Common use of Antidilution Protection Clause in Contracts

Antidilution Protection. (a) In the event the Company shall at any time after the date of this Agreement issue Additional Units (including Additional Units deemed to be issued pursuant to Section 4.9(d)), without consideration or for a consideration per Additional Unit less than the Series A Trigger Price or Series B Trigger Price, as the case may be, in effect immediately prior to such issue, then the Company shall issue to each holder of Series A Preferred Units or Series B Preferred Units, as applicable, a number of Common Units (the “Antidilution Units”) that is equal to: (1) with respect to the Series A Preferred Units (x) the product (rounded down to the nearest whole number) obtained by multiplying (i) the sum of the number of Series A Preferred Units owned or held by such holder immediately prior to the issuance of such Additional Units plus the cumulative number of Antidilution Units then held by such holder that were previously issued pursuant to this Section 4.9 with respect to such Series A Preferred Units by (ii) the fraction, the numerator of which is the Series A Trigger Price in effect immediately prior to the issuance of such Additional Units, and the denominator of which is the Series A Trigger Price in effect immediately after the issuance of such Additional Units after giving effect to the adjustment to such Series A Trigger Price contemplated under Section 4.9(c) below, less (y) the sum of the number of Series A Preferred Units owned or held by such holder immediately prior to the issuance of such Additional Units plus the cumulative number of Antidilution Units then held by such holder that were previously issued pursuant to this Section 4.9 with respect to such Series A Preferred Units; and (2) with respect to the Series B Preferred Units (x) the product (rounded down to the nearest whole number) obtained by multiplying (i) the sum of the number of Series B Preferred Units owned or held by such holder immediately prior to the issuance of such Additional Units plus the cumulative number of Antidilution Units then held by such holder that were previously issued pursuant to this Section §4.9(a) with respect to such Series B Preferred Units by (ii) the fraction, the numerator of which is the Series B Trigger Price in effect immediately prior to the issuance of such Additional Units, and the denominator of which is the Series B Trigger Price in effect immediately after the issuance of such Additional Units after giving effect to the adjustment to such Series B Trigger Price contemplated under Section §4.9(c) below, less (y) the sum of the number of Series B Preferred Units owned or held by such holder immediately prior to the issuance of such Additional Units plus the cumulative number of Antidilution Units then held by such holder that were previously issued pursuant to this Section §4.9(a) with respect to such Series B Preferred Units. The Company shall issue any and all Antidilution Units that the Company is required to issue pursuant to this Section §4.9(a) as promptly as practicable (but in any event not later than thirty (30) days) following the issuance of Additional Units that triggered the Company’s obligation to issue such Antidilution Units under this Section §4.9(a). (b) Each Person to whom Antidilution Units are issued pursuant to Section 4.9(a) above shall execute and deliver to the Company a written joinder agreement, in form and substance satisfactory to the Company, pursuant to which such Person agrees to be bound by and subject to all of the terms of this Agreement that are applicable to Common Units and holders of Common Units. If such Person was a Member prior to the issuance of Antidilution Units to such Person pursuant to Section 4.9(a), then such written joinder agreement shall also provide that such Person agrees to be admitted as a Common Member with respect to such Antidilution Units, and, upon the Company’s receipt of such written joinder agreement, such Person shall become and be treated as a Common Member for all purposes of this Agreement with respect to such Antidilution Units. Upon the execution and delivery of such written joinder agreement by such Person, the Member Schedule and the books and records of the Company shall be properly amended to reflect the number of Antidilution Units issued to such Person pursuant to Section 4.9(a), and, if such Person is admitted as a Common Member pursuant to the foregoing provisions of this Section 4.9(b), Exhibit C, the Member Schedule and the books and records of the Company shall be properly amended to reflect the status of such Person as a Common Member. (c) In the event the Company shall at any time after the date of this Agreement issue Additional Units (including Additional Units deemed to be issued pursuant to Section 4.9(d)), without consideration or for a consideration per Additional Unit less than the Series A Trigger Price or Series B Trigger Price, as applicable in effect immediately prior to such issue, then the Series A Trigger Price or Series B Trigger Price, as applicable, shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula: TP2 = TP1* (A + B) ÷ (A + C). For purposes of the foregoing formula, the following definitions shall apply: