Common use of Authorized Units Clause in Contracts

Authorized Units. From and after the date hereof and prior to the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of units of three classes: the GP Units, the Class C Exchangeable Units and the Class X Units. From and after the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five classes of Units as follows: (i) interests of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Units”); (ii) interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) who can demonstrate to the Partnership that they are Qualified Canadians will be represented by Class A exchangeable limited partnership units in the capital of the Partnership (“Class A Exchangeable Units”); (iii) all other interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by Class B exchangeable limited partnership units in the capital of the Partnership (“Class B Exchangeable Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”, and collectively with the Class A Exchangeable Units and the Class B Exchangeable Units, “Exchangeable Units”); and (v) Class D limited partnership units (“Class D Units”), which may be issued to a wholly-owned subsidiary of the General Partner immediately before all Exchangeable Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership shall be issued other than as specified in the Recitals hereto, by the preceding sentence or as set forth in Section 3.3(a). Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including: (a) the holders of Units will have the right to receive allocations of net income, net loss, taxable income and tax loss as provided in this Agreement; (b) the holders of the Units will have the right to share in returns of capital and to share in cash and any other distributions to Partners and to receive the remaining assets of the Partnership on dissolution or winding up in accordance with the terms of this Agreement; and (c) the holders of Units will have the right to receive notice of and to attend any meetings of Partners of the Partnership. Except as specified in this Agreement with respect to the General Partner and as otherwise specified in Sections 3.4, 3.5 and ‎3.13 or in Schedule A, no Partner will have any preference, priority or right in any circumstance over any other Partner in respect of the Units held by each. For greater certainty, the General Partner’s interest in the Partnership is a single interest defined by reference to the GP Units held by it and any other Units that it might acquire in accordance with this Agreement.

Authorized Units. From and after the date hereof and prior to the Merger Effective Time, the The only beneficial interests in the Partnership of the Partners will Company shall be divided into and represented by an unlimited units (“Units”). The total number of units of three classes: Units that the GP Company initially shall have authority to issue is 1,010,378,027 Units, of which (a) 890,000,000 shall be designated as Class A Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class A Unit,” and collectively, the “Class A Units”), (b) 100,000,000 shall be designated as Class B Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class B Unit,” and collectively, the “Class B Units”) and (c) 20,378,027 shall be designated as Class C Exchangeable Non-Voting Units having the rights, preferences, privileges and restrictions set forth in this Agreement and the Warrant (each, a “Class X Units. From C Non-Voting Unit,” and after the Merger Effective Timecollectively, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five classes of Units as follows: (i) interests of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Class C Non-Voting Units”); provided, however, that, subject to Section 4.2(c) (iix) interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) who can demonstrate the Managing Member may from time to the Partnership that they are Qualified Canadians will be represented by Class A exchangeable limited partnership units in the capital of the Partnership (“Class A Exchangeable Units”); (iii) all other interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by Class B exchangeable limited partnership units in the capital of the Partnership (“Class B Exchangeable Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”time, and collectively with the Class A Exchangeable Units and the Class B Exchangeable Units, “Exchangeable Units”); and (v) Class D limited partnership units (“Class D Units”), which may be issued to a wholly-owned subsidiary of the General Partner immediately before all Exchangeable Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership shall be issued other than as specified in the Recitals hereto, by the preceding sentence or as set forth in Section 3.3(a). Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including: (a) the holders of Units will have the right to receive allocations of net income, net loss, taxable income and tax loss as provided in this Agreement; (b) the holders of the Units will have the right to share in returns of capital and to share in cash and any other distributions to Partners and to receive the remaining assets of the Partnership on dissolution or winding up only in accordance with the terms of this Agreement and to the extent required by the Exchange Agreement; and , authorize the issuance of additional Class A Units, Class B Units and such Preferred Units with such rights, preferences, privileges and restrictions as the Managing Member shall designate as required by and in accordance with the terms of the Exchange Agreement and (cy) the holders this Agreement shall be amended in order to document such new classes of Preferred Units and their rights, preferences, privileges and restrictions and/or such authorized number of Units will have of existing classes of Units, in each case, with no further action required by the right to receive notice of Members. Class B Units and to attend any meetings of Partners of the Partnership. Except Class C Non-Voting Units each automatically shall be convertible only into Class A Units on a one-for-one basis as specified in this Agreement with respect to Section 3.2. All issuances of any Units after the General Partner and as otherwise specified in Sections 3.4, 3.5 and ‎3.13 or in Schedule A, no Partner will have any preference, priority or right in any circumstance over any other Partner in respect of the Units held by each. For greater certainty, the General Partner’s interest in the Partnership is a single interest defined by reference to the GP Units held by it and any other Units that it might acquire Effective Date shall be made in accordance with this Section 3.2 and the terms and provisions of the Exchange Agreement and, in the case of Class C Non-Voting Units, in accordance with the terms of the Warrant. Notwithstanding anything to the contrary herein, the Managing Member shall authorize the issuance of Class C Non-Voting Units as required by the terms of the Warrant, and the Class C Non-Voting Units shall be issued only upon the valid exercise of the Warrant and otherwise in accordance with the Exchange Agreement.. All issuances of Class A Units and Class B Units shall be made in accordance with the terms and provisions of the Exchange Agreement. The initial holdings of Units shall be as set forth on Schedule I.

