Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one class of Common Units. (b) Subject to Section 3.04(a), the Board of Managers may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided that, as long as there are any Members (other than the Corporation and its Subsidiaries), (A) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (B) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan. (c) Subject to Sections 15.03(b) and 15.03(c), the Board of Managers may amend this Agreement in connection with the creation and issuance of such classes or series of Units, pursuant to Section 3.02(b), 3.04(a) or 3.10.
Appears in 6 contracts
Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one a single class of Common Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units. When any such other Units or other Equity Securities are authorized and issued, in the case Schedule of each Members and this Agreement shall be amended by the Manager without the consent of clauses (A) and (B), any Member or any other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity PlanPerson to reflect such additional issuances.
(c) Subject to Sections 15.03(b) and Section 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a3.04(b) or 3.10.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Smith Douglas Homes Corp.), Limited Liability Company Agreement (Smith Douglas Homes Corp.), Limited Liability Company Agreement (Smith Douglas Homes Corp.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion (subject to any limitations prescribed by the Stockholders Agreement) in accordance with the terms and subject to the restrictions hereof. At the Effective DateTime, the Units will be comprised of one a single class of Common Units.
(b) Subject to Section 3.04(a)) and any limitations prescribed in the Stockholders Agreement, the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation; provided, respectively; provided that, that as long as there are any Members (other than the Corporation and its Subsidiaries), the Blockers) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units Company Interest if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject To the extent required pursuant to Sections 15.03(bSection 3.04(a) and 15.03(c)or Section 3.10, as applicable, the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant subject to Sections 16.03(b) and Section 3.02(b), 3.04(a16.03(d) or 3.10hereof and any limitations prescribed by the Stockholders Agreement.
Appears in 4 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement (Funko, Inc.), Limited Liability Company Agreement (Funko, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one class of Common Units and Class C Common Incentive Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units and/or Class C Common Incentive Units at any time in its sole discretion and (ii) create one or more additional new classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b) and 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
(d) Common Units and Class C Common Incentive Units may be subject to vesting and other terms and conditions as set forth in an Award Agreement (or Award Agreements). Each Class C Common Incentive Unit shall be subject to a return threshold (the “Class C Common Incentive Unit Return Threshold”), which shall be, for each Class C Common Incentive Unit that is intended to constitute a Profits Interest for U.S. federal income tax purposes, an amount not less than the amount determined by the Manager to be necessary to cause such Management Incentive Unit to constitute a Profits Interest, as set forth on the Schedule of Members. Each Class C Common Incentive Unit that is intended to constitute a Profits Interest shall have an initial Capital Account at the time of its issuance equal to zero dollars ($0.00).
(e) Unvested Common Units and Unvested Class C Common Incentive Units shall be subject to the terms of this Agreement and any applicable Award Agreement(s). Unvested Common Units and Unvested Class C Common Incentive Units that fail to vest and are forfeited by the applicable Member shall be cancelled by the Company (and shares of Class B Common Stock held by the applicable Member shall be cancelled, in each case for no consideration) and shall not be entitled to any distributions under this Agreement.
Appears in 4 contracts
Samples: Limited Liability Company Agreement (Ryan Specialty Group Holdings, Inc.), Limited Liability Company Agreement (Ryan Specialty Group Holdings, Inc.), Limited Liability Company Agreement
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one a single class of Common Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the each case of each of clauses (Ai) and (B), ii) other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan or Stock Option Plan.
(c) Subject to Sections 15.03(b) and 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Shoals Technologies Group, Inc.), Limited Liability Company Agreement (Shoals Technologies Group, Inc.), Limited Liability Company Agreement (Shoals Technologies Group, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one a single class of Common Units.
(b) Subject to Section 3.04(a3.4(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation PubCo or class or series of preferred stock of the CorporationPubCo, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation PubCo and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b14.3(b) and 15.03(cSection 14.3(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section 3.02(bSections 3.2(b), 3.04(a3.4(a) or 3.10.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Global Gas Corp), Unit Purchase Agreement (Dune Acquisition Corp), Limited Liability Company Agreement (AmeriHome, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one class of Common Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided that, as long as there are any Members (other than the Corporation and its Subsidiaries), (A) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (B) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b) and 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section 3.02(b), 3.04(a) or 3.10.
