Common use of Membership Interests; Additional Members Clause in Contracts

Membership Interests; Additional Members. (a) The Members own Membership Interests in the Company that shall be represented by units (“Units”). The Units shall be uncertificated, unless the Board determines pursuant to Section 9.04(a) to have the Company issue certificates for the Units. In exchange for each Member’s Capital Contribution to the Company referred to in Section 7.01, the Company shall issue to each Member the number of Units set forth opposite such Member’s name on Exhibit A. (b) 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 9.04. (c) Each additional Membership Interest authorized to be issued by the Company pursuant to Section 3.01(b) 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 9.04, 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. (d) 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 9.04, shall determine the relative rights, powers and duties of the holders of the Units or other 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 Effective as of the date hereof, (i) AIM Midstream Holdings hereby transfers the Transferred Interests to HPIP, (ii) HPIP is hereby admitted as a Member owning the Transferred Interests, (iii) AIM Midstream Holdings hereby continues as a Member of the Company owning the Remaining Interests and (iv) the Company hereby continues without dissolution. (b) Effective immediately following the transfer of the Transferred Interests as described in Section 3.1(a): (i) the classes of Membership Interests in the Company that shall be represented by units (“Units”). The Units shall be uncertificated, unless the Board determines pursuant to Section 9.04(a) to have the Company issue certificates for the Units. In exchange for each Member’s Capital Contribution to the Company referred to in Section 7.01, the Company shall issue to each Member the number consist of Units set forth opposite such Member’s name on Exhibit A.either a Class A Membership Interest and a Class B Membership Interest; (bii) The Company may issue additional the Transferred Interests are hereby converted into the Class A Membership Interest and HPIP is designated as a Class A Member; (iii) the Remaining Interests are hereby converted into the Class B Membership Interest and optionsAIM Midstream Holdings is designated as a Class B Member; and (iv) Exhibit A shall reflect the Members’ ownership of the Class A Membership Interest and the Class B Membership Interest and each Members’ Sharing Percentage, rights, warrants and appreciation rights relating to in each case as of 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 9.04date hereof. (c) Each additional Class A Member shall have the right to vote as to all matters submitted to a vote of the Members 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 authorized Interest. (e) The Board shall be authorized, and without the requirement of consent by any Member, to provide such revisions or amendments to Exhibit A as may be issued by necessary from time to time to reflect changes effected in accordance with this Agreement, including changes in the Company pursuant to Section 3.01(bmembership of the Company, addresses for notices and Sharing Percentages. (f) Additional Person(s) may be issued admitted to the Company as a Member(s) in one exchange for such consideration and upon such other terms and conditions, in each case as determined by the Board in good faith. The terms of admission or more classesissuance must specify the Sharing Percentages applicable thereto and may provide for the creation of different classes or groups 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 9.04Members. 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 for less than the fair market value of such Membership Interests 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. 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. (d) 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 9.04, shall determine the relative rights, powers and duties of the holders of the Units or other 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.