Authorized Units. From and after the date hereof and prior to the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of units of three classes: the GP Units, the Class C Exchangeable Units and the Class X Units. From and after the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five classes of Units as follows: (i) interests of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Units”); Units”); (ii) interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) who can demonstrate to the Partnership that they are Qualified Canadians will be represented by Class A exchangeable limited partnership units in the capital of the Partnership (“Class A Exchangeable Units”); Units”); (iii) all other interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by Class B exchangeable limited partnership units in the capital of the Partnership (“Class B Exchangeable Units”); Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”, and collectively with the Class A Exchangeable Units and the Class B Exchangeable Units, “Exchangeable Units”); Units”); and (v) Class D limited partnership units (“Class D Units”), which may be issued to a wholly-owned subsidiary of the General Partner immediately before all Exchangeable Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership shall be issued other than as specified in the Recitals hereto, by the preceding sentence or as set forth in Section 3.3(a). Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including: (a) the holders of Units will have the right to receive allocations of net income, net loss, taxable income and tax loss as provided in this Agreement; (b) the holders of the Units will have the right to share in returns of capital and to share in cash and any other distributions to Partners and to receive the remaining assets of the Partnership on dissolution or winding up in accordance with the terms of this Agreement; and (c) the holders of Units will have the right to receive notice of and to attend any meetings of Partners of the Partnership. Except as specified in this Agreement with respect to the General Partner and as otherwise specified in Sections 3.4, 3.5 and ‎3.13 3.13 or in Schedule A, no Partner will have any preference, priority or right in any circumstance over any other Partner in respect of the Units held by each. For greater certainty, the General Partner’s interest in the Partnership is a single interest defined by reference to the GP Units held by it and any other Units that it might acquire in accordance with this Agreement.

Authorized Units. From and after the date hereof and prior to the Merger Effective Time, the The only beneficial interests in the Partnership of Company shall be units (“Units”). The Company shall have authority to issue Class A Units having the Partners will be divided into rights, preferences, privileges and represented by an unlimited number of units of three classes: the GP Unitsrestrictions set forth in this Agreement (each, a “Class A Unit” and, collectively, the “Class A Units”), Class B Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class B Unit” and, collectively, the “Class B Units”), and Class C Exchangeable Units having the rights, preferences, privileges and the restrictions set forth in Section 4.09(g) (each, a “Class X Units. From and after the Merger Effective TimeC Unit” and, collectively, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five classes of Units as follows: (i) interests of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Class C Units”); provided, however, that, subject to Section 4.01(h)(xii), (iii) interests the Board of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder Directors may from time to time authorize the issuance of Class D Units in their capacity as such) who can demonstrate to the Partnership that they are Qualified Canadians will be represented by additional Class A exchangeable limited partnership units in the capital of the Partnership (“Class A Exchangeable Units”); (iii) all other interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by and Class B exchangeable limited partnership units in the capital of the Partnership (“Class B Exchangeable Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”, and collectively with the Class A Exchangeable Units and the Class B Exchangeable Unitssuch other Units with such rights, “Exchangeable Units”); and (v) Class D limited partnership units (“Class D Units”), which may be issued to a wholly-owned subsidiary of the General Partner immediately before all Exchangeable Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership shall be issued other than as specified in the Recitals hereto, by the preceding sentence or as set forth in Section 3.3(a). Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions privileges and limitations provided in this Agreement including: (a) restrictions as the holders Board of Units will have the right to receive allocations of net income, net loss, taxable income and tax loss as provided in this Agreement; (b) the holders of the Units will have the right to share in returns of capital and to share in cash and any other distributions to Partners and to receive the remaining assets of the Partnership on dissolution or winding up Directors shall designate in accordance with the terms and conditions of this Agreement; and Agreement (cprovided that such rights, preferences or privileges shall not disproportionately impact the Economic Interests or voting rights of a Member in any material and adverse respect without the written consent of such Member except as otherwise set forth in Section 4.09(g)), and (ii) the holders this Agreement shall be amended in order to document such new classes of Units will have and their rights, preferences, privileges and restrictions and/or such authorized number of Units of existing classes of Units, in each case with no further action required by the right to receive notice of and to attend any meetings of Partners of the PartnershipMembers. Except as specified otherwise set forth in this Agreement with respect Section 4.09(g), the issuance of any Units after the