Common use of Issuances of Additional Units Clause in Contracts

Issuances of Additional Units. Notwithstanding Section 6.4(b) hereof, but subject to Section 6.4(c), the Managing Member is hereby authorized to cause the Company to issue additional Units, for any Company purpose, at any time or from time to time, to the Members or to other Persons, and to admit such Persons as additional Members, 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 other Member. Without limiting the foregoing, the Managing Member is expressly authorized to cause the Company to issue Units (a) upon the conversion, redemption or exchange of any debt, Units or other securities issued by the Company, (b) for less than fair market value, so long as the Managing Member concludes in good faith that such issuance is in the best interests of the Company (taking into account the Company’s status as a subsidiary of Clipper), and (c) in connection with any merger of any other Person into the Company or any subsidiary of the Company if the applicable merger agreement provides that Persons are to receive Units in exchange for their interests in the Person merging into the Company or any subsidiary of the Company. Any Unit that is not specifically designated by the Managing Member as being of a particular class or series shall be deemed to be a Class B Unit. Subject to Section 6.4(c) and applicable law, any additional Units may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties as shall be determined by the Managing Member, in its sole and absolute discretion without the approval of any other Member, and set forth in a written document thereafter attached to and made an exhibit to this Agreement which exhibit shall be an amendment to this Agreement and shall be incorporated herein by this reference. Without limiting the generality of the foregoing, the Managing Member shall have authority to specify (i) the allocations of items of Company income, gain, loss, deduction and credit to each such class or series of Units; (ii) the right of each such class or series of Units to share (on a pari passu, junior or preferred basis) in distributions; (iii) the rights of each such class or series of Units upon dissolution and liquidation of the Company; (iv) the voting rights, if any, of each such class or series of Units; and (v) the conversion, redemption or exchange rights applicable to each such class or series of Units. Upon the issuance of any additional Units, the Managing Member shall cause such issuance to be reflected in the books and records of the Company, including by amending Schedule B.