Common use of Membership Units Clause in Contracts

Membership Units. The authorized capital of the Company shall consist solely of the following classes of Units, having the rights, powers and preferences herein described: (a) The Company may issue Series A Units in such amounts, at such times, to such Persons and on such other terms and conditions as the Directors may determine. Ownership of one or more Series A Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement. (b) The Company may issue Series B Units in such amounts, at such times, to such Persons and on such other terms and conditions as contained in this Agreement. Ownership of one or more Series B Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement. (c) Subject to Section 5.6(d), the Company may issue Series C Units in such amounts, at such times, to such Persons and on such other terms and conditions as the Directors may determine. Ownership of one or more Series C Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement. (d) The Company may issue Series U Units in such amounts, at such times, to such Persons and on such other terms and conditions as contained in this Agreement. Ownership of one or more Series U Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligations expressly set forth in this Agreement. (e) Other than as expressly set forth in this Agreement, Series A Units, Series B Units, Series C Units and Series U Units shall have identical rights. Except as provided in the following sentence, the special rights pertaining to Series B Units as set forth in Sections 5.6(c) and 9.11 shall remain in effect so long as the original Holder of the Series B Units and its Affiliates continue to own all Series B Units originally purchased by them. From and after May 1, 2011, the original Holder of the Series B Units and its Affiliates may sell up to 15% per annum (on a cumulative basis) of the Series B Units originally purchased without terminating the special rights pertaining to Series B Units as set forth in Sections 5.6(c) and 9.11; provided, however, that once the original Holder of Series B Units and its Affiliates hold 25% or less of the Series B Units originally purchased, such Units shall be automatically converted to Series A Units. It is further provided that Series B Units transferred from the original Holder and its Affiliates shall be automatically converted into and re-issued as Series A Shares upon transfer. The provisions of the preceding three sentences of this Section 6.1(c) shall not apply to transfers of Series B Units among the original Holder of the Series B Units and its Affiliates. (f) Series C Units transferred from the original Holders and their Affiliates shall be automatically converted into and re-issued as Series A Units upon transfer; further, that if the total of Series C Units that are held by the original Holders of the Series C Units and their Affiliates is less than eight-hundred thirty-three (833), all Series C Units shall be automatically converted to Series A Units. This provision shall not apply to transfers of Series C Units among the original Holders of the Series C Units and their Affiliates. (g) Notwithstanding anything contained in this Agreement to the contrary, Bunge may Transfer all or any portion of its Series U Units and such Transfer shall be deemed to be a Permitted Transfer and shall not require the approval by the Directors as long as such Transfer meets the requirements of Section 2.1 and Section 3.1 of the Unit Transfer Policy (as such Policy is in effect as of the Effective Date). (h) Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Directors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. In the event of creation of additional Membership Interests, Exhibit A shall be updated as necessary by the Directors to reflect such Membership Interests and the Directors shall amend this Agreement, and the Members hereby consent to the amendment hereof, to reflect (a) the sale of additional Membership Interests with such terms as the Board of Managers shall deem appropriate, (b) the admission of additional Members. Except as expressly set forth in this Agreement, Members shall have no preemptive rights to acquire additional or newly created Units.