Effective Date shall be subject to the General Partner Members’ Preemptive Rights and FNBO’s rights under Section 4.09(b)(ii), as otherwise specified applicable, shall be issued at a price at least equal to or greater than Fair Market Value and shall be paid for in Sections 3.4cash or, 3.5 and ‎3.13 in connection with an acquisition by the Company or in Schedule A, no Partner will have any preference, priority Subsidiary or right in the contribution by a Member of assets to the Company or any circumstance over any other Partner in respect of Subsidiary related to the Units held by each. For greater certainty, the General Partner’s interest Business or its strategic direction as outlined in the Partnership is a single interest defined Business Plan, cash or other property the Fair Market Value of which shall be determined in good faith by reference to the GP Board of Directors. The initial holdings of Units held by it and any other Units that it might acquire in accordance with this Agreement.shall be as set forth on Schedule I.

Authorized Units. From The only beneficial interests in the Company shall be units (“Units”). The total number of Units that the Company initially shall have authority to issue is ·(1) Units, of which (a) · shall be designated as Class A Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class A Unit,” and collectively, (1) NTD: Authorized unit figures to reflect the Company’s capitalization after giving effect to the date hereof and recapitalization occurring immediately prior to the Merger Effective TimeIPO (which will implement the “one Vantiv share” for “one Company Unit” capitalization structure). Authorized units will be calculated based on capitalization spreadsheet. the “Class A Units”), (b) · shall be designated as Class B Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class B Unit,” and collectively, the interests “Class B Units”) and (c) · shall be designated as Class C Non-Voting Units having the rights, preferences, privileges and restrictions set forth in this Agreement and the Partnership of the Partners will be divided into Warrant (each, a “Class C Non-Voting Unit,” and represented by an unlimited number of units of three classes: the GP Unitscollectively, the “Class C Exchangeable Units and the Class X Units. From and after the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five classes of Units as follows: (i) interests of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Non-Voting Units”); provided, however, that, subject to Section 4.2(c) (iix) interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) who can demonstrate the Managing Member may from time to the Partnership that they are Qualified Canadians will be represented by Class A exchangeable limited partnership units in the capital of the Partnership (“Class A Exchangeable Units”); (iii) all other interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by Class B exchangeable limited partnership units in the capital of the Partnership (“Class B Exchangeable Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”time, and collectively with the Class A Exchangeable Units and the Class B Exchangeable Units, “Exchangeable Units”); and (v) Class D limited partnership units (“Class D Units”), which may be issued to a wholly-owned subsidiary of the General Partner immediately before all Exchangeable Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership shall be issued other than as specified in the Recitals hereto, by the preceding sentence or as set forth in Section 3.3(a). Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including: (a) the holders of Units will have the right to receive allocations of net income, net loss, taxable income and tax loss as provided in this Agreement; (b) the holders of the Units will have the right to share in returns of capital and to share in cash and any other distributions to Partners and to receive the remaining assets of the Partnership on dissolution or winding up only in accordance with the terms of this Agreement and to the extent required by the Exchange Agreement; and , authorize the issuance of additional Class A Units, Class B Units and such Preferred Units with such rights, preferences, privileges and restrictions as the Managing Member shall designate as required by and in accordance with the terms of the Exchange Agreement and (cy) the holders this Agreement shall be amended in order to document such new classes of Preferred Units and their rights, preferences, privileges and restrictions and/or such authorized number of Units will have of existing classes of Units, in each case, with no further action required by the right to receive notice of Members. Class B Units and to attend any meetings of Partners of the Partnership. Except Class C Non-Voting Units each automatically shall be convertible only into Class A Units on a one-for-one basis as specified in this Agreement with respect to Section 3.2. All issuances of any Units after the General Partner and as otherwise specified in Sections 3.4, 3.5 and ‎3.13 or in Schedule A, no Partner will have any preference, priority or right in any circumstance over any other Partner in respect of the Units held by each. For greater certainty, the General Partner’s interest in the Partnership is a single interest defined by reference to the GP Units held by it and any other Units that it might acquire Effective Date shall be made in accordance with this Section 3.2 and the terms and provisions of the Exchange Agreement and, in the case of Class C Non-Voting Units, in accordance with the terms of the Warrant. Notwithstanding anything to the contrary herein, the Managing Member shall authorize the issuance of Class C Non-Voting Units as required by the terms of the Warrant, and the Class C Non-Voting Units shall be issued only upon the valid exercise of the Warrant and otherwise in accordance with the Exchange Agreement.. All issuances of Class A Units and Class B Units shall be made in accordance with the terms and provisions of the Exchange Agreement. The initial holdings of Units shall be as set forth on Schedule I.

Authorized Units. From and after the date hereof and prior to the Merger Effective Time, the The only interests in the Partnership of the Partners will Company shall be divided into and represented by an unlimited number of units of three classes: the GP Units, the Class C Exchangeable Units and the Class X Units. From and after the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five classes of Units as follows: (i) interests of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Units”); . The total number of Units that the Company shall have authority to issue shall be determined by the Manager. The Units shall be initially designated as (iia) interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) who can demonstrate to the Partnership that they are Qualified Canadians will be represented by Class A exchangeable limited partnership units Common Units having the rights, preferences, privileges and restrictions set forth in the capital of the Partnership this Agreement (each, a “Class A Exchangeable Units”); (iii) all other interests of Limited Partners (other than RoverCommon Unit,” and collectively, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by Class B exchangeable limited partnership units in the capital of the Partnership (“Class B Exchangeable Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”, and collectively with the Class A Exchangeable Units and the Class B Exchangeable Units, “Exchangeable Units”); and (v) Class D limited partnership units (“Class D Common Units”), which (b) Class B Common Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class B Common Unit,” and collectively, the “Class B Common Units”), and (c) Convertible Preferred Units having the rights, preferences, privileges and restrictions (which, subject to Section 4.2(b) and without prejudice to A/N’s rights under the Stockholders Agreement, may be junior to, equivalent to or senior to any existing or future class or series of Units) set forth in this Agreement (each, a “Convertible Preferred Unit,” and collectively, the “Convertible Preferred Units”). In addition to the foregoing, but subject to the third sentence of Section 4.2(b) of this Agreement and, subject to Section 4.8, Section 2.3(a) of the Exchange Agreement and without prejudice to A/N’s rights under the Stockholders Agreement, the Manager is hereby expressly authorized to take any action to create any class of Units that was not previously outstanding, designated or authorized, each having such relative rights, preferences, privileges, restrictions, and interests in profits, losses, allocations and distributions of the Company, including Units to be issued to a wholly-owned subsidiary directors and/or employees of New Charter, the Company or their respective Subsidiaries for compensation purposes, as may be determined by the Manager with no further action required by the Members. This Agreement shall be amended by the Manager in order to document such new classes of Units and their rights, preferences, privileges and restrictions and interests in profits, losses, allocations and distributions of the General Partner immediately before all Exchangeable Company, in each case, with no further action required by the Members. Class B Common Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership automatically shall be issued other than convertible only into Class A Common Units on a one-for-one basis as specified in Section 3.2. The Company may only issue Class A Common Units to members of the Recitals hereto, by the preceding sentence or Charter Group. The initial holdings of Units shall be as set forth in Section 3.3(a). Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including: (a) the holders of Units will have the right to receive allocations of net income, net loss, taxable income and tax loss as provided in this Agreement; (b) the holders of the Units will have the right to share in returns of capital and to share in cash and any other distributions to Partners and to receive the remaining assets of the Partnership on dissolution or winding up in accordance with the terms of this Agreement; and (c) the holders of Units will have the right to receive notice of and to attend any meetings of Partners of the Partnership. Except as specified in this Agreement with respect to the General Partner and as otherwise specified in Sections 3.4, 3.5 and ‎3.13 or in Schedule A, no Partner will have any preference, priority or right in any circumstance over any other Partner in respect of the Units held by each. For greater certainty, the General Partner’s interest in the Partnership is a single interest defined by reference to the GP Units held by it and any other Units that it might acquire in accordance with this Agreement.I.

Authorized Units. From and after the date hereof and prior to the Merger Effective Time, the The only beneficial interests in the Partnership of the Partners will Company shall be divided into and represented by an unlimited units (“Units”). The total number of units of three classes: Units that the GP Company initially shall have authority to issue is 111,594,203 Units, of which (a) 51,000,000 shall be designated as Class A Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class A Unit,” and collectively, the “Class A Units”), (b) 49,000,000 shall be designated as Class B Units having the rights, preferences, privileges and restrictions set forth in this Agreement (each, a “Class B Unit,” and collectively, the “Class B Units”) and (c) 11,594,203 shall be designated as Class C Exchangeable Non-Voting Units having the rights, preferences, privileges and restrictions set forth in this Agreement and the Warrant (each, a “Class X Units. From C Non-Voting Unit,” and after the Merger Effective Timecollectively, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five classes of Units as follows: (i) interests of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Class C Non-Voting Units”); provided, however, that, subject to Sections 4.1(h)(viii), 4.1(h)(xiv) and 4.2(e)(iii), and except as required by the terms of the Warrant (iix) interests the Board of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder Directors may from time to time authorize the issuance of Class D Units in their capacity as such) who can demonstrate to the Partnership that they are Qualified Canadians will be represented by additional Class A exchangeable limited partnership units in the capital of the Partnership (“Class A Exchangeable Units”); (iii) all other interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by Class B exchangeable limited partnership units in the capital of the Partnership (“Class B Exchangeable Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Units and Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”, and collectively with the Class A Exchangeable Units and the Class B Exchangeable Unitssuch other Units with such rights, “Exchangeable Units”); and (v) Class D limited partnership units (“Class D Units”), which may be issued to a wholly-owned subsidiary of the General Partner immediately before all Exchangeable Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership shall be issued other than as specified in the Recitals hereto, by the preceding sentence or as set forth in Section 3.3(a). Each of the Units will represent an interest in the Partnership having the preferences, privileges and restrictions as the Board of Directors shall designate so long as none of such rights, restrictions, conditions and limitations provided in this Agreement including: (a) the holders of Units will have the right to receive allocations of net income, net loss, taxable income and tax loss as provided in this Agreement; (b) the holders of the Units will have the right to share in returns of capital and to share in cash and any other distributions to Partners and to receive the remaining assets of the Partnership on dissolution preferences or winding up in accordance privileges are inconsistent with the terms of this Agreement; and Agreement or would deprive any Member of the rights it has as a Member (cfor the avoidance of doubt, dilution of Economic Interests and voting rights (other than rights set forth in Section 4.1(h)) shall not be deemed to deprive any Member of the holders rights it has as a Member), and (y) this Agreement shall be amended in order to document such new classes of Units will have and their rights, preferences, privileges and restrictions and/or such authorized number of Units of existing classes of Units, in each case, with no further action required by the right Members. Notwithstanding anything to receive notice the contrary herein, the Board shall authorize the issuance of and to attend any meetings of Partners additional Units as required by the terms of the PartnershipWarrant. Except as specified in this Agreement with respect The issuance of any Units after the Effective Date shall be subject to the General Partner Members’ Preemptive Rights, as applicable, shall be issued at a price equal to or greater than Fair Market Value and shall be paid for in cash or, in connection with an acquisition by the Company or any Subsidiary or the contribution by a Member of assets to the Company or any Subsidiary related to the Business or its strategic direction as otherwise specified outlined in Sections 3.4the Business Plan, 3.5 and ‎3.13 cash or other property, the Fair Market Value of which shall be determined in Schedule A, no Partner will have any preference, priority or right in any circumstance over any other Partner in respect Good Faith by the Board of Directors. The Class C Non-Voting Units shall be issued only upon the valid exercise of the Warrant. The initial holdings of Units held by each. For greater certainty, the General Partner’s interest in the Partnership is a single interest defined by reference to the GP Units held by it and any other Units that it might acquire in accordance with this Agreement.shall be as set forth on Schedule I.

