Ownership and Issuance of Units. (a) (i) The Company has issued senior preferred units (“Senior Preferred Units”) in respect of the Senior Preferred Interest. Each Senior Preferred Member owns that number of Senior Preferred Units as appears next to its name on Schedule I hereto.
Ownership and Issuance of Units. (a) (i) Subject to the terms and conditions of this Agreement, the Company shall have the authority to issue an unlimited number of Class A Units (the “Class A Units”) for such consideration as the Board of Managers deems appropriate. Each Class A Member owns that number of Class A Units as appears next to its name on Schedule II hereto, as the same may be amended or restated from time to time.
Ownership and Issuance of Units. (a) The ownership of outstanding Units shall be listed on Schedule A to this Agreement, as from time to time revised, amended or supplemented in accordance with this Agreement. From time to time, following the admission of any Additional Members or Substitute Members, or following the issuance, transfer or forfeiture of any Units, Schedule A (and to the extent the holder thereof has been admitted as a Member, Schedule B) shall be amended to reflect such changes. Notwithstanding any provision of this Agreement to the contrary, such revision, amendment or supplement of Schedule A or Schedule B hereto shall not require the approval or consent of any Member or other Unitholder.
(b) Subject to Section 3.10, the Board is authorized in its sole and complete discretion to cause the Company to issue, on such terms and conditions as the Board shall determine, additional Units, which Units may be of a same or different class, subclass or series from the Units which are outstanding prior to such issuance, at any time or from time to time to existing Members or to other Persons, and to admit such other Persons to the Company as additional Members pursuant to Section 5.4. In connection therewith, the Board shall have sole and complete discretion to create new classes, subclasses or series of Units (in addition to the then-existing classes or subclasses or series of Units), with such relative rights, powers, preferences, privileges and limitations as shall be fixed by the Board, and to make such revisions to the relative rights, powers, preferences, privileges and limitations of Units which are outstanding prior to such issuance subject only to the express restrictions set forth in Sections 3.10 and 5.
Ownership and Issuance of Units. (i) The Company has issued units (the “Class A Units”) to each Class A Member in respect of the Class A Interest of such Member. Each Class A Member owns that number of Class A Units as appears next to its name on the Company Register.
(i) The Company has issued units (the “Class B Units”) to each Class B Member in respect of the Class B Interest of such Member. Each Class B Member owns that number of Class B Units as appears next to its name on the Company Register.
(b) The ownership of issued and outstanding Class A Units and Class B Units shall initially be set forth on Schedule I hereto, which schedule shall be amended from time to reflect any changes to the ownership of issued and outstanding Class A Units and Class B Units.
(c) The Board may issue up to 100,000,000 Class A Units and 11,111,111 Class B Units shall be reserved for issuance in the future to employees and/or Managers of the Company and/or its Subsidiaries in accordance with Section 3.3(d) and the terms of this Agreement.
(d) The Board shall have the authority to grant Class B Units to employees and/or Managers out of the number of Class B Units reserved for issuance to employees pursuant to Section 3.3(c) and to determine the terms and conditions of the Award Agreement to be executed by any such employee in connection with such grant (including terms and conditions relating to vesting, forfeiture, options to purchase and/or sell Class B Units upon termination of employment and purchase prices and terms of sale and purchase with respect thereto, and the like). The Class B Units issued under this Section 3.3(d) shall have a Hurdle Amount sufficient in the determination of the Board to cause such Class B Units to be properly treated as Profits Interests; provided, that the Class B Unit grant shall protect the Company and the Board from liability if any such Class B Units are not treated as Profits Interests for U.S. federal income tax purposes.
Ownership and Issuance of Units. (a) Subject to the terms and conditions of this Agreement (including as set forth in Section 5.7), the Company shall have the authority to issue an unlimited number of Units (the “Units”). Each Member or Unadmitted Assignee owns that number of Units as appears next to its name on Schedule A hereto, as the same may be amended or restated from time to time.
(b) The Board of Managers, subject to the terms and conditions of this Agreement (including as set forth in Section 5.7), shall have the authority to authorize, create and issue additional Units or other equity securities of the Company, including any security or instrument convertible into equity securities of the Company (“Equity Securities”), in such amounts and at such purchase price as determined by the Board of Managers.
(c) Any amounts contributed to the Company by either Member pursuant to Section 3.2(a) or Section 3.2(b), or by the Defaulting Member pursuant to Section 3.3(c), and any amount of any Company Loan converted into a Capital Contribution in accordance with Section 3.3(b) or 3.3(c), shall increase the Capital Contributions and Capital Account of each contributing or converting Member and additional Units shall be issued automatically to each such Member so that the Unit Percentage of each such Member would be equal to (i) such Member’s Capital Account (including any Capital Contribution resulting from the conversion of any Company Loan, whether in whole or in part) divided by (ii) the aggregate Capital Accounts of all of the Members (including any Capital Contribution resulting from the conversion of any Company Loan, whether in whole or in part); provided, however, for purposes of issuing Units under this Section 3.4(c) with respect to Capital Contributions made pursuant to Section 3.2(a) or Section 3.2(b), if both Members contribute their respective Capital Contributions on or prior to the due date of such Capital Contribution, then the Units shall be automatically issued on the date the last Member has contributed such Capital Contribution. Schedule A shall be amended automatically to reflect any such additional issuance of Units.
