Common use of Authorized Units Clause in Contracts

Authorized Units. From and after the date hereof and prior to the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of units of three classes: the GP Units, the Class C Exchangeable Units and the Class X Units. From and after the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five classes of Units as follows: (i) interests of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Units”); (ii) interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) who can demonstrate to the Partnership that they are Qualified Canadians will be represented by Class A exchangeable limited partnership units in the capital of the Partnership (“Class A Exchangeable Units”); (iii) all other interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by Class B exchangeable limited partnership units in the capital of the Partnership (“Class B Exchangeable Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”, and collectively with the Class A Exchangeable Units and the Class B Exchangeable Units, “Exchangeable Units”); and (v) Class D limited partnership units (“Class D Units”), which may be issued to a wholly-owned subsidiary of the General Partner immediately before all Exchangeable Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership shall be issued other than as specified in the Recitals hereto, by the preceding sentence or as set forth in Section 3.3(a). Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including:

Authorized Units. From and after the date hereof and prior to the Merger Effective Time, the The only beneficial interests in the Partnership of the Partners will Company shall be divided into and represented by an unlimited units (“Units”). The total number of units of three classes: Units that the GP Company initially shall have authority to issue is 111,594,203 Units, of which (a) 51,000,000 shall be designated as Class A Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class A Unit,” and collectively, the “Class A Units”), (b) 49,000,000 shall be designated as Class B Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class B Unit,” and collectively, the “Class B Units”) and (c) 11,594,203 shall be designated as Class C Exchangeable Non-Voting Units having the rights, preferences, privileges and restrictions set forth in this Agreement and the Warrant (each, a “Class X Units. From C Non-Voting Unit,” and after the Merger Effective Timecollectively, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five classes of Units as follows: (i) interests of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Class C Non-Voting Units”); provided, however, that, subject to Sections 4.1(h)(viii), 4.1(h)(xiv) and 4.2(e)(iii), and except as required by the terms of the Warrant (iix) interests the Board of Limited Partners Directors may from time to time authorize the issuance of additional Class A Units, Class B Units and Class C Units and such other Units with such rights, preferences, privileges and restrictions as the Board of Directors shall designate so long as none of such rights, preferences or privileges are inconsistent with the terms of this Agreement or would deprive any Member of the rights it has as a Member (for the avoidance of doubt, dilution of Economic Interests and voting rights (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) who can demonstrate to the Partnership that they are Qualified Canadians will be represented by Class A exchangeable limited partnership units in the capital of the Partnership (“Class A Exchangeable Units”); (iii) all other interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by Class B exchangeable limited partnership units in the capital of the Partnership (“Class B Exchangeable Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”, and collectively with the Class A Exchangeable Units and the Class B Exchangeable Units, “Exchangeable Units”); and (v) Class D limited partnership units (“Class D Units”), which may be issued to a wholly-owned subsidiary of the General Partner immediately before all Exchangeable Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership shall be issued other than as specified in the Recitals hereto, by the preceding sentence or as rights set forth in Section 3.3(a4.1(h). Each ) shall not be deemed to deprive any Member of the rights it has as a Member), and (y) this Agreement shall be amended in order to document such new classes of Units will represent and their rights, preferences, privileges and restrictions and/or such authorized number of Units of existing classes of Units, in each case, with no further action required by the Members. Notwithstanding anything to the contrary herein, the Board shall authorize the issuance of additional Units as required by the terms of the Warrant. The issuance of any Units after the Effective Date shall be subject to the Members’ Preemptive Rights, as applicable, shall be issued at a price equal to or greater than Fair Market Value and shall be paid for in cash or, in connection with an interest acquisition by the Company or any Subsidiary or the contribution by a Member of assets to the Company or any Subsidiary related to the Business or its strategic direction as outlined in the Partnership having Business Plan, cash or other property, the preferences, rights, restrictions, conditions and limitations provided Fair Market Value of which shall be determined in this Agreement including:Good Faith by the Board of Directors. The Class C Non-Voting Units shall be issued only upon the valid exercise of the Warrant. The initial holdings of Units shall be as set forth on Schedule I.

