Common use of Ownership and Issuance of Units Clause in Contracts

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) The ownership of outstanding Units of the Members shall be listed on Schedule A to this Agreement, as from time to time 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 shall be amended to reflect such changes. The ownership of all Units issued and outstanding and reserved for issuance is as set forth on Schedule F. (b) Subject to Article XI, 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 this Agreement a same or different class 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 6.4. In connection therewith, the Board shall have sole and complete discretion to increase the authorized number of Units of any existing Class of Units and to create new classes, subclasses or series of Units (including in addition to the existing classes and subclasses of Units), with such relative rights, preferences, privileges and limitations as shall be fixed by the Board, and to make such revisions to the relative rights, preferences, privileges and limitations of Units which are outstanding prior to such issuance subject only to the express restrictions set forth in Section 5.7)15.3. Upon the issuance of any additional Units pursuant to this Section 2.9, the Company Board 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 amend Schedule A heretohereto to reflect such issuance and, as if necessary, and subject to Section 15.3, the same may be amended other terms and provisions of this Agreement to reflect the creation, designation, preferences and relative, participating, optional or restated from time to timeother special rights, powers and duties of any such new class, subclass or series of Units. (c) Without limiting the generality of paragraph (b) The above, the Board of Managers, subject to the terms may establish and conditions of this Agreement (including as set forth in Section 5.7), shall have the authority to authorize, create and issue additional implement one or more Company Plans under which Units or other equity securities of the Company, including any security or instrument convertible into equity securities options to acquire Units of the Company (“Equity Securities”)may be issued or granted to employees of the Company or its Subsidiaries. Notwithstanding anything to the contrary contained herein, in addition to any conditions or restrictions on any class of Units contained in this Agreement, any such amounts Units or options to acquire Units may also be subject to such other conditions and at such purchase price restrictions (including vesting) 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 set forth 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 an award agreement (including any Capital Contribution resulting from the conversion of any Company Loan, whether a Common Unit Certificate) executed and delivered 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) connection 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 Unitsor grant.