Appears in 3 contracts
Samples: Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.), Business Combination Agreement (Digital Transformation Opportunities Corp.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one a single class of Common Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b) and Section 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (GoHealth, Inc.), Limited Liability Company Agreement (GoHealth, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one class of Common Units and Class C Common Incentive Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units and/or Class C Common Incentive Units at any time in its sole discretion and (ii) create one or more additional new classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections Section 15.03(b) and 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section 3.02(b), 3.04(a) or 3.10.
(d) Common Units and Class C Common Incentive Units may be subject to vesting and other terms and conditions as set forth in an Award Agreement (or Award Agreements). Each Class C Common Incentive Unit shall be subject to a return threshold (the “Class C Common Incentive Unit Return Threshold”), which shall be, for each Class C Common Incentive Unit that is intended to constitute a Profits Interest for U.S. federal income tax purposes, an amount not less than the amount determined by the Manager to be necessary to cause such Management Incentive Unit to constitute a Profits Interest, as set forth on the Schedule of Members. Each Class C Common Incentive Unit that is intended to constitute a Profits Interest shall have an initial Capital Account at the time of its issuance equal to zero dollars ($0.00).
(e) Unvested Common Units and Unvested Class C Common Incentive Units shall be subject to the terms of this Agreement and any applicable Award Agreement(s). Unvested Common Units and Unvested Class C Common Incentive Units that fail to vest and are forfeited by the applicable Member shall be cancelled by the Company (and shares of Class B Common Stock held by the applicable Member shall be cancelled, in each case for no consideration) and shall not be entitled to any distributions under this Agreement.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Ryan Specialty Holdings, Inc.), Limited Liability Company Agreement (Ryan Specialty Holdings, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one (i) a class of Common Units and (ii) a class of Series A Preferred Units.
(b) Each Common Unit shall be identical to all other Common Units in all respects and shall entitle the holder thereof to the rights, interests, preferences and privileges of a holder of a Common Unit as set forth in this Agreement.
(c) Each Series A Preferred Unit shall be identical to all other Series A Preferred Units in all respects and shall entitle the holder thereof to the rights, interests, preferences and privileges of a holder of a Series A Preferred Unit as set forth in this Agreement.
(d) Subject to Section 3.04(a), the Board of Managers may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided that, as long as there are any Members (other than the Corporation and its Subsidiaries), (A) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (B) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(ce) Subject to Sections 15.03(bSection 15.03(b)(ii) and 15.03(c15.03(b)(iii), the Board of Managers may amend this Agreement in connection with the creation and issuance of such classes or series of Units, pursuant to Section 3.02(b3.02(d), Section 3.04(a) or Section 3.10.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (American Oncology Network, Inc.), Business Combination Agreement (Digital Transformation Opportunities Corp.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At Immediately after the Effective DateTime, the Units will be comprised of one a single class of Common Units.
Units (bwith an aggregate of One Hundred Ten million (110,000,000) Subject Common Units being initially authorized for issuance by the Company, subject to such modifications as may be required pursuant to Section 3.04). To the extent required pursuant to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Common Units or preferred Units solely to the extent such new class or series of Units or preferred Units they are in the aggregate substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided that, that as long as there are any Members of the Company (other than the Corporation and its Subsidiaries)Corporation) or any LLC Optionees with respect to outstanding LLC Options, (A) then no such new class or series of Units may deprive such Members or LLC Optionees of, or dilute or reduce, the allocations and distributions pro rata share of all Company Interests they would have received, and the other rights and benefits received or to which they would have been entitled, in respect entitled (including on a pro forma basis for the exercise of their Units LLC Options) if such new class or series of Units had not been created and (B) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of pro rata share allocated to such new class or series of Units if and the Company were liquidated immediately after number thereof issued by the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity PlanCompany.
(c) Subject to Sections 15.03(b) and 15.03(c), the Board of Managers may amend this Agreement in connection with the creation and issuance of such classes or series of Units, pursuant to Section 3.02(b), 3.04(a) or 3.10.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Neff Corp), Limited Liability Company Agreement (Neff Corp)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one a single class of Common Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units. When any such other Units or other Equity Securities are authorized and issued, in the case Schedule of each of clauses (A) Members and (B), other than in connection with this Agreement shall be amended by the creation and issuance of one or more classes or series of Units issued in accordance with the Equity PlanManager to reflect such additional issuances.