Membership Units. The authorized capital of the Company shall consist solely of the following classes of Units, having the rights, powers and preferences herein described: (a) The Company may issue Series A Units in such amounts, at such times, to such Persons and on such other terms and conditions as the Directors may determine. Ownership of one or more Series A Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement. (b) The Company may issue Series B Units in such amounts, at such times, to such Persons and on such other terms and conditions as contained in this Agreement. Ownership of one or more Series B Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement. (c) Subject to Section 5.6(d), the Company may issue Series C Units in such amounts, at such times, to such Persons and on such other terms and conditions as the Directors may determine. Ownership of one or more Series C Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement. (d) The Company may issue Series U Units in such amounts, at such times, to such Persons and on such other terms and conditions as contained in this Agreement. Ownership of one or more Series U Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligations expressly set forth in this Agreement. (e) Other than as expressly set forth in this Agreement, Series A C Units, Series B Units, Series C Units and Series U A Units shall have identical rights. Except as provided in the following sentence, the special rights pertaining to Series B Units as set forth in Sections 5.6(c) and 9.11 shall remain in effect so long as the original Holder of the Series B Units and its Affiliates continue to own all Series B Units originally purchased by them. From and after May 1, 2011, the original Holder of the Series B Units and its Affiliates may sell up to 15% per annum (on a cumulative basis) of the Series B Units originally purchased without terminating the special rights pertaining to Series B Units as set forth in Sections 5.6(c) and 9.11; provided, however, that once the original Holder of Series B Units and its Affiliates hold 25% or less of the Series B Units originally purchased, such Units shall be automatically converted to Series A Units. It is further provided that Series B Units transferred from the original Holder and its Affiliates shall be automatically converted into and re-issued as Series A Shares upon transfer. The provisions of the preceding three sentences of this Section 6.1(c) shall not apply to transfers of Series B Units among the original Holder of the The Series B Units and its Affiliates. (fe) Series C Units transferred from the original Holders and their Affiliates shall be automatically converted into and re-issued as Series A Units upon transfer; further, that if the total of Series C Units that are held by the original Holders of the Series C Units and their Affiliates is less than eight-hundred thirty-three (833), all Series C Units shall be automatically converted to Series A Units. This provision shall not apply to transfers of Series C Units among the original Holders of the Series C Units and their Affiliates. (g) Notwithstanding anything contained in this Agreement to the contrary, Bunge may Transfer all or any portion of its Series U Units and such Transfer shall be deemed to be a Permitted Transfer and shall not require the approval by the Directors as long as such Transfer meets the requirements of Section 2.1 and Section 3.1 of the Unit Transfer Policy (as such Policy is in effect as of the Effective Date). (hf) Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Directors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. In the event of creation of additional Membership Interests, Exhibit A shall be updated as necessary by the Directors to reflect such Membership Interests and the Directors shall amend this Agreement, and the Members hereby consent to the amendment hereof, to reflect (a) the sale of additional Membership Interests with such terms as the Board of Managers shall deem appropriate, (b) the admission of additional Members. Except as expressly set forth in this Agreement, Members shall have no preemptive rights to acquire additional or newly created Units.

Membership Units. The authorized capital of the Company shall consist solely of the following classes of Units, having the rights, powers and preferences herein described: (a) The Company may issue Series A Units in such amounts, at such times, to such Persons and on such other terms and conditions as the Directors may determine. Ownership of one or more Series A Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement. (b) The Company may issue Series B Units in such amounts, at such times, to such Persons and on such other terms and conditions as contained in this Agreement. Ownership of one or more Series B Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement. (c) Subject to Section 5.6(d), the Company may issue Series C Units in such amounts, at such times, to such Persons and on such other terms and conditions as the Directors may determine. Ownership of one or more Series C Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement. (d) The Company may issue Series U E Units in such amounts, at such times, to such Persons and on such other terms and conditions as contained in this Agreement. Ownership of one or more Series U E Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligations expressly set forth in this Agreement. (e) Other than as expressly set forth in this Agreement, Series A Units, Series B Units, Series C Units and Series U E Units shall have identical rights. Except as provided in the following sentence, the special rights pertaining to Series B Units as set forth in Sections 5.6(c) and 9.11 shall remain in effect so long as the original Holder of the Series B Units and its Affiliates continue to own all Series B Units originally purchased by them. From and after May 1, 2011, the original Holder of the Series B Units and its Affiliates may sell up to 15% per annum (on a cumulative basis) of the Series B Units originally purchased without terminating the special rights pertaining to Series B Units as set forth in Sections 5.6(c) and 9.11; provided, however, that once the original Holder of Series B Units and its Affiliates hold 25% or less of the Series B Units originally purchased, such Units shall be automatically converted to Series A Units. It is further provided that Series B Units transferred from the original Holder and its Affiliates shall be automatically converted into and re-issued as Series A Shares upon transfer. The provisions of the preceding three sentences of this Section 6.1(c) shall not apply to transfers of Series B Units among the original Holder of the The Series B Units and its Affiliates. (f) Series C Units transferred from the original Holders and their Affiliates shall be automatically converted into and re-issued as Series A Units upon transfer; further, that if the total of Series C Units that are held by the original Holders of the Series C Units and their Affiliates is less than eight-hundred thirty-three (833), all Series C Units shall be automatically converted to Series A Units. This provision shall not apply to transfers of Series C Units among the original Holders of the Series C Units and their Affiliates. (g) Notwithstanding anything contained in this Agreement to the contrary, Bunge may Transfer all or any portion of its Series U Units and such Transfer shall be deemed to be a Permitted Transfer and shall not require the approval by the Directors as long as such Transfer meets the requirements of Section 2.1 and Section 3.1 of the Unit Transfer Policy (as such Policy is in effect as of the Effective Date). (h) Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Directors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. In the event of creation of additional Membership Interests, Exhibit A shall be updated as necessary by the Directors to reflect such Membership Interests and the Directors shall amend this Agreement, and the Members hereby consent to the amendment hereof, to reflect (a) the sale of additional Membership Interests with such terms as the Board of Managers shall deem appropriate, (b) the admission of additional Members. Except as expressly set forth in this Agreement, Members shall have no preemptive rights to acquire additional or newly created Units.

