than issuances to the Managing Member, which issuances are governed by Section 4.2(b) and Section 4.2(c)) or to other such Persons for such consideration and on such terms and conditions as the Board of Directors shall be established by the Managing Member in its sole and absolute discretiondetermine, all without the approval of any Non-Managing Members except Members. (b) Each additional Membership Interest authorized to the extent provided herein; provided, however, that be issued by the Company also pursuant to Section 5.4(a) may from time to time issue to third parties additional Membership Interests (other than any such issuance to the Managing Member which is governed by Sections 4.2(b) and 4.2(c)) be issued in one or more classes, or one or more series of any of such classes, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relativepreferences, participating, optional or other special rights, powers and qualificationsduties (which may be senior to existing classes and series of Membership Interests), limitations or restrictions thereofas shall be fixed by the Board of Directors, including voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions senior to Non-Managing Membership Interests, as may be set forth in Exhibit C attached hereto from time to time, subject to Delaware law, including, without limitation, with respect to (i) the allocations of items of income, gain, loss, deduction and credit right to each such class or series of Membership Interests, share in Company distributions; (ii) the right of each such class or series of Membership Interests to share in distributions, and (iii) the rights of each such class or series of Membership Interests upon dissolution and liquidation of the Company. To ; (iii) whether, and the extent more than one class terms and conditions upon which, the Company may or shall be required to redeem the Membership Interest (including sinking fund provisions); (iv) whether such Membership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (v) the terms and conditions upon which each Membership Interest will be issued, evidenced by certificates and assigned or transferred; (vi) the method for determining the Percentage Interest as to such Membership Interest; and (vii) the right, if any, of each such Membership Interest to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Membership Interest. (c) The Board of Directors shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Membership Interests and options, rights, warrants and appreciation rights relating to Membership Interests pursuant to this Section 5.4, (ii) the conversion of the Seadrill Member Interest or any Incentive Distribution Rights into Units is outstandingpursuant to the terms of this Agreement, (iii) the Membership Units in this Agreement shall be referred to as Class A Units. To the extent more than one class issuance of Common Shares Units pursuant to Section 5.10, (iv) reflecting the admission of such additional Members in the books and records of the Company as the Record Holder of such Membership Interest, and (v) all additional issuances of Membership Interests. The Board of Directors shall determine the relative rights, powers and duties of the holders of the Units or other Membership Interests being so issued. The Board of Directors shall do all things necessary to comply with the Xxxxxxxx Islands Act and is outstandingauthorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Membership Interests or in connection with the conversion of the Seadrill Member Interest or any Incentive Distribution Rights into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Common Shares in this Agreement shall be referred Units or other Membership Interests are listed or admitted to as Class A Common Sharestrading.

Issuances of Additional Membership Interests. (a) Issuance to Other Than the Managing Member. The Managing Member is hereby authorized to cause the Company to may issue such additional Membership Interests in the form of and Derivative Membership Units Interests for any Company purpose at any time or and from time to time, time to the Members (other than issuances to the Managing Member, which issuances are governed by Section 4.2(b) and Section 4.2(c)) or to other such Persons for such consideration and on such terms and conditions as shall be established by the Managing Member in its sole and absolute discretionshall determine, all without the approval of any Non-Managing Members except Members. (b) Each additional Membership Interest authorized to the extent provided herein; provided, however, that be issued by the Company also pursuant to ‎Section 5.4(a) may from time to time issue to third parties additional Membership Interests (other than any such issuance to the Managing Member which is governed by Sections 4.2(b) and 4.2(c)) be issued in one or more classes, or one or more series of any of such classes, with such voting powers, full or limited, or no voting powers, and such designations, preferences and relativepreferences, participating, optional or other special rights, powers and qualificationsduties (which may be senior to existing classes and series of Membership Interests), limitations or restrictions thereofas shall be fixed by the Managing Member, including voting powers, designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions senior to Non-Managing Membership Interests, as may be set forth in Exhibit C attached hereto from time to time, subject to Delaware law, including, without limitation, with respect to (i) the allocations of right to share in Company profits and losses or items of income, gain, loss, deduction and credit to each such class or series of Membership Interests, thereof; (ii) the right of each such class or series of Membership Interests to share in Company distributions, and ; (iii) the rights of each such class or series of Membership Interests upon dissolution and liquidation of the Company. To ; (iv) whether, and the extent more than one class terms and conditions upon which, the Company may or shall be required to redeem the Membership Interest (including sinking fund provision); (v) whether such Membership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Membership Interest will be issued, evidenced by Certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Membership Interest; and (viii) the right, if any, of each such Membership Interest to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Membership Interest. (c) The Managing Member shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Membership Interests and Derivative Membership Interests pursuant to this ‎Section 5.4, (ii) the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, (iii) the issuance of Common Units pursuant to ‎Section 5.12, (iv) reflecting admission of such additional Non-Managing Members in the Register as the Record Holders of such Non-Managing Member Interests and (v) all additional issuances of Membership Interests and Derivative Membership Interests. The Managing Member shall determine the relative rights, powers and duties of the holders of the Units or other Membership Interests or Derivative Membership Interests being so issued. The Managing Member shall do all things necessary to comply with the Delaware Act and is outstandingauthorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Membership Interests or Derivative Membership Interests or in connection with the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Class A Shares or other Membership Interests are listed or admitted to trading. (d) No additional Common Units shall be issued to the Managing Member unless (i) the additional Common Units are issued to all Members holding Common Units in this Agreement proportion to their respective Percentage Interests in the Common Units, (ii) (a) the additional Common Units are Common Units issued in connection with an issuance of Class A Shares and (b) the Managing Member contributes to the Company the cash proceeds or other consideration received in connection with the issuance of such Class A Shares, (iii) the additional Common Units are issued upon the conversion, redemption or exchange of other securities issued by the Company or (iv) the additional Common Units are issued pursuant to ‎Section 5.6. (e) No fractional Units shall be referred to as Class A Units. To issued by the extent more than one class of Common Shares is outstanding, the Common Shares in this Agreement shall be referred to as Class A Common SharesCompany.