Authorized Units. From and after the date hereof and prior The Company has authority to the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of units of three classes: the GP issue Common Units, the Class C Exchangeable Series A Preferred Units, Series B Preferred Units, Series B-1 Preferred Units and the Class X Units. From and after the Merger Effective Time, the interests in the Partnership of the Partners will be divided into and represented by an unlimited number of five such other classes or series of Units as follows: (i) interests may be approved by the Board and each of the General Partner will be represented by general partnership units in the capital of the Partnership (“GP Units”); (ii) interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) who can demonstrate to the Partnership that they are Qualified Canadians will be represented by Class A exchangeable limited partnership units in the capital of the Partnership (“Class A Exchangeable Units”); (iii) all other interests of Limited Partners (other than Rover, Rover’s permitted transferees that are wholly-owned by Polaris or any holder of Class D Units in their capacity as such) will be represented by Class B exchangeable limited partnership units in the capital of the Partnership (“Class B Exchangeable Units”); (iv) interests of Rover or its permitted transferees that are wholly-owned by Polaris will be represented by Class C exchangeable limited partnership units in the capital of the Partnership (“Class C Exchangeable Units”, and collectively with the Class A Exchangeable Units and the Class B Exchangeable Units, “Exchangeable Units”); and (v) Class D limited partnership units (“Class D Units”), which may be issued to a wholly-owned subsidiary of the General Partner immediately before all Exchangeable Units cease to be Outstanding. No Partnership Interests or other equity interests in the Partnership shall be issued other than as specified in the Recitals hereto, by the preceding sentence or as set forth in Section 3.3(a). Each of the Units will represent an interest in the Partnership having the preferences, rights, restrictions, conditions and limitations provided in this Agreement including: (a) the holders of Units will have the right to receive allocations of net income, net loss, taxable income and tax loss as provided in this Agreement; (b) the holders of the Units will have the right to share in returns of capital and to share in cash and any other distributions to Partners and to receive the remaining assets of the Partnership on dissolution or winding up Significant Securityholders in accordance with the terms of this Agreement; and . As of the Effective Date, the authorized LLC Capital Units are (a) (i) that number of Common Units equal to the number of shares of Common Stock, par value $0.001 per share, of Holdco (“Common Stock”) which are issued and outstanding as of the Effective Date, all of which Common Units are issued and outstanding and held by Holdco as the sole holder of Common Units as of the Effective Date, plus (ii) such additional number of Common Units as may be issued in accordance with the terms of this Agreement and the Master Rights Agreement, including, without limitation, (A) upon the conversion of Series A Preferred Units, Series B Preferred Units and/or Series B-1 Preferred Units pursuant to the terms hereof, (B) upon the issuance of Common Stock of Holdco pursuant to the Holdco Stock Plan as provided in Section 3.4(b), and (C) as contemplated by Sections 4.2 and 9.1 of the Master Rights Agreement, minus (iii) such number of Common Units as may be purchased or repurchased from Holdco or otherwise retired in accordance with the terms of this Agreement and the Master Rights Agreement, including, without limitation, (A) upon the repurchase or other retirement for any reason of Common Stock of Holdco by Holdco pursuant to the Holdco Stock Plan in accordance with Section 3.4(b), and (B) as contemplated by Section 9.1(f) of the Master Rights Agreement, (b) 3,900,000 Series A Preferred Units, all of which are issued and outstanding and held by Holdco as the sole holder of Series A Preferred Units as of the Effective Date, (c) 6,510,860 Series B Preferred Units, all of which are issued and outstanding and owned by the holders of Series B Preferred Units will have the right to receive notice of and to attend any meetings of Partners as reflected on Exhibit A hereto as of the PartnershipEffective Date, and (d) 488,281 Series B-1 Preferred Units, of which 65,105 Units are issued and outstanding and held by Holdco as the sole holder of Series B-1 Preferred Units as of the Effective Date. Except as specified The number of Common Units, Series A Preferred Units, Series B Preferred Units and Series B-1 Preferred Units held by Holdco shall equal the number of shares of Common Stock, Series A Preferred Stock, Series B Preferred Stock and Series B-1 Preferred Stock, respectively, of Holdco that are issued and outstanding in this compliance with the terms of the Master Rights Agreement from time to time. In addition, if Holdco should issue any future class or series of capital stock in compliance with the terms of the Master Rights Agreement with respect to which Corresponding Units (as defined in the General Partner Master Rights Agreement) are designated, then the number of such Corresponding Units outstanding and as otherwise specified held by Holdco shall equal the number of shares of such future class or series of capital stock of Holdco which are issued and outstanding in Sections 3.4, 3.5 and ‎3.13 or in Schedule A, no Partner will have any preference, priority or right in any circumstance over any other Partner in respect compliance with the terms of the Master Rights Agreement. All Units held issued hereunder shall be uncertificated Units unless otherwise determined by each. For greater certainty, the General Partner’s interest in the Partnership is a single interest defined by reference to the GP Units held by it and any other Units that it might acquire in accordance with this AgreementBoard.