Membership Units. (a) The authorized capital owners of the Company shall consist solely will be known as Members. The ownership interest of a Member will be designated as a "Membership Unit." The Company will have the following classes of Membership Units: (i) "Class B Membership Units," which shall initially represent all of the Membership Units and which shall be held by Edison pending the surrender thereof by Edison for cancellation from time to time in exchange for an equivalent number of Class A Membership Units to be distributed by Edison pursuant to the Plan of Reorganization, having and (ii) "Class A Membership Units", which shall be distributed by Edison from time to time to holders of Allowed General Unsecured Claims pursuant to the Plan of Reorganization. Membership Units will be issued only as specifically provided for in this Agreement and there shall be outstanding a total of 10,000,000 Membership Units throughout the term of the Company's existence. Membership Units will constitute personal property and no Member will have a claim to or interest in specific property of the Company. Each of the Class A Membership Units and Class B Membership Units will have the relative preferences, rights, powers and preferences herein described: (a) The Company may issue Series A Units in such amounts, at such times, to such Persons and on such other terms and conditions limitations or restrictions as the Directors may determine. Ownership of one or more Series A Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement. (b) The Each Class B Membership Unit will be represented solely by an entry in the books for registration and transfer of Membership Units provided for in Section 1.2(d). Each Class A Membership Unit, including without limitation any Class A Membership Unit that may be issued upon transfer of a Class A Membership Unit, will be evidenced by, and subject to the terms of, a Membership Unit certificate (a "Membership Certificate") in substantially the form of Exhibit A, with such changes, marks of identification or designation, and such legends, summaries, or endorsements printed thereon as the Company may issue Series B Units in such amounts, at such times, to such Persons deem appropriate and on such other terms and conditions as contained in are not inconsistent with the provisions of this Agreement. Ownership of one , or more Series B Units shall entitle a Member as may be required to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreementcomply with any applicable law or with any rule or regulation made pursuant thereto. (c) Subject to Section 5.6(d), The Membership Certificates will be executed on behalf of the Company may issue Series C Units in such amounts, at such times, to such Persons and on such other terms and conditions as by the Directors may determine. Ownership manual or facsimile signature of one or more Series C Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this AgreementManager. (d) The Manager will keep or cause to be kept, at the principal office of the Company may issue Series U or its agent designated for such purpose, books for registration and transfer of the Membership Certificates issued hereunder. Such books will show, in addition to the Class B Membership Units held by Edison, the names and addresses of the respective holders of the Membership Certificates, the number of Class A Membership Units evidenced by each of the Membership Certificates, and the date of each of the Membership Certificates. The Company and its agent will be entitled to treat the registered holder of any Class A Membership Certificate as the sole owner of the Membership Units represented by such Membership Certificate for all purposes and will not be bound to recognize any equitable or other claim or interest in such amounts, at Class A Membership Units on the part of any other Person. The Manager will be entitled to establish such times, record dates as it deems appropriate from time to such Persons time for purposes of determining the Members entitled to receive distributions or notices or to exercise voting rights and on for such other terms and conditions purposes as contained in this Agreement. Ownership of one or more Series U Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligations expressly set forth in this AgreementManager deems expedient. (e) Other than as expressly set forth In connection with each distribution of Class A Membership Units required to be made pursuant to the Plan of Reorganization, Edison shall instruct the Company or its agent designated for such purpose that Edison desires to surrender for cancellation a specified number of Class B Membership Units in this Agreement, Series exchange for the issuance and delivery to Edison of a like number of Class A Membership Units, Series to be evidenced by Membership Certificates in such denominations and registered in the names of such holders of Allowed General Unsecured Claims (or the designees thereof) as may be specified in such instruction, to be distributed by Edison pursuant to the Plan of Reorganization. All Class A Membership Units transferred by Edison to holders of disputed claims pursuant to the Plan of Reorganization on any Subsequent Distribution Date shall be deemed for purposes of this Members Agreement to have been