Common use of Issuances to the Managing Member Clause in Contracts

Issuances to the Managing Member. No additional Company Units shall be issued to the Managing Member unless (i) the additional Company Units are issued to all Members holding Company Common Units in proportion to their respective Percentage Interests in the Company Common Units, (ii) (A) the additional Company Units are (x) Company Class A Common Units issued in connection with an issuance of Class A Common Stock, (y) Company Class B Common Units issued in connection with an issuance of Class B Common Stock or (z) Company Equivalent Units (other than Company Common Units) issued in connection with an issuance of Preferred Stock, New Securities or other interests in the Managing Member (other than Common Stock), and (B) the Managing Member contributes to the Company the net cash proceeds or other consideration (if any) received in connection with the issuance of such Common Stock, Preferred Stock, New Securities or other interests in the Managing Member, (iii) the additional Company Units are issued upon the conversion, redemption or exchange of Debt, Company Units or other securities issued by the Company, or (iv) the additional Company Units are issued pursuant to Article III.

Issuances to the Managing Member. No additional Company Units shall be issued to the Managing Member unless (i) the additional Company Units are issued to all Members holding Company Common Units and OPEUs in proportion to their respective Percentage Interests in the Company Common UnitsUnits and OPEUs, collectively, (ii) (A) the additional Company Units are (xI) Company Class A Common Units issued in connection with an issuance of Class A Common StockOP Units and/or REIT Shares, (y) Company Class B Common Units issued in connection with an issuance of Class B Common Stock or (zII) Company Equivalent Units OPEUs (other than Company Common Units) issued in connection with an issuance of Preferred StockOP Units, New Securities or other interests in the Managing Member (other than Common Stock)Member, and (B) the Managing Member contributes to the Company the net cash proceeds or other consideration (if any) received in connection with the issuance of such Common StockOP Units, Preferred Stockpreferred equity of the Managing Member, New Securities or other interests in the Managing Member, (iii) the additional Company Units are issued upon the conversion, redemption or exchange of Debt, Company Units or other securities issued by the Company, or (iv) the additional Company Units are issued pursuant to Article IIISections 4.3(b), 4.3(e) or 4.4, (v) the additional Company Units are issued pursuant to the exercise of rights set forth in the Put Option Agreement, or (vi) the additional Company Units are issued pursuant to an exchange described in Section 15.1.

Issuances to the Managing Member. No additional Company Units shall be issued to the Managing Member unless (i) the additional Company Units are issued to all Members holding Company Common Units in proportion to their respective Percentage Interests in the Company Common Units, (ii) (Aa) the additional Company Units are (xw) Company Class A Common Units issued in connection with an issuance of Class A Common StockShares, (yx) Company Class B Common Units issued in connection with an issuance of Class B Shares, (y) Company Class C Common Stock Units issued in connection with an issuance of Class C Shares or (z) Company Equivalent Units (other than Company Common Units) issued in connection with an issuance of Preferred StockShares, New Securities or other interests in the Managing Member (other than Common StockShares), and (Bb) the Managing Member contributes to the Company the net cash proceeds or other consideration (if any) received in connection with the issuance of such Common StockShares, Preferred StockShares, New Securities or other interests in the Managing Member, or (iii) the additional Company Units are issued upon the conversion, redemption or exchange of Debt, Company Units or other securities issued by the Company, or (iv) the additional Company Units are issued pursuant to Article III.