Common use of Issuance of Additional Units Clause in Contracts

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 number of Units issued by the Company in accordance with the preceding provisions of this Section 3.1(c)(ii) shall automatically vest or be forfeited. (iii) For purposes of this Section 3.1(c), “net proceeds” means gross proceeds to TEGP from the issuance of Class A Shares or other securities less all bona fide out-of-pocket expenses of TEGP, the Company and their respective Subsidiaries in connection with such issuance.

Issuance of Additional Units. The Managing Member Management Committee shall have the right to cause the Company to issue and/or create and issue at any time after preferred units in connection with the exercise of the Company's rights and/or obligations to purchase Class A Units, Class B Units and Class C Units from certain Members each of whom is also a party to a Management Stock Purchase and Unit Subscription Agreement, dated as of the date hereof, by and for between such amount Member 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 collectively, the "MANAGEMENT STOCK PURCHASE AND UNIT SUBSCRIPTION AGREEMENTS"). Subject to the provisions of the Management Stock Purchase and Unit Subscription Agreement, the Management Committee shall determine the terms and conditions governing the issuance of any of such powerspreferred units. In addition, designations, preferences and rights as may be determined by the Managing Member), subject to Section 11.3. The Managing Member Management Committee shall have the power right to make issue Class B Units and Class C Units; PROVIDED THAT, the Management Committee shall not authorize the issuance of either Class B Units or Class C Units in excess of the number of such amendments to this Agreement in order to provide for such powersClass B Units and Class C Units, designations, preferences and rights as the Managing Member in its discretion deems necessary case may be, issued as of the date hereof (it being understood that any Class B Units or appropriate to give effect Class C Units repurchased by the Company shall no longer be considered "issued" for purposes hereof) unless (A) for so long as he serves as Chief Executive Officer of ▇▇▇▇▇▇▇ Foods, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ provides his written consent to such additional authorization issuance or issuance in accordance with (B) if ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ shall cease to be the provisions Chief Executive Officer of this Section 3.1(c) and Section 11.3. (i) If▇▇▇▇▇▇▇ Foods, following the IPOholders of a majority of the outstanding Class B Units or Class C Units, TEGP issues as the case may be, approve such issuance. In addition, the holders of a majority of Class A Shares (other than an issuance of Units shall have the type covered by Section 3.1(c)(ii)), TEGP shall promptly contribute right 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 create and issue a number of Units equal to additional units, PROVIDED that no such issuance shall adversely affect the number of relationship among the 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 B Units and Class A Shares so issued by TEGP in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the C 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 number of Units issued by the Company in accordance with the preceding provisions of this Section 3.1(c)(ii) shall automatically vest or be forfeitedas set forth herein. (iii) For purposes of this Section 3.1(c), “net proceeds” means gross proceeds to TEGP from the issuance of Class A Shares or other securities less all bona fide out-of-pocket expenses of TEGP, the Company and their respective Subsidiaries in connection with such issuance.

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(c3.1(d) and Section 11.3. (i) If, following the IPO, TEGP JEI issues shares of Class A Shares Common Stock (other than an issuance of the type covered by Section 3.1(c)(ii3.1(d)(ii)), TEGP JEI shall promptly contribute to the Company all the net proceeds (if any) received by TEGP JEI with respect to such Class A SharesCommon Stock. Upon the contribution by TEGP JEI to the Company of all of such net proceeds (if any) so received by TEGPJEI, the Managing Member shall cause the Company to issue a number of Units equal to the number of shares of Class A Shares Common Stock issued, registered in the name of TEGPJEI, such that, at all times, the number of Units held by TEGP JEI equals the number of outstanding shares of Class A SharesCommon Stock. (ii) At any time TEGP JEI issues one or more shares of Class A Shares Common Stock 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 TEGPJEI; provided that TEGP JEI shall be required to contribute all (but not less than all) the net proceeds (if any) received by TEGP JEI from or otherwise in connection with such issuance of one or more shares of Class A SharesCommon Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Shares Common Stock so issued by TEGP JEI 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 JEI in connection therewith in accordance with the preceding provisions of this Section 3.1(c)(ii3.1(d)(ii) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Shares Common Stock vest or are forfeited, then an equal number of Units issued by the Company in accordance with the preceding provisions of this Section 3.1(c)(ii3.1(d)(ii) shall automatically vest or be forfeited. Any cash or property held by either JEI or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock. (iii) For purposes of this Section 3.1(c3.1(d), “net proceeds” means gross proceeds to TEGP JEI from the issuance of Class A Shares Common Stock or other securities less all bona fide out-of-pocket expenses of TEGPJEI, the Company and their respective Subsidiaries in connection with such issuance.