Ownership and Issuance of Units. (a) (i) The Company has issued preferred units (“Preferred Units”) in respect of the Preferred Interest. Each Preferred Member owns that number of Preferred Units as appears next to its name on Schedule I hereto.
Ownership and Issuance of Units. (a) (i) As of the date hereof the Company has issued units (the “Class A Units”) to each Class A Member in respect of the Class A Interest of such Member. Each Class A Member owns that number of Class A Units as appears next to its name on the Company Register.
Ownership and Issuance of Units. (a) As of the Closing Date (as defined in the Contribution Agreement), the Company has issued Equity Interests designated as Common Units (“Common Units”) to each Member, and each Member owns that number of Common Units as appears opposite its name on Schedule II, which such schedule shall be updated from time to time by the Board of Managers to reflect any changes and adjustments to the number of Common Units or other Equity Interests issued to, and held by, the Members and each Member’s respective Common Percentage Interest or otherwise resulting from the admission or removal of any Member or any Transfer or issuance of Equity Interests made in accordance with this Agreement; provided, that a failure to reflect any such change, adjustment, or other action on Schedule II shall not prevent any such change, adjustment or other action from being effective.
(b) Each Member and the Company agrees and acknowledges that, the number of Common Units issued to MOI and SLH as of the Closing Date is subject to a post-Closing adjustment in accordance with the terms and conditions of Section 2.7 of the Contribution Agreement to reflect the actual value of the assets (net of liabilities) contributed to the Company by each of MOI and SLH as of the Closing (as defined in the Contribution Agreement). Each of the Members and the Company agrees that the Board of Managers is fully authorized to, and shall, adjust (i) Schedule I to reflect the actual (A) initial Capital Account balance and (B) initial Capital Contribution of each of MOI and SLH, and (ii) Schedule II to reflect the issuance or redemption of Common Units to, or from, each of MOI and SLH, as the case may be, in each case, as determined by and pursuant to the terms, conditions and procedures of Section 2.
Ownership and Issuance of Units. (i) Prior to the effectiveness of this Agreement, the Company granted to the THL Holding Companies certain Units in the Company subject to the terms and conditions set forth in the Amended and Restated Agreement (as amended) and, as of the effectiveness of this Agreement and the Merger, the Units held by the THL Holding Companies immediately prior to the effectiveness of this Agreement shall be held by Public Co, and the stockholders of the THL Holding Companies shall be issued the number of shares of Class A Common Stock as set forth on Schedule I hereto in exchange for such Units;
(ii) Prior to the effectiveness of this Agreement, the Company issued to each of Parent, Chicago Title Insurance Company, Fidelity National Title Insurance Company and THL certain Units in the Company subject to the terms and conditions set forth in the Amended and Restated Agreement (as amended) and, as of the effectiveness of this Agreement, such Units issued and outstanding immediately prior to the effectiveness of this Agreement shall be converted into the number of Class A Units as set forth on Schedule II, Part A hereto and shall continue to be held subject to the terms of this Agreement; and
(iii) Prior to the effectiveness of this Agreement, the Company issued 1,000,000 Units to THL III and, immediately prior to the effectiveness of this Agreement, pursuant to the Exchange Agreement, effected the THL III Transfer, and, effective as of the effectiveness of this Agreement, such Units shall be recapitalized and automatically converted into the number of Class A Units as set forth on Schedule II, Part B hereto, which shall continue to be held by Public Co pursuant to this Agreement.
(b) The number and ownership of issued and outstanding Class A Units shall initially be set forth on Schedule III hereto, which schedule shall be amended from time to time to reflect any changes to the ownership of issued and outstanding Class A Units.
(c) The Managing Member may cause the Company to issue an unlimited number of Class A Units and the Managing Member shall be authorized to cause the Company to issue additional Units with such rights, preferences, privileges and restrictions as the Managing Member shall designate from time to time (“Preferred Units”), including, if, as and when required by and in accordance with the terms of Article XII. All issuances of any Class A Units and Preferred Units after the date of this Agreement shall be made in accordance with the provisions of Articl...
Ownership and Issuance of Units. (a) The Company has issued Units to each Member in respect of the Interest of such Member. Each Member owns that number of Units as appears next to its name on the Company Register. As of the date hereof (and after giving effect to the transactions consummated under the Transaction Documents), Schedule I sets forth a list of all the Members and the number of Units owned by such Member.
(b) The Board of Managers may issue up to One Million Units in accordance with the terms of this Agreement.
