Common use of Membership Interests; Additional Members Clause in Contracts

Membership Interests; Additional Members. (a) The Members own Membership Interests in the Company. In exchange for each Member’s Capital Contribution to the Company referred to in Section 6.01, the Company shall issue to each Member the Membership Interest with the Ownership Percentage set forth opposite such Member’s name on Exhibit A. All membership interests in the Company shall be certificated in the form attached hereto as Exhibit E or such other form as the Board may elect. Each certificate evidencing Membership Interests in the Company shall bear the following legend: “This Certificate evidences a Membership Interest in the Company and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, each other applicable jurisdiction.” Such certificates, if any, may set forth designations with regard to class of interest, capital contribution, voting rights, and any other matter that the Board deems appropriate. No amendment to this provision shall be effective until all outstanding Membership Interest certificates have been surrendered to the Company for cancellation. (b) The Board shall direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the party claiming the certificate of Membership Interests to be lost, stolen or destroyed; provided that, as a condition precedent to the issuance thereof, the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, shall give the Company an indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed. (c) A Membership Interest shall represent a Member’s (i) interest in items of income, gain, loss and deduction of the Company and a right to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and (ii) right to vote on Company matters in accordance with the provisions of the Agreement and designate Representatives. (d) The Company may issue additional Membership Interests and options, rights, warrants and appreciation rights relating to the Membership Interests for any Company purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the Board shall determine in accordance with Section 8.04. (e) Each additional Membership Interest authorized to be issued by the Company pursuant to Section 3.01(c) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Membership Interests), as shall be fixed by the Board in accordance with Section 8.04, including (i) the right to share in Company profits and losses or items thereof; (ii) the right to share in Company distributions; (iii) the rights upon dissolution and liquidation of the Company; (iv) whether, and the 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. (f) The Board 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 3.01, (ii) reflecting the admission of such additional Members in the books and records of the Company as the record holder of such Membership Interest and (iii) all additional issuances of Membership Interests, in each case including amending this Agreement and Exhibit A hereof as necessary to reflect any such issuance. The Board, acting pursuant to Section 8.04, shall determine the relative rights, powers and duties of the holders of the Membership Interests being so issued. The Board 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 connection with any future issuance of Membership Interests pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any governmental agency.

Membership Interests; Additional Members. (a) The Members own Membership Effective as of April 15, 2013, (i) AIM Midstream Holdings transferred the Transferred Interests in to HPIP, (ii) HPIP was admitted as a Member owning the Company. In exchange for each Member’s Capital Contribution to Transferred Interests, (iii) AIM Midstream Holdings continued as a Member of the Company referred to owning the Remaining Interests and (iv) the Company continued without dissolution. (b) Effective immediately following the transfer of the Transferred Interests as described in Section 6.01, 3.1(a): (i) the Company shall issue to each Member the Membership Interest with the Ownership Percentage set forth opposite such Member’s name on Exhibit A. All membership interests in the Company shall be certificated in the form attached hereto as Exhibit E or such other form as the Board may elect. Each certificate evidencing classes of Membership Interests in the Company shall bear the following legend: “This Certificate evidences consisted of either a Class A Membership Interest in or a Class B Membership Interest; (ii) the Company and shall be a security governed by Article 8 of Transferred Interests were converted into the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, each other applicable jurisdiction.” Such certificates, if any, may set forth designations with regard to class of interest, capital contribution, voting rights, and any other matter that the Board deems appropriate. No amendment to this provision shall be effective until all outstanding Class A Membership Interest certificates have been surrendered to the Company for cancellation.and HPIP was designated as a Class A Member; and (biii) The Board shall direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon Remaining Interests were converted into the making of an affidavit of that fact by the party claiming the certificate of Class B Membership Interests to be lost, stolen or destroyed; provided that, Interest and AIM Midstream Holdings was designated as a condition precedent to the issuance thereof, the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, shall give the Company an indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed.Class B Member; (c) Each Class A Membership Interest Member shall represent a Member’s (i) interest in items of income, gain, loss and deduction of have the Company and a right to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and (ii) right to vote on Company as to all matters in accordance with the provisions submitted to a vote of the Agreement and designate RepresentativesMembers