Common use of Units; Class and Series Clause in Contracts

Units; Class and Series. Membership Interests in the Company shall be represented by whole or fractional unit increments (each, a “Unit”). From time to time, the Company may, subject to the terms of this Agreement, issue such number of Units as the Managing Member reasonably determines to be in the best interests of the Company. Units may be issued from time to time in one or more classes or series, with such designations, preferences and rights as are set forth in Section 3.03 or otherwise as shall be fixed from time to time by the Managing Member by resolution thereof. All issuances of Units shall require the prior approval of the Managing Member. In so fixing the designations, rights and preferences of any class or series of Units, the Managing Member may designate such Units as “Preferred Units,” “Class A Units,” “Class B Units,” or any other designation and may specify the voting rights of such Units and such Units to be senior, junior, or pari passu with any Units then outstanding or to be issued thereafter. The Managing Member may increase the number of authorized Units in any then existing class or series. Upon due authorization of such issuances, the Managing Member is hereby authorized to take all actions that it deems reasonably necessary or appropriate in connection with the authorization (including the increase in number of authorized Units of any class or series), designation, creation and issuance of Units and the fixing of the designations, preferences and rights applicable thereto, and designations, preferences and rights of any new class or series of Units relative to the designations, preferences and rights governing any other series or classes of Units.

Units; Class and Series. Membership Interests in the Company shall be represented by whole or fractional unit increments (each, a “Unit”). From time to time, the Company may, subject to the terms of this Agreement, issue such number of Units as the Managing Member or the Board, as applicable, reasonably determines to be in the best interests of the Company. Units may be issued from time to time in one or more classes or series, with such designations, preferences and rights as are set forth in Section 3.03 or otherwise as shall be fixed from time to time by the Managing Member or the Board, as applicable, by resolution thereof. All issuances of Units shall require the prior approval of the Managing MemberMember or the Board, as applicable. In so fixing the designations, rights and preferences of any class or series of Units, the Managing Member or the Board, as applicable, may designate such Units as “Preferred Units,” “Class A Units,” “Class B Units,” or any other designation and may specify the voting rights of such Units and such Units to be senior, junior, or pari passu with any Units then outstanding or to be issued thereafter. The Managing Member or the Board, as applicable, may increase the number of authorized Units in any then existing class or series. Upon due authorization of such issuances, the Managing Member or the Board, as applicable, is hereby authorized to take all actions that it deems reasonably necessary or appropriate in connection with the authorization (including the increase in number of authorized Units of any class or series), designation, creation and issuance of Units and the fixing of the designations, preferences and rights applicable thereto, and designations, preferences and rights of any new class or series of Units relative to the designations, preferences and rights governing any other series or classes of Units.

Units; Class and Series. The Membership Interests in of the Company shall be represented by issued in whole or fractional unit increments (each, a “Unit”). From time to time, the Company may, subject to the terms preemptive rights provisions set forth in Section 4.3, obtaining xxx Special Consent and the limitations on the number of this Agreementauthorized Units of particular classes described in Section 4.3(d), issue such number of Units as the Managing Member Board reasonably determines to be in the best interests of the Company. Units may be issued from time to time in one or more classes or series, with such designations, preferences and rights as are set forth in Section 3.03 Sections 4.2(c) and (f) or otherwise as shall be fixed from time to time by the Managing Member Board by resolution thereof. All issuances of Units shall require the prior approval of the Managing MemberBoard approval. In so fixing the designations, rights and preferences of any class or series of Units, the Managing Member Board may designate such Units as “Preferred Units,” ”, “Class A Common Units,” ”, “Class B Incentive Units,” or any other designation and may specify the voting rights of such Units and such Units to be senior, junior, or pari passu with any Units then outstanding or to be issued thereafterthereafter and the voting rights of such Units. The Managing Member Subject to the approval of the Board, obtaining any Special Consent and the limitations on the number of authorized Units of particular classes described in Section 4.3(d), the Company may increase the number of authorized Units in any then existing class or series. Upon due authorization and approval of such issuances, the Managing Member Board is hereby authorized to take all actions that it deems reasonably necessary or appropriate in connection with the authorization (including the increase in number of authorized Units of any class or series), . designation, creation and issuance of Units and the fixing of the designations, preferences and rights applicable thereto, and designations, preferences and rights of any new class or series of Units relative to the designations, preferences and rights governing any other series or classes of UnitsUnits and that such action may include an amendment to this Agreement adopted solely by the Company (subject to Board approval) and not the approval of any Member. Notwithstanding anything to the contrary in this Section 4.2(a), the Company shall not take any action otherwise permitted under this Section 4.2(a) if and to the extent it involves a Special Consent Item unless a Special Consent is first obtained.