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(c3.1(d) and Section 11.3. (i) If, following the IPOAugust 2016 Offering Transactions, TEGP JEI issues shares of Class A Shares Common Stock (other than an issuance of the type covered by Section 3.1(c)(ii3.1(d)(ii) or the last sentence of Section 4.1(a)), TEGP JEI shall promptly contribute to the Company all the net proceeds (if any) received by TEGP JEI with respect to such Class A SharesCommon Stock. Upon the contribution by TEGP JEI to the Company of all of such net proceeds (if any) so received by TEGPJEI, the Managing Member shall cause the Company to issue a number of Common Units equal to the number of shares of Class A Shares Common Stock issued, registered in the name of TEGPJEI, such that, at all times, the number of Common Units held by TEGP JEI equals the number of outstanding shares of Class A SharesCommon Stock. (ii) At any time TEGP JEI issues one or more shares of Class A Shares Common Stock 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 Common Units, registered in the name of TEGPJEI; provided that TEGP JEI shall be required to contribute all (but not less than all) the net proceeds (if any) received by TEGP JEI from or otherwise in connection with such issuance of one or more shares of Class A SharesCommon Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Shares Common Stock so issued by TEGP JEI in connection with an equity incentive program are subject to vesting or forfeiture provisions, then the Common Units that are issued by the Company to TEGP JEI in connection therewith in accordance with the preceding provisions of this Section 3.1(c)(ii3.1(d)(ii) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Shares Common Stock vest or are forfeited, then an equal number of Common Units issued by the Company in accordance with the preceding provisions of this Section 3.1(c)(ii3.1(d)(ii) shall automatically vest or be forfeited. Any cash or property held by either JEI or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock. (iii) If, following the August 2016 Offering Transactions, JEI issues additional shares of Series A Preferred Stock, JEI shall promptly contribute to the Company all the net proceeds (if any) received by JEI with respect to such Series A Preferred Stock. Upon the contribution by JEI to the Company of all of such net proceeds (if any) so received by JEI, the Managing Member shall cause the Company to issue a number of Series A Preferred Units equal to the number of shares of Series A Preferred Stock issued, registered in the name of JEI, such that, at all times, the number of Series A Preferred Units held by JEI equals the number of outstanding shares of Series A Preferred Stock. (iv) For purposes of this Section 3.1(c3.1(d), “net proceeds” means gross proceeds to TEGP JEI from the issuance of Class A Shares Common Stock or other securities less all bona fide out-of-pocket expenses of TEGPJEI, the Company and their respective Subsidiaries in connection with such issuance.

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 11.39.2. 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(c2.1(c) and Section 11.39.2. (i) If, following the IPO, TEGP Malibu Boats issues shares of Class A Shares Common Stock (other than an issuance of the type covered by Section 3.1(c)(ii2.1(c)(ii)), TEGP Malibu Boats shall promptly contribute to the Company all the net proceeds and property (if any) received by TEGP Malibu Boats with respect to such Class A SharesCommon Stock. Upon the contribution by TEGP Malibu Boats to the Company of all of such net proceeds and property (if any) so received by TEGPMalibu Boats, the Managing Member shall cause the Company to issue a number of Units equal to the number of shares of Class A Shares Common Stock issued, registered in the name of TEGPMalibu Boats, such that, at all times, the number of Units held by TEGP Malibu Boats equals the number of outstanding shares of Class A SharesCommon Stock. (ii) At any time TEGP Malibu Boats issues one or more shares of Class A Shares Common Stock 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 TEGPMalibu Boats; provided that TEGP Malibu Boats shall be required to contribute all (but not less than all) the net proceeds and property (if any) received by TEGP Malibu Boats from or otherwise in connection with such issuance of one or more shares of Class A SharesCommon Stock, including the exercise price of any option exercised, to the Company. If any such shares of Class A Shares Common Stock so issued by TEGP Malibu Boats 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 Malibu Boats in connection therewith in accordance with the preceding provisions of this Section 3.1(c)(ii2.1(c)(ii) shall be subject to vesting or forfeiture on the same basis; if any of such shares of Class A Shares Common Stock vest or are forfeited, then an equal number of Units issued by the Company in accordance with the preceding provisions of this Section 3.1(c)(ii2.1(c)(ii) shall automatically vest or be forfeited. Any cash or property held by either Malibu Boats or the Company or on either’s behalf in respect of dividends paid on restricted Class A Common Stock that fail to vest shall be returned to the Company upon the forfeiture of such restricted Class A Common Stock. (iii) For purposes of this Section 3.1(c2.1(c), “net proceeds” means gross proceeds to TEGP Malibu Boats from the issuance of Class A Shares Common Stock or other securities less all bona fide out-of-pocket expenses of TEGPMalibu Boats, the Company and their respective Subsidiaries in connection with such issuance.