(c) Subject to Sections 15.03(b) and Section 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Brilliant Earth Group, Inc.), Limited Liability Company Agreement (Brilliant Earth Group, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective DateTime, the Units will be comprised of one (i) a single class of Common Units and (ii) a single class of Sponsor Earnout Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units (but not additional Sponsor Earnout Units) at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units. The Company may reissue any Common Units that have been repurchased or acquired by the Company; provided, in that any such issuance, and the case admission of each of clauses (A) and (B), other than any Person as a Member in connection with the creation and issuance of one or more classes or series of Units issued therewith, is otherwise made in accordance with the Equity Planprovisions of this Agreement.
(c) Each Sponsor Earnout Unit will be held in accordance with this Agreement unless and until an applicable Vesting Event occurs with respect to such Sponsor Earnout Unit. Upon the occurrence of a Vesting Event, on the applicable Conversion Date, those Sponsor Earnout Units to which such Vesting Event relates will be immediately converted into an equal number of Common Units, with all rights and privileges of a Common Unit under this Agreement from and after the applicable Conversion Date. Notwithstanding anything to the contrary contained in this Agreement, if, upon the occurrence of a Vesting Event, a filing is required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (“HSR Act”) for the immediate conversion of any Sponsor Earnout Unit into an equal number of Common Units, then the Conversion Date with respect to each such Sponsor Earnout Unit shall be delayed until the earlier of (i) such time as the required filing under the HSR Act has been made and the waiting period applicable to such conversion under the HSR Act shall have expired or been terminated or (ii) such filing is no longer required, at which time such conversion shall automatically occur without any further action by the holders of any such Sponsor Earnout Unit. Each of the Members agree to promptly take all actions required to make such filing under the HSR Act and the filing fee for such filing shall be paid by the Company. Upon the occurrence of (i) a First Tier Vesting Event, if ever, the Sponsor Earnout Units which are issued and outstanding as of the date of such occurrence and (subject to Section 3.04(a)) are set forth on Schedule 2 under the column labeled “First Tier Sponsor Earnout Units” will automatically vest on the applicable Conversion Date and (subject to the second sentence of this Section 3.02(c)) will convert immediately into an equal number of Common Units and (ii) a Second Tier Vesting Event, if ever, the Sponsor Earnout Units which are issued and outstanding as of the date of such occurrence and (subject to Section 3.04(a)) are set forth on Schedule 2 under the column labeled “Second Tier Sponsor Earnout Units” will automatically vest on the applicable Conversion Date and (subject to the second sentence of this Section 3.02(c)) will convert immediately into an equal number of Common Units (such that following the occurring of a Second Tier Vesting Event, no Sponsor Earnout Units shall remain outstanding). For the avoidance of doubt, if a First Tier Vesting Event has not occurred prior to the occurrence of a Second Tier Vesting Event, then upon the occurrence of a Second Tier Vesting Event, a First Tier Vesting Event shall be deemed to have also occurred, and all Sponsor Earnout Units will automatically vest on the applicable Conversion Date and (subject to the second sentence of this Section 3.02(c)) will convert immediately into an equal number of Common Units. For the avoidance of doubt, (A) if a First Tier Vesting Event or a Second Tier Vesting Event has not occurred prior to the fourth (4th) anniversary of the date hereof, all Sponsor Earnout Units which are issued and outstanding as of such date and are set forth on Schedule 2 under the column labeled “First Tier Sponsor Earnout Units” shall not vest or convert into a Common Unit under this Agreement, and instead shall immediately and automatically be canceled and extinguished for no consideration without any further action required by any Person and (B) if a Second Tier Vesting Event has not occurred prior to the fourth (4th) anniversary of the date hereof, all Sponsor Earnout Units which are issued and outstanding as of such date and are set forth on Schedule 2 under the column labeled “Second Tier Sponsor Earnout Units” shall not vest or convert into a Common Unit under this Agreement, and instead shall immediately and automatically be canceled and extinguished for no consideration without any further action required by any Person.
(d) Subject to Sections 15.03(b) and Section 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Marketwise, Inc.), Business Combination Agreement (Ascendant Digital Acquisition Corp.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective DateTime, the Units will be comprised of one a single class of Common Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation; provided, respectively; provided that, that as long as there are any Members (other than the Corporation and its Subsidiaries), Corporation) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units Company Interest if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject To the extent permitted pursuant to Sections 15.03(bSection 3.04(a) and 15.03(c)or Section 3.10, as applicable, the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant subject to Sections 16.03(b) and Section 3.02(b), 3.04(a16.03(d) or 3.10hereof.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (I3 Verticals, Inc.), Limited Liability Company Agreement (I3 Verticals, Inc.)
