Common use of Member Interests Clause in Contracts

Member Interests. The Company’s member interests shall consists of the following two classes of limited liability company interests: (i) Preferred limited liability company units, no par value (“Preferred Units”). Such Preferred Units shall have the following attributes: (a) Full and exclusive voting power on all matters to be voted on by the Members. All matters subject to a vote shall be determined by a vote of the Majority Holders. (b) Rights to any and all dividends and distributions declared or made prior to Liquidation (as defined herein), such dividends and distributions to be made pro rata based upon the Liquidation Preference of the Preferred Units then outstanding. The “Liquidation Preference” with respect to a Preferred Unit shall mean an amount equal to the amount contributed therefor, denominated in Canadian Dollars. In the case of contributions in currency other than Canadian Dollars, such amount shall be based upon the spot currency exchange rate at the time of contribution as determined by the Company, and in the case of contributions of assets other than currency, shall be the value thereof as determined by the Company. The Liquidation Preference of a Preferred Unit may be reduced from time to time at the sole discretion of the Board of Directors in an amount equal to a distribution made to the holder of such Preferred Units that is designated by the Board of Directors as a reduction of the Liquidation Preference. In the case of such distribution in currency other than Canadian Dollars, the amount of such reduction shall be based on the spot currency exchange rate at the time of such distribution as determined by the Company, and in the case of contributions of assets other than currency, shall be the value thereof as determined by the Company.

Member Interests. The Company’s member 's limited liability company interests shall consists consist of the following two classes of limited liability company interests: (i) Preferred limited liability company units, no par value interests (“Preferred Units”"PIShares"). Such Preferred Units PIShares shall have the following attributes: (a) Full and exclusive voting power on all matters to be voted on upon by the Members. All matters subject to a vote shall be determined by a vote of the Majority Holders, unless another vote is required by law or expressly provided for in this Agreement. (b) Rights to any and all dividends and distributions declared or made prior to Liquidation (as defined herein)the Liquidation, such dividends and distributions to be made pro rata based upon the Liquidation Preference of the Preferred Units PIShares then outstanding. The “"Liquidation Preference” " with respect to a Preferred Unit PIShare shall mean an amount equal to the amount contributed therefortherefore, denominated in Canadian Dollarsdollars. In the case of contributions in currency other than Canadian Dollarsdollars, such amount shall be based upon the spot currency exchange rate at the time of contribution as determined by the Company, and in the case of contributions of assets other than currency, shall be the value thereof as determined by the Company. The Liquidation Preference of a Preferred Unit may be PIShare maybe reduced from time to time at the sole discretion of the Board of Directors in an amount equal to a distribution made to the holder of such Preferred Units PIShare that is designated by the Board of Directors as a reduction of the Liquidation Preference. In the case of such distribution or reduction in currency other than Canadian Dollarsdollars, the amount of such reduction shall be based on the spot currency exchange rate at the time of such distribution as determined by the Company, and in the case of contributions distributions of assets other than currency, shall be the value thereof as determined by the Company.