Units; Class and Series. The Membership Interests in of the Company shall may be represented by issued in whole or fractional unit increments (each, a “Unit”), but the Company may also issue Membership Interests that are not designated as Units. From time to time, subject to Sections 11.6(a), the Company may, subject to the terms of this Agreement, shall issue such number and class of Units or Membership Interests as the Managing Member reasonably determines approves from time to time; provided, the Company shall not issue any Class of Units (other than Series 1 Preferred Units), Membership Interests, or options or warrants to acquire them after the Effective Date to any Xxxxxx Related Party without the prior approval of Stratfor Holdings, which may be given or withheld in Stratfor Holdings’s sole discretion. For purposes of clarification, the best interests of Company shall not issue any Units or Membership Interests without the CompanyManaging Member’s approval. Subject to the foregoing, Units and other Membership Interests may be issued from time to time in one or more classes or series, with such designations, preferences and rights as are set forth in Section 3.03 or otherwise as shall be fixed from time to time by the Managing Member by resolution thereof. All issuances of Units shall require the prior approval of the Managing Member. In so fixing the designations, rights and preferences of any class or series of UnitsUnits or other Membership Interests, the Managing Member in its sole discretion may designate such Units or other Membership Interests as “Preferred Units,” Preferred”, “Class A Units,” Common”, “Class B Units,Incentive” or any other designation and designation, may specify the voting rights of such Units and such Units or other Membership Interests to be senior, junior, or pari passu with any Units or other Membership Interests then outstanding or to be issued thereafter. The and may ascribe such rights, designations and preferences as the Managing Member determines in its sole discretion. Subject to the approval of the Managing Member, the Company may increase the number of authorized Units in any then existing class or seriesseries other than the number of Class A Units, Series 1 Incentive Units and Series 2 Incentive Units which shall be fixed at 900,000, 20,000 and 20,000, respectively. Upon the due authorization of such issuancesthe creation and/or issuance of any Units or Membership Interests in accordance with the above provisions of this Section 4.2(a), the Managing Member is hereby authorized may amend this Agreement, subject to take the provisions of Section 11.6, to the extent necessary to reflect the rights, designations and preferences of such newly created or newly issued Units or Membership Interests and to reflect the impact that such newly created or issued Units or Membership Interests have on the other Units and Membership Interests. Notwithstanding anything to the contrary, the Company shall only create and issue new Units, Membership Interests and options and warrants to acquire them in a manner that has a similar impact (whether such impact relates to dilution, being made junior to new Units or Membership Interests, voting power or otherwise) on all actions of the 900,000 Class A Units so that it deems reasonably necessary or appropriate in connection with the authorization relative rights among such 900,000 Class A Units (including the increase right to receive distributions and rights relating to the allocation of Net Profits and Net Losses) remain the same as they are on the date hereof. It is the desire of the Managing Member to raise additional equity capital, if any, in number a manner that provides a market return for such capital without diluting the distributions rights of authorized the Members under Section 6.1(b) or Class A Units’ voting rights as they exist on the date hereof. However, the Members acknowledge and agree that the market and negotiations with investors will ultimately dictate the terms applicable to any additional equity capital and that the Company shall be free (subject to Section 4.3 and the consent needed from Stratfor Holdings to issue additional Units of any class or series(other than Series 1 Preferred Units), designationMembership Interests, creation or options or warrants to acquire them to Xxxxxx Related Parties) to issue additional Units or Membership Interests to investors on market terms and issuance as a result of negotiations with such investors even if such terms have a dilutive or other impact on the Class A Units, provided the dilutive or other impact on the Class A Units is borne equally by all Class A Units. Notwithstanding the above provisions of this Section 4.2(a) that require the consent of Stratfor Holdings to certain issuances to the Xxxxxx Related Parties, such consent shall not be required in the following two situations: (A) the Company may issue preferred Units to any Xxxxxx Related Party (that may be senior, pari pass or junior to other capital outstanding at time) so long as (1) the distribution rights are limited to a dollar for dollar return of capital and a 10% coupon or dividend on such contributed capital preferred liquidation (but no other equity participation right and (2) the terms of Section 4.3 are complied with and (B) the Company may issue Units for capital raising purposes that have any rights, designations and preferences to any Xxxxxx Related Party so long as (1) such rights, designations and preferences are the result of arms-length negotiations between the Company and a third-party capital provider, (2) the Xxxxxx Related Parties’ collective subscription amount is less than 50% of the entire issue amount of such Units and (3) the fixing terms of the designations, preferences and rights applicable thereto, and designations, preferences and rights of any new class or series of Units relative to the designations, preferences and rights governing any other series or classes of UnitsSection 4.3 are complied with.