Authorized Units. From and after the date hereof and prior to the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of units of three classes: the GP Units, the Class C Exchangeable Units and the Class X Units. From and after the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five classes of Units as follows: (i) interests of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Units”); Units”); (ii) interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) who can demonstrate to the Partnership that they are Qualified Canadians will be represented by Class A exchangeable limited partnership units in the capital of the Partnership (“Class A Exchangeable Units”); Units”); (iii) all other interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by Class B exchangeable limited partnership units in the capital of the Partnership (“Class B Exchangeable Units”); Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”, and collectively with the Class A Exchangeable Units and the Class B Exchangeable Units, “Exchangeable Units”); Units”); and (v) Class D limited partnership units (“Class D Units”), which may be issued to a wholly-owned subsidiary of the General Partner immediately before all Exchangeable Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership shall be issued other than as specified in the Recitals hereto, by the preceding sentence or as set forth in Section 3.3(a). Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including:

Authorized Units. From and after the date hereof and prior to the Merger Effective Time, the The only beneficial interests in the Partnership of Company shall be units (“Units”). The Company shall have authority to issue Class A Units having the Partners will be divided into rights, preferences, privileges and represented by an unlimited number of units of three classes: the GP Unitsrestrictions set forth in this Agreement (each, a “Class A Unit” and, collectively, the “Class A Units”), Class B Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class B Unit” and, collectively, the “Class B Units”), and Class C Exchangeable Units having the rights, preferences, privileges and the restrictions set forth in Section 4.09(g) (each, a “Class X Units. From and after the Merger Effective TimeC Unit” and, collectively, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five classes of Units as follows: (i) interests of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Class C Units”); provided, however, that, subject to Section 4.01(h)(xii), (iii) interests the Board of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder Directors may from time to time authorize the issuance of Class D Units in their capacity as such) who can demonstrate to the Partnership that they are Qualified Canadians will be represented by additional Class A exchangeable limited partnership units in the capital of the Partnership (“Class A Exchangeable Units”); (iii) all other interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by and Class B exchangeable limited partnership units Units and such other Units with such rights, preferences, privileges and restrictions as the Board of Directors shall designate in the capital of the Partnership (“Class B Exchangeable Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”, and collectively accordance with the Class A Exchangeable Units terms and conditions of this Agreement (provided that such rights, preferences or privileges shall not disproportionately impact the Class B Exchangeable Units, “Exchangeable Units”); and (v) Class D limited partnership units (“Class D Units”), which may be issued to a wholly-owned subsidiary of the General Partner immediately before all Exchangeable Units cease to be Outstanding. No Partnership Economic Interests or other equity interests voting rights of a Member in any material and adverse respect without the Partnership shall be issued other than written consent of such Member except as specified in the Recitals hereto, by the preceding sentence or as otherwise set forth in Section 3.3(a4.09(g)), and (ii) this Agreement shall be amended in order to document such new classes of Units and their rights, preferences, privileges and restrictions and/or such authorized number of Units of existing classes of Units, in each case with no further action required by the Members. Each Except as otherwise set forth in Section 4.09(g), the issuance of any Units after the Units will represent Effective Date shall be subject to the Members’ Preemptive Rights and FNBO’s rights under Section 4.09(b)(ii), as applicable, shall be issued at a price at least equal to or greater than Fair Market Value and shall be paid for in cash or, in connection with an interest acquisition by the Company or any Subsidiary or the contribution by a Member of assets to the Company or any Subsidiary related to the Business or its strategic direction as outlined in the Partnership having Business Plan, cash or other property the preferences, rights, restrictions, conditions and limitations provided Fair Market Value of which shall be determined in this Agreement including:good faith by the Board of Directors. The initial holdings of Units shall be as set forth on Schedule I.

