Common use of Issuance of Additional Common Shares or Preferred Shares Clause in Contracts

Issuance of Additional Common Shares or Preferred Shares. The Managing Member is explicitly authorized to issue additional Common Shares or Preferred Shares of any class, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares or Preferred Shares of any class (“New Securities”) and in connection therewith, as further provided in Section 4.2(b), (i) the Managing Member shall cause the Company to issue to the Managing Member Membership Interests or rights, options, warrants or convertible or exchangeable securities of the Company having designations, preferences and other rights, as may be set forth on an exhibit hereto or other amendment hereto from time to time, all such that the economic interests are substantially similar to those of the New Securities, and (ii) the Managing Member shall contribute the net proceeds from, or the property received in consideration for, the issuance of such New Securities and from the exercise of rights contained in such New Securities to the Company. In connection with the issuance of Membership Interests which are substantially similar to New Securities, the Managing Member is authorized to modify or amend the distributions or allocations hereunder solely to the extent necessary to give effect to the designations, preferences and other rights pertaining to such Membership Interests.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)

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Issuance of Additional Common Shares or Preferred Shares. The Managing Member is explicitly authorized to issue additional Common Shares or Preferred Shares Shares, of any class, or preferred shares of beneficial interest of the Managing Member ("Preferred Shares"), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares Shares, of any class, or Preferred Shares of any class ("New Securities") and in connection therewith, as further provided in Section 4.2(b), (i) the Managing Member shall cause the Company to issue to the Managing Member Membership Interests or rights, options, warrants or convertible or exchangeable securities of the Company having designations, preferences and other rights, as may be set forth on an exhibit hereto or other amendment Exhibit C attached hereto from time to time, all such that the economic interests are substantially similar to those of the New Securities, and (ii) the Managing Member shall contribute the net proceeds from, or the property received in consideration for, the issuance of such New Securities and from the exercise of rights contained in such New Securities to the Company. In connection with the issuance of Membership Interests which are substantially similar to New Securities, the Managing Member is authorized to modify or amend the distributions or allocations hereunder solely to the extent necessary to give effect to the designations, preferences and other rights pertaining to such Membership Interests.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Strategic Hotel Capital Inc), Limited Liability Company Agreement (Strategic Hotel Capital Inc), Limited Liability Company Agreement (Strategic Hotel Capital Inc)

Issuance of Additional Common Shares or Preferred Shares. The Managing Member is explicitly authorized to issue additional Common Shares or Preferred Shares Shares, of any class, or preferred shares of beneficial interest of the Managing Member (“Preferred Shares”), or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares Shares, of any class, or Preferred Shares of any class (“New Securities”) and in connection therewith, as further provided in Section 4.2(b), (i) the Managing Member shall cause the Company to issue to the Managing Member Membership Interests or rights, options, warrants or convertible or exchangeable securities of the Company having designations, preferences and other rights, as may be set forth on an exhibit hereto or other amendment hereto from time to time, all such that the economic interests are substantially similar to those of the New Securities, and (ii) the Managing Member shall contribute the net proceeds from, or the property received in consideration for, the issuance of such New Securities and from the exercise of rights contained in such New Securities to the Company. In connection with the issuance of Membership Interests which are substantially similar to New Securities, the Managing Member is authorized to modify or amend the distributions or allocations hereunder solely to the extent necessary to give effect to the designations, preferences and other rights pertaining to such Membership Interests.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Morgans Hotel Group Co.), Limited Liability Company Agreement (Morgans Hotel Group Co.), Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)

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Issuance of Additional Common Shares or Preferred Shares. The Managing Member is explicitly authorized to issue additional Common Shares or Preferred Shares of any class, or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase Common Shares or Preferred Shares of any class (“New Securities”) and in connection therewith, as further provided in Section 4.2(b), (i) the Managing Member shall cause the Company to issue to the Managing Member Membership Interests or rights, options, warrants or convertible or exchangeable securities of the Company having designations, preferences and other rights, as may be set forth on an exhibit hereto or other amendment hereto from time to time, all such that the economic interests are substantially similar to those of the New Securities, and (ii) the Managing Member shall contribute the net proceeds from, or the property received in consideration for, the issuance of such New Securities and from the exercise of rights contained in such New Securities to the Company. In connection with the issuance of Membership Interests which are substantially similar to New Securities, the Managing Member is authorized to modify or amend the distributions or allocations hereunder solely to the extent necessary to give effect to the designations, preferences and other rights pertaining to such Membership Interests.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Sunstone Hotel Investors, Inc.)

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