Specified Member Matters Clause Samples

Specified Member Matters. Notwithstanding anything to the contrary in this Agreement, but subject to Section 11.04(f), for so long as the ▇▇▇▇▇▇▇▇ Member and the January Capital Member hold Units equal to at least the Ownership Minimum, any of the following actions, whether undertaken by the Company or any of its Subsidiaries, in any single transaction or series of related transactions (collectively, the “Specified Member Matters”), in each case following the Restatement Date, shall require prior written consent (and the Company and its Subsidiaries shall not take any such action without having obtained such prior written consent) of the ▇▇▇▇▇▇▇▇ Member and the January Capital Member and, solely if applicable, any Transferee who is the recipient of applicable transferred consent rights pursuant to Section 11.04(f) (in writing): (i) the creation, sale or issuance of any Equity Securities for consideration less than Fair Market Value, other than (A) the issuance of Earn-Out Funding Units, (B) issuances of Profits Interests from the Initial Profits Units Pool, (C) in connection with an exchange, in each case, on arm’s length or superior terms from the perspective of the Company (including, for clarity, a one-for-one exchange of corresponding equity securities), of membership interests of (x) the UFC Co-Invest Member, or (y) UFC Management Holdco, held by the respective members thereof, for Membership Interests or Equity Securities of the Company in accordance with the express terms hereof, (D) in connection with an exchange of Warrants held by a Member for Class A Common Units of the Company in accordance with the terms of the Warrants and this Agreement, (E) the payment in kind of any amounts in respect of the Class P Units as contemplated on Annex A and (F) issuances pursuant to the Future Incentive Award Agreement. (ii) making any distribution in respect of Common Units other than distributions (A) on a pro rata basis in accordance with the Common Member’s relative Percentage Interests and (B) pursuant to and in accordance with the terms of Section 7.03(d) and Section 4.03(g)(ii); (iii) any redemptions, repurchases or other acquisitions by the Company or any of its Subsidiaries of any Common Units (other than redemptions, repurchases or other acquisitions that (x) are pursuant to Section 7.06 or Section 7.07, (y) are (A) an exchange of membership interests of the UFC Co-Invest Member or UFC Management Holdco, held by the respective members thereof, for Equity Securities of the Comp...