Authorized Units. From and after the date hereof and prior The Company has authority to the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of units of three classes: the GP issue Common Units, the Class C Exchangeable Series A Preferred Units, Series B Preferred Units, Series B-1 Preferred Units and the Class X Units. From and after the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five such other classes or series of Units as follows: may be approved by the Board and each of the Significant Securityholders in accordance with the terms of this Agreement. As of the Effective Date, the authorized LLC Capital Units are (a) (i) interests that number of Common Units equal to the number of shares of Common Stock, par value $0.001 per share, of Holdco (“Common Stock”) which are issued and outstanding as of the General Partner will be represented Effective Date, all of which Common Units are issued and outstanding and held by general partnership units in Holdco as the capital sole holder of Common Units as of the Partnership (“GP Units”); Effective Date, plus (ii) interests such additional number of Limited Partners Common Units as may be issued in accordance with the terms of this Agreement and the Master Rights Agreement, including, without limitation, (other than RoverA) upon the conversion of Series A Preferred Units, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Series B Preferred Units in their capacity as such) who can demonstrate and/or Series B-1 Preferred Units pursuant to the Partnership that they are Qualified Canadians will be represented terms hereof, (B) upon the issuance of Common Stock of Holdco pursuant to the Holdco Stock Plan as provided in Section 3.4(b), and (C) as contemplated by Class A exchangeable limited partnership units in the capital Sections 4.2 and 9.1 of the Partnership (“Class A Exchangeable Units”); Master Rights Agreement, minus (iii) such number of Common Units as may be purchased or repurchased from Holdco or otherwise retired in accordance with the terms of this Agreement and the Master Rights Agreement, including, without limitation, (A) upon the repurchase or other retirement for any reason of Common Stock of Holdco by Holdco pursuant to the Holdco Stock Plan in accordance with Section 3.4(b), and (B) as contemplated by Section 9.1(f) of the Master Rights Agreement, (b) 3,900,000 Series A Preferred Units, all other interests of Limited Partners which are issued and outstanding and held by Holdco as the sole holder of Series A Preferred Units as of the Effective Date, (other than Roverc) 6,510,860 Series B Preferred Units, Rover’s permitted transferees all of which are issued and outstanding and owned by the holders of Series B Preferred Units as reflected on Exhibit A hereto as of the Effective Date, and (d) 488,281 Series B-1 Preferred Units, of which 65,105 Units are issued and outstanding and held by Holdco as the sole holder of Series B-1 Preferred Units as of the Effective Date. The number of Common Units, Series A Preferred Units, Series B Preferred Units and Series B-1 Preferred Units held by Holdco shall equal the number of shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock, respectively, of Holdco that are wholly-owned by Polaris issued and outstanding in compliance with the terms of the Master Rights Agreement from time to time. In addition, if Holdco should issue any future class or any holder series of Class D capital stock in compliance with the terms of the Master Rights Agreement with respect to which Corresponding Units in their capacity (as such) will be represented by Class B exchangeable limited partnership units defined in the Master Rights Agreement) are designated, then the number of such Corresponding Units outstanding and held by Holdco shall equal the number of shares of such future class or series of capital stock of Holdco which are issued and outstanding in compliance with the terms of the Partnership (“Class B Exchangeable Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”, and collectively with the Class A Exchangeable Master Rights Agreement. All Units and the Class B Exchangeable Units, “Exchangeable Units”); and (v) Class D limited partnership units (“Class D Units”), which may be issued to a wholly-owned subsidiary of the General Partner immediately before all Exchangeable Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership hereunder shall be issued other than as specified in the Recitals hereto, uncertificated Units unless otherwise determined by the preceding sentence or as set forth in Section 3.3(a). Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including:Board.

