Issuance of Additional Units Sample Clauses

Issuance of Additional Units. (i) After the Effective Date, the Partnership may issue additional Preferred Units to the Institutional Investor and the Intrepid Investor in accordance with the terms of this Section 3.1(c)(i) and Section 3.1(c)(iii) with a purchase price for each such Preferred Unit of $1,000 per Preferred Unit, as determined by the General Partner and subject to the limitations contained in the GP LLC Agreement. Prior to issuing any such Preferred Units, the General Partner shall send a written notice notifying the Institutional Investor and the Intrepid Investor of the number of additional Preferred Units the Partnership desires to issue. Upon receipt of such notice, the Intrepid Investor shall have ten (10) Business Days to elect to participate in such issuance (the “Intrepid Election Period”). The Intrepid Investor may purchase up to three percent (3.0%) of such additional Preferred Units by delivering written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period, which notice shall be irrevocable and shall identify how many of the additional Preferred Units the Intrepid Investor desires to purchase. If the Intrepid Investor fails to deliver such written notice to the General Partner and the Institutional Investor prior to the end of the Intrepid Election Period irrevocably committing the Intrepid Investor to purchase three percent (3%) of such additional Preferred Units in the issuance (or at least such lesser amount that would result in the Intrepid Investor owning not more than a total of 24,000 Preferred Units in the aggregate after giving effect to the purchase), then the Intrepid Investor shall not be permitted to participate in such issuance. (ii) If, after the Effective Date, (A) an event of default or borrowing base deficiency (or analogous term or event) under any Senior Debt Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries (including, without limitation, any Replacement Credit Agreement) has occurred and such event of default remains uncured by the Partnership or other Subsidiary, as applicable, then for ten (10) Business Days following receipt by the General Partner of notice of such event or default or (B) any Senior Debt Agreement, Replacement Credit Agreement or any other agreements governing any material Indebtedness of any of the Partnership or its Subsidiaries prohibits either the payment by the Partnership of any Tax Distributi...

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. Subject to the restrictions set forth in this Agreement, including, but not limited to those set forth in the final sentence of this SECTION 5.3 and SECTION 6.5, in the event the Manager determines, in its sole discretion, that additional funding is required for any reason not inconsistent with the business and purpose of the Company, the Manager may cause the Company to obtain such additional funding from one or more third parties, who may be, but are not required to be, existing Members or Affiliates, on such terms and conditions as the Manager may determine in its sole and absolute discretion. Such additional funding may be in the form of equity and/or debt, and may be obtained through the creation, sale and issuance of one or more existing or new classes or series of Units (“Additional Units”), the purchase price, rights, powers, preferences, obligations, qualifications, limitations and restrictions of which may be established by the Manager in its sole discretion. Such Additional Units may, subject to the applicable restrictions set forth in SECTION 6.5 and the final sentence of this SECTION 5.3, (i) rank senior to, junior to, or pari passu with any class or series of Units as to payment or the distributions of assets on liquidation, (ii) bear a stated distribution or allocation and/or rank senior to, junior to, or pari passu with any class or series of Units as to distributions of Available Cash and/or allocations of Net Income and/or Net Losses, (iii) be redeemable by the holder thereof, (iv) have voting or other rights with respect to the management of the Company that rank senior to, junior to, or pari passu with any class or series of Units, and/or (v) otherwise have rights, powers or preferences that are senior (or otherwise superior) to, junior to, or pari passu with, any outstanding class or series of Units. Notwithstanding the provisions of ARTICLE 14, the Manager shall have the right to amend this Agreement, without consent of any Member, to reflect the relative rights, powers, preferences, obligations, qualifications, limitations, and restrictions of any additional classes or series of Additional Units in connection with the creation and issuance thereof. Notwithstanding anything in this SECTION 5.3 to the contrary, that if the terms and conditions of any additional funding or the rights and preferences of any Additional Units would result in the subordination, reduction and/or dilution of the Preferred Members’ voting, economic or distribu...

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. 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 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. 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. (i) If, following the IPO, TEGP issues Class A Shares (other than an issuance of the type covered by Section 3.1(c)(ii)), TEGP shall promptly contribute to the Company all the net proceeds (if any) received by TEGP with respect to such Class A Shares. Upon the contribution by TEGP to the Company of all of such net proceeds (if any) so received by TEGP, the Managing Member shall cause the Company to issue a number of Units equal to the number of Class A Shares issued, registered in the name of TEGP, such that, at all times, the number of Units held by TEGP equals the number of outstanding Class A Shares. (ii) At any time TEGP issues one or more Class A Shares in connection with an equity incentive program, whether such share or shares are issued upon exercise (including cashless exercise) of an option, settlement of a restricted stock unit, as restricted stock or otherwise, the Managing Member shall cause the Company to issue an equal number of Units, registered in the name of TEGP; provided that TEGP shall be required to contribute all (but not less than all) the net proceeds (if any) received by TEGP from or otherwise in connection with such issuance of one or more Class A Shares, including the exercise price of any option exercised, to the Company. If any such Class A Shares so issued by TEGP in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Units that are issued by the Company to TEGP in connection therewith in accordance with the preceding provisions of this Section 3.1(c)(ii) shall be subject to vesting or forfeiture on the same basis; if any of such Class A Shares vest or are forfeited, then an equal ...

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. (b) All Partnership Interests issued by the Partnership shall be fully paid Partnership Interests.

Issuance of Additional Units. (a) Except for issuances of Units to Holdings pursuant to Section 3.4(b)(ii), from and after the issuance of the Exchangeable Units issued in connection with the Units Merger, the Partnership shall not issue any Units to Holdings nor any Units to any other Person. (b) The General Partner may, in its discretion, either retain the net proceeds from such issuance for use by the Partnership, or may cause the Partnership to distribute the net proceeds from any issuance of Units to Holdings for the purposes of funding redemption, repurchase or acquisition of Holdings Shares in accordance with Section 3.4(d). (c) No Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Interests, whether unissued, held in the treasury or hereafter created. (d) All Partnership Interests issued by the Partnership shall be fully paid and non-assessable Partnership Interests.