Common use of Units Members Clause in Contracts

Units Members. (a) The equity ownership interests in the Fund shall be represented by Units. It is not contemplated that certificates will be issued for the Units; provided, however, that the Board of Managers, in its discretion, may authorize the issuance of Unit certificates and promulgate appropriate fees therefore and rules and regulations as to their use. The Units, or each Class (if there be any Classes), shall have such designations, rights (including voting rights), powers, and preferences, and the qualifications, limitations or restrictions thereof, duties, liabilities, and obligations, as are set forth in or pursuant to this Agreement. (b) The Units shall be divided into such transferable Units of as many separate and distinct Classes of Units as the Board of Managers, in their sole discretion and without Member approval, from time to time create and establish. The Board of Managers shall have full power and authority, in their sole discretion, and without obtaining any prior authorization or vote of the Members of any Class of the Fund, to create, establish and designate, and to change in any manner, any initial Class or additional Classes, and to fix such preferences, voting powers, rights and privileges of such Classes as the Board of Managers may from time to time determine, to divide or combine the Units or any Classes into a greater or lesser number, to classify or reclassify any unissued Units or any Units previously issued and reacquired of any Units into one or more Units that may be established and designated from time to time, and to take such other action with respect to the Units as the Board of Managers may deem desirable. Unless another time is specified by the Board of Managers, the establishment and designation of any Units shall be effective upon the adoption of a resolution by the Board of Managers setting forth such establishment and designation and the preferences, powers, rights and privileges of the Units of such Class, whether directly in such resolution or by reference to, or approval of, another document that sets forth such relative rights and preferences of such Class including, without limitation, the Private Placement Memorandum of the Fund, or as otherwise provided in such resolution. (c) The Fund is hereby authorized to create, authorize and issue an unlimited number of Units. The Board of Managers may issue Units of each Class to any Person at the net asset value of such Class of Units as calculated in accordance with the valuation procedures adopted by the Board of Managers and in exchange for such consideration and on such terms as it may determine (or for no consideration if issued in connection with a distribution in Units or a split of Units) without action or approval of the Members notwithstanding anything herein to the contrary. The number of Units held by each Member shall not be affected by any issuance by the Fund of Units to other Members. All Units when so issued on the terms determined by the Board of Managers shall be fully paid and non-assessable. (d) The Board of Managers may cause the Fund to issue Units, and may cause the admission of one or more Members as of the beginning of each calendar month or at such other times as the Board of Managers may determine. A Person who holds Units and who has been approved for admission by the Board of Managers shall be admitted as a Member when such Person has been listed as a Member on the books and records of the Fund. A Person may be admitted to the Fund as a Member without having signed this Agreement. Each Member, by acceptance of its Units agrees to be bound by this Agreement and this Agreement shall not be unenforceable by reason of it not having been signed by a person being admitted as a Member. The Board of Managers, in its sole and absolute discretion, may reject requests to purchase Units. The Board of Managers may, in its sole discretion, suspend or terminate the offering of the Units at any time. The books and records of the Fund shall be revised to reflect the name and Capital Contribution of each Member that is admitted to the Fund. (e) Except as provided herein, each Unit of a particular Class shall represent an equal proportionate interest in the Fund, and each Unit of a particular Class shall be equal with respect to the interest per Unit of that Class as against each other Unit of that Class, but for the avoidance of doubt, this shall not mean that any Member holds any proprietary right to, or has any interest in, the assets of the Fund. The rights attaching to all Units shall be identical as to right of repurchase by the Fund, distributions (whether or not on liquidation) and, except as provided in Section 3.3(c) hereof, voting rights. The Board of Managers may from time to time divide or combine the Units of a particular Class into a greater or lesser number of Units of that Class provided that such division or combination does not change the proportionate interest in the Fund of any Member or other holder of Units or in any way affect the rights of Units. (f) Units may be issued as fractions thereof. Any fractional Unit, if outstanding, shall carry proportionately all the rights and obligations of a whole Unit, including those rights and obligations with respect to voting, receipt of distributions, redemption of Units, and liquidation of the Fund.