Common use of Additional Members and Units Clause in Contracts

Additional Members and Units. Subject to Section 3.6 hereof, the Board of Managers may issue Units and admit Persons as members in exchange for such contributions to capital (including commitments to make contributions to capital) or such other consideration (including past or future services) and on such terms and conditions (including in the case of Units issued to employees and consultants such vesting and forfeiture provisions) as the Board determines to be appropriate. If additional Units are subsequently issued by the Company, the Capital Account (if any) with respect to those Units as of the date of issuance and the Capital Contributions (if any) that shall be deemed to be made by the Member receiving such Units as of the date of issuance shall be set forth in the agreement pursuant to which the additional Units are issued. Promptly following the issuance of Units, the Board shall cause the books and records of the Company, and an amended Exhibit 3.1 hereto, to reflect the number and Class of Units issued, any members or additional members holding such Units and in the case of Units issued other than in connection with the performance of services, the Capital Contribution per Unit, and the Company shall promptly provide the amended Exhibit 3.1 to each Member. Upon the execution of this Agreement or a counterpart of this Agreement, together with any other documents or instruments required by the Board in connection therewith, and the making of the Capital Contribution (if any) specified to be made at such time, a Person shall be admitted to the Company as a Member of the Company.

Additional Members and Units. Subject to Section Sections 3.6 and 7.4.2 hereof, the Board of Managers may issue Units and admit Persons as members Members in exchange for such contributions to capital (including commitments to make contributions to capital) or such other consideration (including past or future services) and on such terms and conditions (including in the case of Units issued to employees and consultants such vesting and forfeiture provisions) as the Board of Managers determines to be appropriate. If additional Units are subsequently issued by the Company, the Capital Account (if any) with respect to those Units as of the date of issuance and the Capital Contributions (if any) that shall be deemed to be made by the Member receiving such Units as of the date of issuance shall be set forth in the agreement pursuant to which the additional Units are issued. Promptly following the issuance of Units, the Board of Managers shall cause the books and records of the Company, and an amended Exhibit 3.1 A hereto, to reflect the number and Class of Units issued, any members Members or additional members Members holding such Units and in the case of Units issued other than in connection with the performance of services, the Capital Contribution per Unit, and the Company shall promptly provide the amended Exhibit 3.1 A to each Member. Upon the receipt of approvals as required under this Agreement, execution of this Agreement or a counterpart of this Agreement, together with any other documents or instruments required by the Board of Managers in connection therewith, and the making of the Capital Contribution (if any) specified to be made at such time, a Person shall be admitted to the Company as a Member of the Company.

Additional Members and Units. Subject to Section 3.6 hereof, the Board of Managers may issue Units and admit Persons as members Members in exchange for such contributions to capital (including commitments to make contributions to capital) or such other consideration (including past or future services) and on such terms and conditions (including in the case of Units issued to employees and consultants such vesting and forfeiture provisions) as the Board determines to be appropriate. If additional Units are subsequently issued by the Company, the Capital Account (if any) with respect to those Units as of the date of issuance and the Capital Contributions (if any) that shall be deemed to be made by the Member receiving such Units as of the date of issuance shall be set forth in the agreement pursuant to which the additional Units are issued. Promptly following the issuance of Units, the Board shall cause the books and records of the Company, and an amended Exhibit 3.1 hereto, to reflect the number and Class of Units issued, any members Members or additional members Members holding such Units and in the case of Units issued other than in connection with the performance of services, the Capital Contribution per Unit, and the Company shall promptly provide the amended Exhibit 3.1 to each Member. Upon the receipt of approvals as required under this Agreement, execution of this Agreement or a counterpart of this Agreement, together with any other documents or instruments required by the Board in connection therewith, and the making of the Capital Contribution (if any) specified to be made at such time, a Person shall be admitted to the Company as a Member of the Company.

Additional Members and Units. Subject to Section 3.6 hereof3.2 and Article 13, the Board of Managers may create, authorize and issue Units in the Company (including new or other classes or series thereof having different rights than the Class A Units) and admit Persons as members Members in exchange for such contributions to capital (including commitments to make contributions to capital) or such other consideration (including past or future services) and on such terms and conditions (including in the case of Units issued to employees and consultants such vesting and forfeiture provisions) as the Board determines of Managers determines. The Board of Managers will have the power to be appropriate. If make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Board of Managers in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance; provided that any adverse change to the rights, preferences or obligations of a class of Units are subsequently issued by shall require the Company, the Capital Account (if any) with respect to those Units as consent of the date of issuance and the Capital Contributions (if any) that shall be deemed to be made by the Member receiving such Units as Members holding at least a majority of the date units of issuance such class then outstanding; provided, further, that any such amendment shall not adversely change the rights, preferences or obligations of any Member that would be set forth borne disproportionately by such Member relative to other Members holding Units of the same class under this Agreement (unless such Member consents in the agreement pursuant to which the additional Units are issuedwriting thereto). Promptly following the issuance of Units, the Board shall of Managers will cause the books and records of the Company, and an amended Exhibit 3.1 hereto, Company to reflect the number and Class of Units issued, any members Members or additional members Members holding such Units future Units, and in the case of Units issued other than solely in connection with the performance of services, the Capital Contribution per Unit, and the Company shall promptly provide the amended Exhibit 3.1 to each Member. Upon the execution of this Agreement, a joinder to this Agreement in the form of Exhibit A hereto or a counterpart of this Agreement, together with any other documents or instruments required by the Board of Managers in connection therewith, and the making of the Capital Contribution (if any) specified to be made at such time, a Person shall will be admitted to the Company as a Member of the Company. Notwithstanding any other provision herein, all Members hereby agree to any amendment to this Agreement or the Certificate reasonably required for each such purpose in the opinion of the Board of Managers.

Additional Members and Units. Subject to Sections 3.4(b) and 3.4(c), (i) no Member shall be required to make any additional Capital Contributions to the Company and (ii) no Member shall be permitted to make any additional Capital Contributions to the Company without the consent of the Board of Managers. Subject to Section 3.6 hereof, the Board of Managers may issue Units and admit Persons as members Members in exchange for such contributions to capital (including commitments to make contributions to capital) or such other consideration (including past or future services) and on such terms and conditions (including in the case of Units issued to employees and consultants such vesting and forfeiture provisions) as the Board determines to be appropriate. If additional Units are subsequently issued by the Company, the Capital Account (if any) with respect to those Units as of the date of issuance and the Capital Contributions (if any) that shall be deemed to be made by the Member receiving such Units as of the date of issuance shall be set forth in the agreement pursuant to which the additional Units are issued. Promptly following the issuance of Units, the Board shall cause the books and records of the Company, and an amended Exhibit 3.1 A hereto, to reflect the number and Class of Units issued, any members Members or additional members Members holding such Units and Units, the revised Percentage Interests of each Member and, in the case of Units issued other than in connection with the performance of services, the Capital Contribution per Unit, and the Company shall promptly provide the amended Exhibit 3.1 A to each Member. Upon the receipt of approvals as required under this Agreement, execution of this Agreement or a counterpart of this Agreement, together with any other documents or instruments required by the Board in connection therewith, and the making of the Capital Contribution (if any) specified to be made at such time, a Person shall be admitted to the Company as a Member of the Company.