Units. (a) Interests Limited liability company interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective DateTime, the Units will be comprised of one a single class of Common Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ax) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (By) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units. The Company may reissue any Common Units that have been repurchased or acquired by the Company; provided, in that any such issuance, and the case admission of each of clauses (A) and (B), other than any Person as a Member in connection with the creation and issuance of one or more classes or series of Units issued therewith, is otherwise made in accordance with the Equity Planprovisions of this Agreement.
(c) Subject to Sections 15.03(b) and Section 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (P3 Health Partners Inc.), Merger Agreement (Foresight Acquisition Corp.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective DateTime, the Units will be comprised of one a single class of Common Units.
(b) Subject . To the extent required pursuant to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Common Units or preferred Units solely to the extent such new class or series of Common Units or preferred Units are in the aggregate substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided that, that as long as there are any Members (other than the Corporation and its Subsidiaries), Corporation) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units Company Interest if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units. To the extent required pursuant to Section 3.04(a) or Section 3.10, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b) and 15.03(c)as applicable, the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant subject to Sections 16.03(b) and 16.03(d) hereof and Section 3.02(b4 of that certain voting agreement, dated as of [·], 2016, by and among the Corporation and the other Persons party thereto (the “Voting Agreement”), 3.04(a) or 3.10.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Camping World Holdings, Inc.), Limited Liability Company Agreement (Camping World Holdings, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one a single class of Common Units.
(b) Subject to Section 3.04(a), the Board Manager, without the vote or consent of Managers any Member or any other Person, may (i) issue additional Common Units at any time in its sole discretion and (ii) create and issue one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class or series of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), unless approved by the prior written consent of the holders of a majority of the Units then outstanding (excluding all Units held directly or indirectly by the Corporation), (A) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (B) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units. When any such other Units or other Equity Securities are issued, in the case Schedule of each Members and this Agreement shall be amended by the Manager without the consent of clauses any other Person to reflect such additional issuances. Notwithstanding the foregoing, to the extent the Company has one hundred (A100) and (Bor fewer “partners” within the meaning of Treasury Regulations Section 1.7704-1(h)(1), other than in connection with the creation and issuance of one or more classes or series Company shall use commercially reasonable efforts to restrict issuances of Units issued in accordance with an amount sufficient for the Equity PlanCompany to be eligible for the Private Placement Safe Harbor.
(c) Subject to Sections 15.03(b) and Section 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
Appears in 2 contracts
Samples: Operating Agreement (OneStream, Inc.), Operating Agreement (OneStream, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one class of Common Units and Class C Common Incentive Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units and/or Class C Common Incentive Units at any time in its sole discretion and (ii) create one or more additional new classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b) and 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
(d) Common Units and Class C Common Incentive Units may be subject to vesting and other terms and conditions as set forth in an Award Agreement (or Award Agreements). Each Class C Common Incentive Unit shall be subject to a return threshold (the “Class C Common Incentive Unit Return Threshold”), which shall be, for each Class C Common Incentive Unit that is intended to constitute a Profits Interest for U.S. federal income tax purposes, an amount not less than the amount determined by the Manager to be necessary to cause such Management Incentive Unit to constitute a Profits Interest, as set forth on the Schedule of Members. Each Class C Common Incentive Unit that is intended to constitute a Profits Interest shall have an initial Capital Account at the time of its issuance equal to zero dollars ($0.00).
(e) RESERVED Section 3.03
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective DateTime, the Units will be comprised of one a single class of Common Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation; provided, respectively; provided that, that as long as there are any Members (other than the Corporation and its Subsidiaries), Corporation) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units Company Interest if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units. Notwithstanding the foregoing, in to the case extent the Company has one hundred (100) or fewer “partners” within the meaning of each of clauses (A) and (BTreasury Regulations Section 1.7704-1(h)(1), other than in connection with the creation and issuance of one or more classes or series Company shall use commercially reasonable efforts to restrict issuances of Units issued in accordance with an amount sufficient for the Equity PlanCompany to be eligible for the Private Placement Safe Harbor (within the meaning of Treasury Regulations Section 1.7704-1(h).
(c) Subject To the extent required pursuant to Sections 15.03(bSection 3.04(a) and 15.03(c)or Section 3.10, as applicable, the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant subject to Section 3.02(b), 3.04(a16.03(b) or 3.10and Section 16.03(d) hereof.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Pluralsight, Inc.), Limited Liability Company Agreement (Pluralsight, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one class of Common Units [and Series A Preferred Units].
