Issuance of Additional Units. The Board of Managers is authorized to cause to be issued to the Member additional Units as may be determined from time to time by the Board of Managers. Units may be issued for any consideration, including, without limitation, cash or other property, tangible or intangible, received or to be received by the Company or services rendered or to be rendered to the Company, or for no consideration. At the time of authorization of the issuance of additional Units, the Board of Managers shall state, by resolution, its determination of the fair value to the Company in monetary terms of any consideration other than cash for which Units are to be issued. Upon such issuance, the Secretary shall make the Unit Transfer Record reflect the issuance of such additional Units and the receipt of the capital contribution, if any, therefor.
Issuance of Additional Units. Subject to the terms and conditions of this LLC Agreement (including Section 4.1 and this Section 4.3), the Managing Member shall have the right to authorize and cause the Company to issue on such terms (including price) as may be determined by the Managing Member (a) additional Common Units or Equity Securities in the Company having such rights, preferences and privileges as determined by the Managing Member, which rights, preferences and privileges may be senior to the Units, and (b) obligations, evidences of Indebtedness or other securities or interests convertible or exchangeable for Units or other Equity Securities in the Company; provided that at any time following the date hereof, in each case the Company shall not issue Equity Securities in the Company to any Person other than PubCo or then-existing Members unless such Person shall have executed a counterpart to this LLC Agreement and all other documents, agreements or instruments deemed necessary or desirable as determined in good faith by the Managing Member. Upon any such issuance and execution, (a) such Person shall be admitted as a Member of the Company, and (b) the Managing Member shall update the Company’s books and records and amend Exhibit A to reflect such issuance. Subject to Section 4.1, this Section 4.3 and Section 12.1, the Managing Member is hereby authorized to amend this LLC Agreement to set forth the designations, preferences, rights, powers and duties of such additional Common Units or other Equity Securities in the Company authorized or issued pursuant to this Section 4.3.
Issuance of Additional Units. Additional Units may be authorized and issued by the Company upon such terms and conditions as may be approved by a Majority Vote of the Members. Upon the proposed issuance of any such additional Units, each existing Member shall have the preemptive right, but not the obligation, to purchase such portion of the newly issued Units as the ratio of the number of Units then held by such Member bears to the total number of Units held by Members and outstanding before the issuance of the new Units, together with such Member’s proportionate share of the other newly issued Units as to which other Members fail to exercise their preemptive rights. Each such new Member shall, as a condition precedent to admission to the Company as a Member, execute a counterpart of this Agreement and execute all necessary certificates and other documents and perform all acts in accordance with the Act to the full extent necessary to constitute such persons a Member and to preserve the status of the Company as a partnership for income tax purposes upon completion of such person’s admission.
Issuance of Additional Units. The General Partner may from time to time admit any Person as an additional Limited Partner of the Partnership (each such Person, if so admitted, an "Additional Limited Partner" and collectively, the "Additional Limited Partners"). A Person shall be deemed admitted as a Limited Partner at the time such Person (i) executes this Agreement or a counterpart of this Agreement and (ii) is named as a Limited Partner on the attached Schedule A. Each Substitute Limited Partner shall be deemed an Additional Partner whose admission as an Additional Limited Partner has been approved by the General Partner for all purposes hereunder. Subject to the satisfaction of the foregoing requirements and Section 4.1(c), the General Partner is hereby expressly authorized to cause the Partnership to issue additional Units for such consideration and on such terms and conditions, and to such Persons, including the General Partner, any Limited Partner or any of their Affiliates, as shall be established by the General Partner in its sole discretion, all without the approval of any Partner or any other Person. Without limiting the foregoing, but subject to Section 4.1(c), the General Partner is expressly authorized to cause the Partnership to issue Units (i) upon the conversion, redemption or exchange of any debt, Units or other securities issued by the Partnership, (ii) for less than fair market value, so long as the General Partner concludes in good faith that such issuance is in the best interests of the Partnership and its Partners, and (iii) in connection with the merger of any other Person into the Partnership if the applicable merger agreement provides that Persons are to receive Units in exchange for their interests in the Person merging into the Partnership. The General Partner is hereby expressly authorized to take any action, including without limitation amending this Agreement and Schedule A, to reflect any issuance of additional Units. Additional Units may be Class A Common Units, Class B Common Units or other Units. Any additional Units may be issued in one or more classes, or one or more series of any of such classes, with such designations, preferences and relative, participating, optional or other special rights, powers and duties (including, without limitation, rights, powers and duties that may be senior or otherwise entitled to preference over existing Units) as shall be determined by the General Partner, in its sole and absolute discretion without the approval of a...