issued in exchange for Class B Units, Series C Membership Units and Series U Units shall have identical rights. Except as provided in distributed at the following sentence, the special rights pertaining to Series B Units as set forth in Sections 5.6(c) and 9.11 shall remain in effect so long as the original Holder end of the Series B Units and its Affiliates continue to own all Series B Units originally purchased by them. From and after May 1, 2011, the original Holder of the Series B Units and its Affiliates may sell up to 15% per annum (on a cumulative basis) of the Series B Units originally purchased without terminating the special rights pertaining to Series B Units as set forth in Sections 5.6(c) and 9.11; provided, however, that once the original Holder of Series B Units and its Affiliates hold 25% or less of the Series B Units originally purchased, such Units shall be automatically converted to Series A Units. It is further provided that Series B Units transferred from the original Holder and its Affiliates shall be automatically converted into and re-issued as Series A Shares upon transfer. The provisions last day of the preceding three sentences of this Section 6.1(c) shall not apply fiscal quarter. All General Members agree to transfers of Series B Units among file all federal, state, and local tax returns in a manner that is consistent with the original Holder of the Series B Units and its Affiliatespreceding sentence. (f) Series C Units transferred from Any Membership Certificate may be transferred, split up, combined, or exchanged for another Membership Certificate or Membership Certificates. Any Member desiring to transfer, split up, combine, or exchange any such Membership Certificate will make such request in writing delivered to the original Holders Manager, and their Affiliates shall will surrender the Membership Certificate or Membership Certificates to be automatically converted into and re-issued as Series A Units upon transfer; furthertransferred, that if the total split up, combined, or exchanged, with a form of Series C Units that are held assignment duly executed by the original Holders Member thereof, at the principal office of the Series C Units Company or its agent designated for such purpose. Thereupon or as promptly as practicable thereafter, the Company or its agent will prepare, execute, and their Affiliates is less than eight-hundred thirty-three (833)deliver the Membership Certificate or Membership Certificates, all Series C Units shall as the case may be, as so requested. Neither the Company nor its agent will be automatically converted required to Series A Units. This provision shall not apply issue or deliver any Membership Certificates in connection with any transfer, split up, combination, or exchange of Membership Certificates unless and until the Member requesting the issuance or delivery thereof has paid to transfers the Manager the amount of Series C Units among any tax or governmental charge that may be payable in connection with such transfer, split up, combination, or exchange or has established to the original Holders satisfaction of the Series C Units and their AffiliatesManager that any tax or governmental charge has been paid. (g) Notwithstanding anything contained Upon receipt by the Company and the Manager of evidence reasonably satisfactory to them of the loss, theft, destruction, or mutilation of a Membership Certificate, and, in this Agreement case of loss, theft, or destruction, of indemnity or security reasonably satisfactory to them, and reimbursement to the contraryCompany and the Manager of all reasonable expenses incidental thereto, Bunge may Transfer all or any portion of its Series U Units and such Transfer shall be deemed upon surrender to be a Permitted Transfer the Manager and shall not require the approval by the Directors as long as such Transfer meets the requirements of Section 2.1 and Section 3.1 cancellation of the Unit Transfer Policy (as such Policy is Membership Certificate if mutilated, the Manager will prepare, execute, and deliver a new Membership Certificate of like tenor to the Member in effect as lieu of the Effective Date)Membership Certificate so lost, stolen, destroyed, or mutilated. (h) Additional All Membership Certificates surrendered for the purpose of transfer, split-up, combination or exchange will be delivered to the Company or its agent designated for such purpose for cancellation and different classes of Membership Interests represented by different Units may will be created and issued to new or existing Members on such terms and conditions as the Directors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. In the event of creation of additional Membership Interests, Exhibit A shall be updated as necessary canceled by the Directors to reflect Company or such Membership Interests and the Directors shall amend this Agreementagent, and the Members hereby consent to the amendment hereof, to reflect (a) the sale of additional no Membership Interests with such terms as the Board of Managers shall deem appropriate, (b) the admission of additional Members. Except Certificates will be issued in lieu thereof except as expressly set forth provided in this Agreement, Members shall have no preemptive rights to acquire additional or newly created Units.