(b) Subject to Section 3.04(a3.4(a), the Board of Managers Manager may (i) issue additional Common Units [or Series A Preferred Units] at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation PubCo or class or series of preferred stock of the CorporationPubCo, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation PubCo and its Subsidiaries), ) (A) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (B) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b14.3(b) and 15.03(cSection 14.3(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section 3.02(bSections 3.2(b), 3.04(a3.4(a) or 3.10.
Appears in 1 contract
Samples: Limited Liability Company Agreement (AmeriHome, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one class solely of Common Units.
(b) Subject to Section 3.04(a3.03(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation Pubco or class or series of preferred stock of the CorporationPubco, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its SubsidiariesPubco), (A) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (B) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives (or is deemed to receive pursuant to Section 3.09) cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections Section 15.03(b) and Section 15.03(c), the Board of Managers Manager may amend or otherwise modify this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a3.03(a) or 3.103.09.
(d) Certain Common Units may be subject to vesting and other terms and conditions as set forth in the applicable Award Agreements. Unvested Units shall be subject to the terms of this Agreement and the applicable Award Agreements, and the Manager shall have sole discretion to interpret and administer the Award Agreements and adopt such amendments or other modifications thereto or otherwise determine the terms and conditions of such Unvested Units in accordance with this Agreement and the applicable Award Agreements. Unvested Units that fail to vest and are forfeited by the applicable Member shall be cancelled by the Company and shall not be entitled to any distributions pursuant to Section 5.03.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Symbotic Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective DateTime, the Units will be comprised of one a single class of Common Units.
(b) Subject . To the extent required pursuant to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Common Units or preferred Units solely to the extent such new class or series of Common Units or preferred Units are in the aggregate substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided that, that as long as there are any Members (other than the Corporation and its Subsidiaries), Corporation) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units Company Interest if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units. To the extent required pursuant to Section 3.04(a) or Section 3.10, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b) and 15.03(c)as applicable, the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant subject to Sections 16.03(b) and 16.03(d) hereof and Section 3.02(b4 of that certain voting agreement, dated as of October 6, 2016, by and among the Corporation and the other Persons party thereto (the “Voting Agreement”), 3.04(a) or 3.10.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Camping World Holdings, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one class of Common Units and Class C Common Incentive Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units and/or Class C Common Incentive Units at any time in its sole discretion and (ii) create one or more additional new classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections Section 15.03(b) and Section 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section 3.02(b), Section 3.04(a) or Section 3.10.
(d) Common Units and Class C Common Incentive Units may be subject to vesting and other terms and conditions as set forth in an Award Agreement (or Award Agreements). Each Class C Common Incentive Unit shall be subject to a return threshold (the “Class C Common Incentive Unit Return Threshold”), which shall be, for each Class C Common Incentive Unit that is intended to constitute a Profits Interest for U.S. federal income tax purposes, an amount not less than the amount determined by the Manager to be necessary to cause such Management Incentive Unit to constitute a Profits Interest, as set forth on the Schedule of Members. Each Class C Common Incentive Unit that is intended to constitute a Profits Interest shall have an initial Capital Account at the time of its issuance equal to zero dollars ($0.00).
(e) RESERVED
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ryan Specialty Holdings, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one class of Class A Common Units and Class B Common Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Class A Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b) and Section 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bridge Investment Group Holdings Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one class of Common Units, one class of Incentive Units, one class of Restricted Units and, solely for purposes of effecting the Preferred Redemption, one series of Preferred Units (which shall be denoted as “Series A Preferred Units”).
(b) Subject to Section 3.04(a3.06(a), the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided that, as long as there are any Members (other than the Corporation and its Subsidiaries), (A) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (B) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b) and 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
Appears in 1 contract
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one class of Common Units and Class C Common Incentive Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units and/or Class C Common Incentive Units at any time in its sole discretion and (ii) create one or more additional new classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b) and 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
(d) Common Units and Class C Common Incentive Units may be subject to vesting and other terms and conditions as set forth in an Award Agreement (or Award Agreements). Each Class C Common Incentive Unit shall be subject to a return threshold (the “Class C Common Incentive Unit Return Threshold”), which shall be, for each Class C Common Incentive Unit that is intended to constitute a Profits Interest for U.S. federal income tax purposes, an amount not less than the amount determined by the Manager to be necessary to cause such Management Incentive Unit to constitute a Profits Interest, as set forth on the Schedule of Members. Each Class C Common Incentive Unit that is intended to constitute a Profits Interest shall have an initial Capital Account at the time of its issuance equal to zero dollars ($0.00).
