Common use of Additional Issuance Notices Clause in Contracts

Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 9.01(a) to the Pre-emptive Members within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of the New Securities proposed to be issued and the percentage of the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Unit of the New Securities; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Board’s good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of the Members Schedule indicating the Pre-emptive Members’ holdings of Preferred Units and Common Units in a manner that enables each Pre-emptive Member to calculate its Preferred Pro Rata Portion of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. The If the Company desires to issue Additional Company Shares, the Company shall give written notice (an “Issuance Notice”) of any the proposed issuance or sale described in Section 9.01(a) to the each Pre-emptive Members Stockholder within five seven (57) Business Days days following any meeting of the Board Directors at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, shall be accompanied by a written offer to purchase such Additional Company Shares from any each prospective purchaser seeking to purchase New Securities of such Additional Company Shares (each, a “Prospective Pre-emptive Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) The identity of each Pre-emptive Purchaser, if known, and the number aggregate amount and a description of the New Securities Additional Company Shares proposed to be issued and the percentage of the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) Company Shares that such issuance would represent; (ii) the proposed issuance date, which subject to Section 4.03(g), shall be at least twenty thirty (2030) Business Days days from the date of the Issuance Notice; (iii) the proposed purchase price per Unit Company Share of the New SecuritiesAdditional Company Shares and the form of such purchase price if other than cash; and (iv) if the consideration to be paid by the Prospective any Pre-emptive Purchaser includes non-cash consideration, the Board’s good-Directors’ good faith determination of the Fair Market Value fair market value thereof. The Issuance Notice shall also be accompanied by a current copy statement of the Members Schedule indicating Company Shares ownership of each stockholder of the Pre-emptive Members’ holdings of Preferred Units Company and Common Units a calculation in a manner that enables reasonable detail as to each Pre-emptive Member to calculate its Preferred Pro Rata Portion Stockholder’s pro rata share of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securitiesthe Additional Company Shares.

Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 9.01(a) to the Pre-emptive Emptive Members within five (5) 15 Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of the New Securities proposed to be issued and the percentage of the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) 30 Business Days from after the date of the Issuance Notice; (iii) the proposed purchase price per Unit unit of the New Securities; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Board’s good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of the Members Schedule indicating the Pre-emptive Emptive Members’ holdings of Preferred Units and Common Units in a manner that enables each Pre-emptive Emptive Member to calculate its Preferred Pro Rata Portion of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale of New Securities described in Section 9.01(a3.01(a) to the Pre-emptive Members Stockholders within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase the applicable New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of the New Securities proposed to be issued and the percentage of the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Unit share of New Securities and all other material terms of the New Securitiesoffer or sale; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Board’s good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of a capitalization table or other stockholders ledger of the Members Schedule Company indicating the Pre-emptive Members’ Stockholder’s holdings of Preferred Units and Common Units Capital Stock in a manner that enables each Pre-emptive Member Stockholder to calculate its Preferred Pre-emptive Pro Rata Portion of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale of New Securities described in this Section 9.01(a) 4.17 to the Pre-emptive Members Holders within five (5) Business Days following any meeting of the Board of Directors at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase the applicable New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: : (i1) the number and description of the New Securities proposed to be issued and the percentage of the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) ; the proposed issuance date, which shall be at least twenty (20) Business Days from the date of the Issuance Notice; ; (iii3) the proposed purchase price per Unit share of the New SecuritiesSecurities and all other material terms of the offer or sale; and and (iv4) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Board’s good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of a capitalization table or other securityholders’ ledger of the Members Schedule Company indicating the Pre-emptive MembersHolders’ holdings of Preferred Units and Common Units capital stock of the Company in a manner that enables each Pre-emptive Member Holder to calculate its Preferred Pre-emptive Pro Rata Portion of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 9.01(aIX.1(a) to the Pre-emptive Members within five (5) Business Days following any meeting the Managers’ approval of the Board at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of the New Securities proposed to be issued and the percentage of the Company’s 's Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Unit unit of the New Securities; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Board’s Manager's good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of the Members Schedule indicating the Pre-emptive Members’ ' holdings of Preferred Units and Common Units in a manner that enables each Pre-emptive Member to calculate its Preferred Pro Rata Portion of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. The Company General Partner shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 9.01(a9.1(a) to the Pre-emptive Members Preemptive Partners within five (5) Business Days following any meeting of the GP Board at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of the New Securities proposed to be issued and the percentage of the CompanyPartnership’s Units then outstanding on a Fully Diluted Basis fully diluted basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Unit unit of the New Securities; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the GP Board’s good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of the Members Partners Schedule indicating the Pre-emptive MembersPreemptive Partners’ holdings of Preferred Units and Common Units in a manner that enables each Pre-emptive Member Preemptive Partner to calculate its Preferred such Preemptive Partner’s Pro Rata Portion of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale of New Securities described in Section 9.01(a3.01(a) to the Pre-emptive Members Stockholders within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase the applicable New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of the New Securities proposed to be issued and the percentage of the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Unit share of New Securities and all other material terms of the New Securitiesoffer or sale; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Board’s good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of a capitalization table or other stockholders ledger of the Members Schedule Company indicating the Pre-emptive MembersStockholders’ holdings of Preferred Units and Common Units Capital Stock in a manner that enables each Pre-emptive Member Stockholder to calculate its Preferred Pre-emptive Pro Rata Portion of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. (a) The Company Corporation shall give written notice (each, an “Issuance Notice”) of any proposed issuance or sale Proposed Offering described in Section 9.01(a) 3.1 to the Pre-emptive Members Investor within five (5) Business Days following after any meeting of the Board at which any such issuance or sale is approvedapproved and, in any case, by no later than the initial public announcement of any Proposed Offering. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser subscriber/transferee seeking to purchase New Offered Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or saleProposed Offering, including: (i) the number and description of the New Offered Securities proposed to be issued and the percentage of the CompanyCorporation’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that Equity Securities such issuance would represent; (ii) the total number of the then issued and outstanding Common Shares (which shall include any Common Shares to be issued to Persons having similar participation rights); (iii) the proposed issuance date, which shall be at least twenty ten (2010) Business Days from the date of the Issuance Notice; (iiiiv) the proposed purchase price per Unit security and the rights, privileges, restrictions, terms and conditions or other terms of the New Securities; andsuch Offered Securities and such issuance; (ivv) if the consideration to be paid by the Prospective Purchaser includes there is any non-cash consideration, a description of such non-cash consideration in sufficient detail to permit the Investor to assess the fair market value of such non-cash consideration and the good faith calculation of the fair market value of such non-cash consideration by the Board’s good-faith determination ; (vi) the expected use of proceeds of such Proposed Offering; (vii) all of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy other material terms and conditions of the Members Schedule indicating Proposed Offering; (viii) the Pre-emptive Members’ holdings Investor Percentage that the Investor would have if the Investor did not exercise in full its Participation Right and all of Preferred Units and the Offered Securities under the Proposed Offering are issued (and, in the case of convertible securities, converted or exchanged into, or exercised for, Common Units in Shares or other Equity Securities of the Corporation); and (ix) the applicable exemption(s) (if any) from prospectus requirements applicable to the Proposed Offering. (b) If the Offered Securities are being offered by the Corporation on different terms to different purchasers, then each such transaction shall be treated as a manner that enables each Pre-emptive Member to calculate its Preferred Pro Rata Portion separate Proposed Offering for the purposes of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securitiesthis Article 3.

Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 9.01(a3.07(a) to the Pre-emptive Members within five (5) Business Days following any meeting of the Board Managers at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of the New Securities proposed to be issued and the percentage of the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Unit unit of the New Securities; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Board’s Managers’ good-faith determination of the Fair Market Value fair market value thereof. The Issuance Notice shall also be accompanied by a current copy of the Members Schedule indicating the Pre-emptive Members’ holdings of Preferred Units and Common Class A Units in a manner that enables each Pre-emptive Member to calculate its Preferred Pro Rata Portion of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. The Company shall give written notice (an “"Issuance Notice”") of any proposed issuance or sale described in Section 9.01(a) to the Pre-emptive Members within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of the New Securities capital proposed to be issued raised, the then Applicable Pro Rata Portion of each Member and the percentage of price per Unit for the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent;New Securities; and (ii) the proposed issuance date, which shall be at least twenty no later than five (205) Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Unit of the New Securities; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Board’s good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of the Members Schedule indicating the Pre-emptive Members’ ' holdings of Preferred Units and Common Units Units, as applicable in a manner that enables each Pre-emptive Member to calculate its Preferred Applicable Pro Rata Portion of any New Securities. The Common Unit Member acknowledges and agrees that the price per Unit for Preferred Units and Common Units included in the New Securities and shall be the same. The Common Unit Member agrees not to challenge the price per Unit of New Securities or bring any claims with respect to such price per Unit so long as the Company complies with its Common Pro Rata Portion of any New Common Securitiesobligations under this Article IX.

Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 9.01(a10.0l(a) to the Pre-emptive Members within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of the New Securities proposed to be issued and the percentage of the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Unit unit of the New Securities; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Board’s good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of the Members Schedule indicating the Pre-emptive Members’ holdings of Preferred Units and Common Units in a manner that enables each Pre-emptive Member to calculate its Preferred Pro Rata Portion of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale of New Securities described in Section 9.01(a3.01(a) to the Pre-emptive Members each Stockholder within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. purchase the applicable New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of the New Securities proposed to be issued and the percentage of the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty thirty (2030) Business Days days from the date of the Issuance Notice; (iii) the proposed purchase price per Unit share of New Securities and all other material terms of the New Securitiesoffer or sale; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Board’s good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of a capitalization table or other stockholders ledger of the Members Schedule Company indicating the each Stockholder’s Pre-emptive Members’ holdings of Preferred Units and Common Units in a manner that enables each Pre-emptive Member to calculate its Preferred Pro Rata Portion of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.

Additional Issuance Notices. The Company shall give written notice (an “Issuance Notice”) of any proposed issuance or sale described in Section 9.01(a) to the Pre-emptive Members within five (5) Business Days following any meeting of the Board at which any such issuance or sale is approved. The Issuance Notice shall, if applicable, be accompanied by a written offer from any prospective purchaser seeking to purchase New Securities (a “Prospective Purchaser”) and shall set forth the material terms and conditions of the proposed issuance or sale, including: (i) the number and description of the New Securities proposed to be issued and the percentage of the Company’s Units then outstanding on a Fully Diluted Basis (both in the aggregate and with respect to each class or series of Units proposed to be issued) that such issuance would represent; (ii) the proposed issuance date, which shall be at least twenty (20) Business Days from the date of the Issuance Notice; (iii) the proposed purchase price per Unit unit of the New Securities; and (iv) if the consideration to be paid by the Prospective Purchaser includes non-cash consideration, the Board’s good-faith determination of the Fair Market Value thereof. The Issuance Notice shall also be accompanied by a current copy of the Members Schedule indicating the Pre-emptive Members’ holdings of Preferred Units and Common Units in a manner that enables each Pre-emptive Member to calculate its Preferred Pro Rata Portion of any New Preferred Securities and its Common Pro Rata Portion of any New Common Securities.