Membership Units. The authorized capital of the Company shall consist solely of the following classes of Units, having the rights, powers and preferences herein described: (a) The Company may issue Series A Units in such amounts, at such times, to such Persons and on such other terms and conditions as the Directors Board may determine. Ownership of one or more Series A Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement. (b) The Company may issue Series B Units in such amounts, at such times, to such Persons and on such other terms and conditions as contained in this Agreement. Ownership of one or more Series B Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement. (c) Subject to Section 5.6(d), the Company may issue Series C Units in such amounts, at such times, to such Persons and on such other terms and conditions as the Directors may determine. Ownership of one or more Series C Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligation expressly set forth in this Agreement. (d) The Company may issue Series U Units in such amounts, at such times, to such Persons and on such other terms and conditions as contained in this Agreement. Ownership of one or more Series U Units shall entitle a Member to the Membership Voting Interest, Membership Economic Interest and other rights and obligations expressly set forth in this Agreement. (e) Other than as expressly set forth in this Agreement, Series A Units, Series B Units, Series C Units and Series U Units shall have identical rights. Except as provided in the following sentence, the special rights pertaining to Series B Units as set forth in Sections 5.6(c) and 9.11 shall remain in effect so long as the original Holder of the Series B Units and its Affiliates continue to own all Series B Units originally purchased by them. From and after May 1, 2011, the original Holder of the Series B Units and its Affiliates may sell up to 15% per annum (on a cumulative basis) of the Series B Units originally purchased without terminating the special rights pertaining to Series B Units as set forth in Sections 5.6(c) and 9.11; provided, however, that once the original Holder of Series B Units and its Affiliates hold 25% or less of the Series B Units originally purchased, such Units shall be automatically converted to Series A Units. It is further provided that Series B Units transferred from the original Holder and its Affiliates shall be automatically converted into and re-issued as Series A Shares upon transfer. The provisions of the preceding three sentences of this Section 6.1(c) shall not apply to transfers of Series B Units among the original Holder of the Series B Units and its Affiliates. (f) Series C Units transferred from the original Holders and their Affiliates shall be automatically converted into and re-issued as Series A Units upon transfer; further, that if the total of Series C Units that are held by the original Holders of the Series C Units and their Affiliates is less than eight-hundred thirty-three (833), all Series C Units shall be automatically converted to Series A Units. This provision shall not apply to transfers of Series C Units among the original Holders of the Series C Units and their Affiliates. (g) Notwithstanding anything contained in this Agreement to the contrary, Bunge may Transfer all or any portion of its Series U Units and such Transfer shall be deemed to be a Permitted Transfer and shall not require the approval by the Directors as long as such Transfer meets the requirements of Section 2.1 and Section 3.1 of the Unit Transfer Policy (as such Policy is in effect as of the Effective Date). (h) Additional and different classes of Membership Interests represented by different Units may be created and issued to new or existing Members on such terms and conditions as the Directors may determine. Such additional and different classes may have different rights, powers and preferences (including, without limitation, voting rights and distribution preferences), which may be superior to those of existing Members. In the event of creation of additional Membership Interests, Exhibit A shall be updated as necessary by the Directors Board to reflect such Membership Interests and the Directors Board shall amend this Agreement, and the Members hereby consent to the amendment hereof, to reflect (a) the sale of additional Membership Interests with such terms as the Board of Managers shall deem appropriate, (b) the admission of additional Members. Except as expressly set forth in this Agreement, Members shall have no preemptive rights to acquire additional or newly created Units. (c) No Member together with its Affiliates shall own in excess of forty percent (40%) of the Units of the Company. (d) As of the date of this Agreement, the Company shall have the following classes of Units: (i) Common Units, (ii) Class A Preferred Units, and (iii) the Class B Preferred Units. Except as set forth in this Agreement, the rights and preferences of Common Units, Class A Preferred Units, and Class B Preferred Units are identical.