as described in Section 8.4. (d) Except as specifically and unconditionally required by Applicable Law, the Members agree that no Class B Member shall have voting rights and the Class B Members shall have no right to vote the Class B Membership Interest. (e) Exhibit A reflects the Members’ ownership of the Class A Membership Interest the Class B Membership Interest and each Members’ Sharing Percentage, in each case as of the date hereof. The Company Board shall be authorized, and without the requirement of consent by any Member, to provide such revisions or amendments to Exhibit A as may issue additional Membership Interests and options, rights, warrants and appreciation rights relating to the Membership Interests for any Company purpose at any time and be necessary from time to time to such Persons reflect changes effected in accordance with this Agreement, including changes in the membership of the Company, addresses for notices and Sharing Percentages. (f) Additional Person(s) may be admitted to the Company as a Member(s) in exchange for such consideration and on upon such other terms and conditions conditions, in each case as determined by the Board shall determine in accordance with Section 8.04. (e) Each additional Membership Interest authorized to be issued by good faith. The terms of admission or issuance must specify the Company pursuant to Section 3.01(c) Sharing Percentages applicable thereto and may be issued in one provide for the creation of different classes or more classesgroups of Members having different rights, or one or more series of any such classespowers and duties, with such designations, preferences, including rights, powers and duties (which may be that are senior in preference to existing classes Members. The Board may reflect the creation of any new class or group in an amendment to this Agreement indicating the different rights, powers and series of Membership Interests)duties, as and such an amendment shall be fixed deemed approved and executed by the Board in accordance with Section 8.04Members. Any such admission is effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member and such new Member’s ratification of this Agreement and agreement to be bound by it. Upon the admission of a new Member, including Exhibit A will be updated to reflect such admission. Notwithstanding the foregoing, no additional Membership Interest shall be issued to HPIP or any of its Affiliates without (i) the prior written consent of AIM Midstream Holdings, which consent shall not be unreasonably withheld or denied, or (ii) offering the Class B Members a right to share participate in such issuance on a proportionate basis to the Class B Members’ Sharing Percentage at the lower of (A) the price at which the Membership Interests are being issued to HPIP or its Affiliate or (B) the fair market value of such Membership Interests (it being agreed that any price of a Membership Interest issued to an Affiliate of HPIP in which a third party owns an interest shall be presumed to be fair market value). In addition, except with respect to the Company’s exercise of the preemptive rights provided to the Company profits pursuant to the Partnership Agreement, no Class A Member shall take any action, and losses shall cause the Board and any officer(s) not to take any action, that would result in the issuance of any security of the Partnership to an Affiliate of HPIP, the issuance of which would have a disproportionate adverse effect on the Class B Members as compared to the Class A Members, without (i) the approval of the Conflicts Committee or items thereof; (ii) the right prior written consent of AIM Midstream Holdings, which consent shall not be unreasonably withheld or denied. In addition, notwithstanding anything herein to share in Company distributions; the contrary, except with the express written approval of each Class C Member, which consent shall not be unreasonably withheld or denied, (iiix) the rights upon dissolution and liquidation of the Company; (iv) whether, and the terms and conditions upon which, the Company may, or no additional Membership Interest shall be required to, redeem issued to any Person (whether then a Member or otherwise) to the Membership Interest (including sinking fund provisions); (v) whether extent such Membership Interest is issued with would reduce the privilege Sharing Percentage of conversion or exchange andany Class C Member hereunder, 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 (viiy) the right, if any, of each such Membership Interest to vote on Company matters, including matters relating except with respect to the relative rights, preferences and privileges Company’s exercise of such Membership Interest. (f) The Board shall take all actions that it determines preemptive rights provided 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 3.01, (ii) reflecting the admission of such additional Members in the books and records of the Company as the record holder of such Membership Interest and (iii) all additional issuances of Membership Interests, in each case including amending this Agreement and Exhibit A hereof as necessary to reflect any such issuance. The Board, acting pursuant to Section 8.04, shall determine the relative rights, powers and duties of the holders of the Membership Interests being so issued. The Board 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 connection with any future issuance of Membership Interests pursuant to the terms of this Partnership Agreement, including compliance with no Class A Member shall take any statuteaction, ruleand shall cause the Board and any officer(s) not to take any action, regulation or guideline that would result in the issuance of any governmental agencysecurity of the Partnership to an Affiliate of HPIP, the issuance of which would have a material and disproportionate adverse effect on the Class C Members as compared to the Class A Members or Class B Members, without the approval of the Conflicts Committee.