Issuance of Additional Units. The Managing Member shall have the right to cause the Company to issue and/or create and issue at any time after the date hereof, and for such amount and form of consideration as the Managing Member may determine, additional Units or other Equity Securities of the Company (including creating classes or series thereof having such powers, designations, preferences and rights as may be determined by the Managing Member), subject to Section 11.3. The Managing Member shall have the power to make such amendments to this Agreement in order to provide for such powers, designations, preferences and rights as the Managing Member in its discretion deems necessary or appropriate to give effect to such additional authorization or issuance in accordance with the provisions of this Section 3.1(c) and Section 11.3.
Issuance of Additional Units. Subject to the receipt of any necessary Gaming Approvals and compliance with applicable Gaming Laws, the Company may, at the discretion of the Managing Member (and subject to Section 8.1(e)), (i) issue additional Class A Units or additional Class B Units with the consent of CEC; provided that such consent will not be unreasonably withheld if (A) the issuance is of Class A Units, (B) the aggregate offering price for such Class A Units is $100 million or less, and (C) the Disinterested CAC Directors reasonably believe, after taking into account the interests of CAC and CEC in their capacity as Members, that the issuance of such additional Units and anticipated use of proceeds from such issuance will ultimately result in proceeds to the Company in an amount which would not cause such issuance to be dilutive to CEC’s (or any CEC Members’) Units upon Liquidation; provided, further, that the foregoing proviso will not apply to, and will not otherwise limit, CEC’s right to withhold its consent to the issuance of any Units, the aggregate offering price of which exceeds $100 million; provided, further, that if CEC disagrees with any determination of the Disinterested CAC Directors as set forth in clause (i)(C) above, the matter shall be decided by arbitration in the same manner as set forth in Section 8.5(g), or (ii) issue additional Class A Units or additional Class B Units as contemplated by the Transaction Agreement. If any additional CAC Shares are issued by the Managing Member and the proceeds of such issuance are used by the Managing Member to acquire additional Units of the Company, such additional Units shall have substantially the same rights and obligations as such CAC Shares. For the purposes of this Section 3.4(d), all Class A Common Shares shall correspond to Class A Units and all Class B Common Shares shall correspond to Class B Units.
Issuance of Additional Units. (a) Except as contemplated pursuant to the Recitals hereto and Sections 3.4, 3.5 and 3.13(a), the Partnership shall not issue any additional Units other than Class D Units.
Issuance of Additional Units. (a) Subject to the approval of the Class A Member, the Company may issue an unlimited number of additional Class A Units to any Person at any time for such consideration as the Board deems appropriate.
Issuance of Additional Units. The Company may from time-to-time issue additional Units by sale or other issuance to existing Members or other Persons for such consideration, and upon such terms and conditions, as the Board shall from time-to-time unanimously determine. Any such sales or other issuances of Units shall be made in accordance with the Articles and this Agreement.
Issuance of Additional Units. (a) In order to raise capital or acquire assets, to redeem or retire any Company debt or for any other proper purpose consistent with the purposes of the Company, the Company may from time to time issue Units to Members or any other Persons (and, in connection with the issuance thereof, may accept additional contributions from such Persons and admit any such Persons to the Company as Members), in each case without the approval of the Members. There shall be no limit on the number of Units that may be so issued. The Board shall have full and absolute discretion in determining in good faith the consideration therefor and the other terms and conditions with respect thereto. In connection with any such issuance, the Board shall do all other things it shall determine are necessary or appropriate, including the filing of any certificates or other documents with any federal, state or other governmental agency. The admission of any Person as a Member upon the issuance of Units pursuant to this Section 6.01 shall be effective only after the new Member has executed and delivered to the Board a document, in form and substance satisfactory to the Board, that (i) sets forth the notice address of such new Member and (ii) includes an agreement on the part of such new Member to be bound by the provisions of this Agreement. The Board shall have the power to amend this Agreement as necessary to reflect the issuance of Units, and such an amendment need be executed only by a Proper Officer.