Authorized Units. From and after the date hereof and prior to the Merger Effective Time, the The only beneficial interests in the Partnership of the Partners will Company shall be divided into and represented by an unlimited units (“Units”). The total number of units of three classes: Units that the GP Company initially shall have authority to issue is 1,010,378,027 Units, of which (a) 890,000,000 shall be designated as Class A Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class A Unit,” and collectively, the “Class A Units”), (b) 100,000,000 shall be designated as Class B Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class B Unit,” and collectively, the “Class B Units”) and (c) 20,378,027 shall be designated as Class C Exchangeable Non-Voting Units having the rights, preferences, privileges and restrictions set forth in this Agreement and the Warrant (each, a “Class X Units. From C Non-Voting Unit,” and after the Merger Effective Timecollectively, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five classes of Units as follows: (i) interests of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Class C Non-Voting Units”); provided, however, that, subject to Section 4.2(c) (iix) interests the Managing Member may from time to time, and only in accordance with the terms of Limited Partners this Agreement and to the extent required by the Exchange Agreement, authorize the issuance of additional Class A Units, Class B Units and such Preferred Units with such rights, preferences, privileges and restrictions as the Managing Member shall designate as required by and in accordance with the terms of the Exchange Agreement and (other than Rovery) this Agreement shall be amended in order to document such new classes of Preferred Units and their rights, Rover’s permitted transferees that are whollypreferences, privileges and restrictions and/or such authorized number of Units of existing classes of Units, in each case, with no further action required by the Members. Class B Units and Class C Non-owned by Polaris or Voting Units each automatically shall be convertible only into Class A Units on a one-for-one basis as specified in Section 3.2. All issuances of any holder Units after the Effective Date shall be made in accordance with Section 3.2 and the terms and provisions of the Exchange Agreement and, in the case of Class D Units C Non-Voting Units, in their capacity as such) who can demonstrate accordance with the terms of the Warrant. Notwithstanding anything to the Partnership that they are Qualified Canadians will be represented contrary herein, the Managing Member shall authorize the issuance of Class C Non-Voting Units as required by Class A exchangeable limited partnership units in the capital terms of the Partnership (“Class A Exchangeable Units”); (iii) all other interests of Limited Partners (other than RoverWarrant, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by Class B exchangeable limited partnership units in the capital of the Partnership (“Class B Exchangeable Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”, and collectively with the Class A Exchangeable Units and the Class B Exchangeable Units, “Exchangeable Units”); and (v) Class D limited partnership units (“Class D Units”), which may be issued to a whollyC Non-owned subsidiary of the General Partner immediately before all Exchangeable Voting Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership shall be issued other than as specified only upon the valid exercise of the Warrant and otherwise in accordance with the Recitals hereto, by Exchange Agreement. All issuances of Class A Units and Class B Units shall be made in accordance with the preceding sentence or terms and provisions of the Exchange Agreement. The initial holdings of Units shall be as set forth in Section 3.3(a). Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including:on Schedule I.

Authorized Units. From and after the date hereof and prior to the Merger Effective Time, the The only interests in the Partnership of the Partners will Company shall be divided into and represented by an unlimited number of units of three classes: the GP Units, the Class C Exchangeable Units and the Class X Units. From and after the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five classes of Units as follows: (i) interests of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Units”); . The total number of Units that the Company shall have authority to issue shall be determined by the Manager. The Units shall be initially designated as (iia) interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) who can demonstrate to the Partnership that they are Qualified Canadians will be represented by Class A exchangeable limited partnership units Common Units having the rights, preferences, privileges and restrictions set forth in the capital of the Partnership this Agreement (each, a “Class A Exchangeable Units”); (iii) all other interests of Limited Partners (other than RoverCommon Unit,” and collectively, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by Class B exchangeable limited partnership units in the capital of the Partnership (“Class B Exchangeable Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”, and collectively with the Class A Exchangeable Units and the Class B Exchangeable Units, “Exchangeable Units”); and (v) Class D limited partnership units (“Class D Common Units”), which (b) Class B Common Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class B Common Unit,” and collectively, the “Class B Common Units”), and (c) Convertible Preferred Units having the rights, preferences, privileges and restrictions (which, subject to Section 4.2(b) and without prejudice to A/N’s rights under the Stockholders Agreement, may be junior to, equivalent to or senior to any existing or future class or series of Units) set forth in this Agreement (each, a “Convertible Preferred Unit,” and collectively, the “Convertible Preferred Units”). In addition to the foregoing, but subject to the third sentence of Section 4.2(b) of this Agreement and, subject to Section 4.8, Section 2.3(a) of the Exchange Agreement and without prejudice to A/N’s rights under the Stockholders Agreement, the Manager is hereby expressly authorized to take any action to create any class of Units that was not previously outstanding, designated or authorized, each having such relative rights, preferences, privileges, restrictions, and interests in profits, losses, allocations and distributions of the Company, including Units to be issued to a wholly-owned subsidiary directors and/or employees of New Charter, the Company or their respective Subsidiaries for compensation purposes, as may be determined by the Manager with no further action required by the Members. This Agreement shall be amended by the Manager in order to document such new classes of Units and their rights, preferences, privileges and restrictions and interests in profits, losses, allocations and distributions of the General Partner immediately before all Exchangeable Company, in each case, with no further action required by the Members. Class B Common Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership automatically shall be issued other than convertible only into Class A Common Units on a one-for-one basis as specified in Section 3.2. The Company may only issue Class A Common Units to members of the Recitals hereto, by the preceding sentence or Charter Group. The initial holdings of Units shall be as set forth in Section 3.3(a). Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including:on Schedule I.