Membership Interests; Additional Members. (aAdditional Person(s) The Members own Membership Interests in the Company. In exchange for each Member’s Capital Contribution may be admitted to the Company referred to in Section 6.01, the Company shall issue to each Member the Membership Interest with the Ownership Percentage set forth opposite such Member’s name on Exhibit A. All membership interests in the Company shall be certificated in the form attached hereto as Exhibit E or such other form as the Board may elect. Each certificate evidencing Membership Interests in the Company shall bear the following legend: “This Certificate evidences a Membership Interest in the Company and shall be a security governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and, to the extent permitted by applicable law, each other applicable jurisdiction.” Such certificates, if any, may set forth designations with regard to class of interest, capital contribution, voting rights, and any other matter that the Board deems appropriate. No amendment to this provision shall be effective until all outstanding Membership Interest certificates have been surrendered to the Company for cancellation. (b) The Board shall direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Company alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the party claiming the certificate of Membership Interests to be lost, stolen or destroyed; provided that, as a condition precedent to the issuance thereof, the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, shall give the Company an indemnity against any claim that may be made against the Company with respect to the certificate alleged to have been lost, stolen or destroyed. (cMember(s) A Membership Interest shall represent a Member’s (i) interest in items of income, gain, loss and deduction of the Company and a right to receive distributions of the Company’s assets in accordance with the provisions of this Agreement and (ii) right to vote on Company matters in accordance with the provisions of the Agreement and designate Representatives. (d) The Company may issue additional Membership Interests and options, rights, warrants and appreciation rights relating to the Membership Interests for any Company purpose at any time and from time to time to such Persons exchange for such consideration and on upon such other terms and conditions conditions, in each case as determined by the Board shall determine in accordance with Section 8.04. (e) Each additional Membership Interest authorized to be issued by good faith. The terms of admission or issuance must specify the Company pursuant to Section 3.01(c) Sharing Percentages applicable thereto and may be issued in one provide for the creation of different classes or more classesgroups of Members having different rights, or one or more series of any such classespowers and duties, with such designations, preferences, including rights, powers and duties (which may be that are senior in preference to existing classes Members. The Board may reflect the creation of any new class or group in an amendment to this Agreement indicating the different rights, powers and series of Membership Interests)duties, as and such an amendment shall be fixed deemed approved and executed by the Board in accordance with Section 8.04Members. Any such admission is effective only after such new Member has executed and delivered to the Members and the Company an instrument containing the notice address of the new Member and such new Member’s ratification of this Agreement and agreement to be bound by it. Upon the admission of a new Member, including Exhibit A will be updated to reflect such admission. Notwithstanding the foregoing, no additional Membership Interest shall be issued to HPIP or any of its Affiliates without (i) the prior written consent of AIM Midstream Holdings, which consent shall not be unreasonably withheld or denied, or (ii) offering the Class B Members a right to share participate in such issuance on a proportionate basis to the Class B Members’ Sharing Percentage at the lower of (A) the price at which the Membership Interests are being issued to HPIP or its Affiliate or (B) the fair market value of such Membership Interests (it being agreed that any price of a Membership Interest issued to an Affiliate of HPIP in which a third party owns an interest shall be presumed to be fair market value). In addition, except with respect to the Company’s exercise of the preemptive rights provided to the Company profits pursuant to the Partnership Agreement, no Class A Member shall take any action, and losses shall cause the Board and any officer(s) not to take any action, that would result in the issuance of any security of the Partnership to an Affiliate of HPIP, the issuance of which would have a disproportionate adverse effect on the Class B Members as compared to the Class A Members, without (i) the approval of the Conflicts Committee or items thereof; (ii) the right to share in Company distributions; (iii) the rights upon dissolution and liquidation prior written consent of the Company; (iv) whetherAIM Midstream Holdings, and the terms and conditions upon which, the Company may, which consent shall not be unreasonably withheld 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 Interestdenied. (f) The Board 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 3.01, (ii) reflecting the admission of such additional Members in the books and records of the Company as the record holder of such Membership Interest and (iii) all additional issuances of Membership Interests, in each case including amending this Agreement and Exhibit A hereof as necessary to reflect any such issuance. The Board, acting pursuant to Section 8.04, shall determine the relative rights, powers and duties of the holders of the Membership Interests being so issued. The Board 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 connection with any future issuance of Membership Interests pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any governmental agency.