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ryan Specialty Group Holdings, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one class of Common Units and Class C Common Incentive Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Common Units and/or Class C Common Incentive Units at any time in its sole discretion and (ii) create one or more additional new classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b) and 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
(d) Common Units and Class C Common Incentive Units may be subject to vesting and other terms and conditions as set forth in an Award Agreement (or Award Agreements). Each Class C Common Incentive Unit shall be subject to a return threshold (the “Class C Common Incentive Unit Return Threshold”), which shall be, for each Class C Common Incentive Unit that is intended to constitute a Profits Interest for U.S. federal income tax purposes, an amount not less than the amount determined by the Manager to be necessary to cause such Management Incentive Unit to constitute a Profits Interest, as set forth on the Member Schedule. Each Class C Common Incentive Unit that is intended to constitute a Profits Interest shall have an initial Capital Account at the time of its issuance equal to zero dollars ($0.00).
(e) Unvested Common Units and Unvested Class C Common Incentive Units shall be subject to the terms of this Agreement and any applicable Award Agreement(s). Unvested Common Units and Unvested Class C Common Incentive Units that fail to vest and are forfeited by the applicable Member shall be cancelled by the Company (and shares of Class B Common Stock held by the applicable Member shall be cancelled, in each case for no consideration) and shall not be entitled to any distributions under this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ryan Specialty Group Holdings, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish (subject to any limitations prescribed by the Stockholders Agreement) in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one a single class of Common Units.
(b) Subject to Section 3.04(a)) and any limitations prescribed in the Stockholders Agreement, the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject To the extent required pursuant to Sections 15.03(bSection 3.04(a) and 15.03(c)or Section 3.10, as applicable, the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant subject to Sections 15.03(b) and Section 3.02(b), 3.04(a15.03(c) or 3.10hereof and any limitations prescribed in the Stockholders Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Shift4 Payments, Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one a single class of Common Units.
(b) Subject to Section 3.04(a), ) the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b) and Section 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Flowco Holdings Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one class of Class A Common Units and Class B Common Units.
(b) Subject to Section 3.04(a), the Board of Managers Manager may (i) issue additional Class A Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members there
(other than the Corporation and its Subsidiaries), (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject to Sections 15.03(b) and Section 15.03(c), the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant to Section Sections 3.02(b), 3.04(a) or 3.10.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Bridge Investment Group Holdings Inc.)
Units. (a) Interests in the Company shall be represented by Units, or such other securities of the Company, in each case as the Board of Managers Manager may establish (subject to any limitations prescribed by the Stockholders Agreement) in its discretion in accordance with the terms and subject to the restrictions hereof. At the Effective Date, the Units will be comprised of one a single class of Common Units.
(b) Subject to Section 3.04(a)) and any limitations prescribed in the Stockholders Agreement, the Board of Managers Manager may (i) issue additional Common Units at any time in its sole discretion and (ii) create one or more additional classes or series of Units or preferred Units solely to the extent such new class or series of Units or preferred Units are substantially economically equivalent to a class of common or other stock of the Corporation or class or series of preferred stock of the Corporation, respectively; provided thatprovided, that as long as there are any Members (other than the US-DOCS\114008886.14 Corporation and its Subsidiaries), ) (Ai) no such new class or series of Units may deprive such Members of, or dilute or reduce, the allocations and distributions they would have received, and the other rights and benefits to which they would have been entitled, in respect of their Units if such new class or series of Units had not been created and (Bii) no such new class or series of Units may be issued, in each case, except to the extent (and solely to the extent) the Company actually receives cash in an aggregate amount, or other property with a Fair Market Value in an aggregate amount, equal to the aggregate distributions that would be made in respect of such new class or series of Units if the Company were liquidated immediately after the issuance of such new class or series of Units, in the case of each of clauses (A) and (B), other than in connection with the creation and issuance of one or more classes or series of Units issued in accordance with the Equity Plan.
(c) Subject To the extent required pursuant to Sections 15.03(bSection 3.04(a) and 15.03(c)or Section 3.10, as applicable, the Board of Managers Manager may amend this Agreement Agreement, without the consent of any Member or any other Person, in connection with the creation and issuance of such classes or series of Units, pursuant subject to Sections 15.03(b) and Section 3.02(b), 3.04(a15.03(c) or 3.10hereof and any limitations prescribed in the Stockholders Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Shift4 Payments, Inc.)