Issuances to the Manager. No additional Units shall be issued to the Manager unless at least one of the following conditions is satisfied: (i) The additional Units are issued to all Members holding Common Units in proportion to their respective Percentage Interests in the Common Units; (ii) The additional Units are (x) Class A Units (A) issued in connection with an issuance of Class A Common Stock or (B) issued with appropriate adjustments to the Exchange Rate, in the case of clause (B), in accordance with Section 11.4, or (y) Equivalent Units (other than Common Units) issued in connection with an issuance of Preferred Stock, New Securities, or other interests in the Manager (other than Common Stock), and, in each case, the Manager contributes to the Company the net proceeds (if any) received in connection with the issuance of such Class A Common Stock, Preferred Stock, New Securities, or other interests in the Manager; (iii) There is a recapitalization of the Capital Stock of the Manager, including any stock split, stock dividend, reclassification or similar transaction; (iv) The additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company and held by the Manager; or (v) The additional Units are issued in accordance with the express terms of Section 2.5(g) or any of the other provisions of this Article II (other than Section 2.4(a)).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Swiftmerge Acquisition Corp.), Limited Liability Company Agreement (Swiftmerge Acquisition Corp.)
Issuances to the Manager. No additional Units shall be issued to the Manager unless at least one of the following conditions is satisfied:
(i) The additional Units are issued to all Members holding Common Units in proportion to their respective Percentage Interests in the Common Units;
(ii) The additional Units are (x) Class A Units (A) issued in connection with an issuance of Class A Common Stock or (B) issued with appropriate adjustments to the Exchange Rate, in the case of clause (B), Rate in accordance with Section Section 11.4, or (y) Equivalent Units (other than Common Units) issued in connection with an issuance of Preferred Stock, New Securities, or other interests in the Manager (other than Common Stock), and, in each case, the Manager contributes to the Company the net proceeds (if any) received in connection with the issuance of such Class A Common Stock, Preferred Stock, New Securities, or other interests in the Manager;
(iii) There is a recapitalization of the Capital Stock of the Manager, including any stock split, stock dividend, reclassification or similar transaction;
(iv) The additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company and held by the Manager; or
(v) The additional Units are issued in accordance with the express terms of Section Section 2.5(g) or any of the other provisions of this Article Article II (other than Section Section 2.4(a)).
Appears in 2 contracts
Samples: Limited Liability Company Agreement (NUSCALE POWER Corp), Agreement and Plan of Merger (Spring Valley Acquisition Corp.)
Issuances to the Manager. No additional Units shall be issued to the Manager unless at least one of the following conditions is satisfied:
(i) The additional Units are issued Consistent with the requirements of Section 2.5(d), including to all Members holding Common Units in proportion to their respective Percentage Interests in maintain the Common Units;
(ii) The One-to-One Ratios, the additional Units are (x) Class A Units (A) issued in connection with an issuance of Class A Common Stock or (B) issued with appropriate adjustments to the Exchange Rate, in the case of clause (B), Rate in accordance with Section 11.4, or (y) Equivalent Units (other than Common Units) issued in connection with an issuance of Preferred Stock, New Securities, or other interests in the Manager (other than Common Stock), and, in each case, the Manager contributes to the Company the net proceeds (if any) received in connection with the issuance of such Class A Common Stock, Preferred Stock, New Securities, or other interests in the Manager;
(iiiii) There is a recapitalization of the Capital Stock of the Manager, including any stock split, stock dividend, reclassification or similar transactiontransaction and such issuances are necessary to maintain the One-to-One Ratios;
(iviii) The additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company and held by the ManagerManager and such issuances are necessary to maintain the One-to-One Ratios; or
(viv) The additional Units are issued in accordance with the express terms of the applicable provisions Section 2.5(g) or any of the other provisions of this Article II (other than 2.4 and Section 2.4(a))2.5.
Appears in 2 contracts
Samples: Business Combination Agreement (ESGEN Acquisition Corp), Business Combination Agreement (ESGEN Acquisition Corp)
Issuances to the Manager. No additional Units shall be issued to the Manager unless at least one of the following conditions is satisfied:
(i) The additional Units are issued Consistent with the requirements of Section 2.5(d), including to all Members holding Common Units in proportion to their respective Percentage Interests in maintain the Common Units;
(ii) The One-to-One Ratios, the additional Units are (x) Class A Units (A) issued in connection with an issuance of Class A Common Stock or (B) issued with appropriate adjustments to the Exchange Rate, in the case of clause (B), Rate in accordance with Section 11.4, or (y) Equivalent Units (other than Common Units) issued in connection with an issuance of Preferred Stock, New Securities, or other interests in the Manager (other than Common Stock), and, in each case, the Manager contributes to the Company the net proceeds (if any) received in connection with the issuance of such Class A Common Stock, Preferred Stock, New Securities, or other interests in the Manager;
(iiiii) There is a recapitalization of the Capital Stock of the Manager, including any stock split, stock dividend, reclassification or similar transactiontransaction and such issuances are necessary to maintain the One-to-One Ratios;
(iviii) The additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company and held by the ManagerManager and such issuances are necessary to maintain the One-to-One Ratios; or
(viv) The additional Units are issued in accordance with the express terms of Section 2.5(g) or any of the other applicable provisions of this Article II (other than Section 2.4(a)2.4 and Section 2.5 or Section 3.2(f).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Zeo Energy Corp.)
Issuances to the Manager. No additional Units shall be issued to the Manager unless at least one of the following conditions is satisfied:
(i) The additional Units are issued to all Members holding Common Units in proportion to their respective Percentage Interests in the Common Units;
(ii) The additional Units are (x) Class A Units (A) issued in connection with an issuance of Class A Common Stock or (B) issued with appropriate adjustments to the Exchange Rate, in the case of clause (B), in accordance with Section Section 11.4, or (y) Equivalent Units (other than Common Units) issued in connection with an issuance of Preferred Stock, New Securities, or other interests in the Manager (other than Common Stock), and, in each case, the Manager contributes to the Company the net proceeds (if any) received in connection with the issuance of such Class A Common Stock, Preferred Stock, New Securities, or other interests in the Manager;
(iii) There is a recapitalization of the Capital Stock of the Manager, including any stock split, stock dividend, reclassification or similar transaction;
(iv) The additional Units are issued upon the conversion, redemption or exchange of Debt, Units or other securities issued by the Company and held by the Manager; or
(v) The additional Units are issued in accordance with the express terms of Section Section 2.5(g) or any of the other provisions of this Article Article II (other than Section Section 2.4(a)).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Verde Clean Fuels, Inc.)