Common use of Issuance of Additional Units Clause in Contracts

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 distribution rights, the Manager must obtain the prior written consent of the Preferred Members holding at least a majority of the Preferred Units then outstanding.

Issuance of Additional Units. Subject to the restrictions set forth in provisions of 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 Companyincluding Section 13.02, the Manager may is hereby authorized to cause the Company from time to obtain such time to issue to any Person or Persons additional funding from Units in one or more third partiesclasses, who may beor one or more series of any of such classes, but are not required to bewith such designations, existing Members preferences and relative, participating, optional or Affiliatesother special rights, on such terms powers and conditions as duties, if the Manager may determine determines in good faith that the Company has or will have a need for additional Capital Contributions for any proper Company purpose. The Manager shall make such determination to issue additional Units in its sole and absolute discretion. Such additional funding may be in discretion and without the form approval of equity and/or debtany of the Members, including (a) the allocations of items of Company income, gain, loss, deduction and may be obtained through credit to each such class or series of Units, (b) the creation, sale and issuance right of one or more existing or new classes each such class or series of Units to share in Company distributions, (“Additional c) the rights of each such class or series of Units upon dissolution and liquidation of the Company, (d) the price at and the terms and conditions on which such class or series of Units may be redeemed by the Company, if such Units are redeemable by the Company, (e) the rate at and the terms and conditions on which such class or series of Units may be converted into any other class or series of Units”), if any class or series of Units are issued with the privilege of conversion, and (f) the right of such class or series of Units to vote on matters relating to the relative rights and preferences of such class or other matters. Upon the issuance of any class or series of Units, the purchase priceManager may amend any provision of this Agreement and may add any new provision to this Agreement, rightsand execute, powersswear to, preferencesacknowledge, obligationsdeliver, qualifications, limitations file and restrictions of which record amended Articles and whatever other documents may be established by required in connection therewith, as shall be necessary or desirable to reflect the Manager in its sole discretion. Such Additional issuance of such class or series of Units may, subject to the applicable restrictions set forth in SECTION 6.5 and the final sentence relative rights and preferences of this SECTION 5.3, (i) rank senior to, junior to, or pari passu with any such class or series of Units as to payment the matters set forth in the preceding sentence; provided, however, that no amendment shall be permitted hereunder that would require the consent of a Member or the distributions class of assets on liquidation, (iiMembers under Section 15.05(b) bear a stated distribution unless such consent is obtained in connection therewith. The Manager is authorized and directed to do all things it deems to be necessary or allocation and/or rank senior to, junior to, or pari passu advisable in connection 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, such future issuance to reflect the relative rights, powers, preferences, obligations, qualifications, limitations, issuance of the Units and restrictions the admission of any additional classes Member acquiring the Units, including compliance with any statute, rule, regulation 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 guideline of any additional funding U.S. federal, state, or other governmental agency or any securities exchange on which the rights and preferences of any Additional Units would result in the subordination, reduction and/or dilution of the Preferred Members’ voting, economic or distribution rights, the Manager must obtain the prior written consent of the Preferred Members holding at least a majority of the Preferred Units then outstandingother such security is listed for trading.

Issuance of Additional Units. (a) Subject to the restrictions set forth provisions of Section 4.01, Section 11.08 and Section 15.01(b), the Board is hereby authorized to cause the Company from time to time to issue to any Person or Persons additional Units in this Agreementone 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, all as shall be determined by the Board in its sole and absolute discretion and without the approval of any of the Members, including, but not limited to, (a) the allocations of items of Company income, gain, loss, deduction and credit to those set forth each such class or series of Units, (b) the right of each such class or series of Units to share in Company distributions, (c) the final sentence rights of this SECTION 5.3 each such class or series of Units upon dissolution 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 liquidation of the Company, (d) the Manager may cause price at and 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 on which such class or series of Units may be redeemed by the Company, if such Units are redeemable by the Company, (“Additional e) the rate at and the terms and conditions on which such class or series of Units may be converted into any other class or series of Units”), if any class or series of Units are issued with the privilege of conversion, and (f) the right of such class or series of Units to vote on matters relating to the relative rights and preferences of such class or other matters. Upon the issuance of any class or series of Units in accordance with Section 4.01 and Section 11.08, the purchase priceBoard may amend any provision of this Agreement and may add any new provision to this Agreement, rightsand execute, powersswear to, preferencesacknowledge, obligationsdeliver, qualifications, limitations file and restrictions record an amended Certificate of which Formation and whatever other documents may be established by required in connection therewith, as shall be necessary or desirable to reflect the Manager in its sole discretion. Such Additional issuance of such class or series of Units may, subject to the applicable restrictions set forth in SECTION 6.5 and the final sentence relative rights and preferences of this SECTION 5.3, (i) rank senior to, junior to, or pari passu with any such class or series of Units as to payment the matters set forth in the preceding sentence. The Board is authorized and directed to do all things it deems to be necessary or the distributions of assets on liquidation, (ii) bear a stated distribution or allocation and/or rank senior to, junior to, or pari passu advisable in connection 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, such future issuance to reflect the relative rights, powers, preferences, obligations, qualifications, limitations, issuance of the Units and restrictions the admission of any additional classes Member acquiring the Units, including, without limitation, compliance with any statute, rule, regulation or series guideline of Additional any federal, state or other governmental agency or any securities exchange on which the Units in connection with the creation and issuance thereof. or other such security is listed for trading. (b) Notwithstanding anything in this SECTION 5.3 Agreement 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 distribution rights, the Manager must obtain the prior written consent of the Preferred Members holding at least a majority of the Preferred Units then outstandingCompany shall be authorized to issue up to 4,000,000 Class B Units.

Issuance of Additional Units. Subject The Manager may, with the written consent of ▇▇▇▇▇, for so long as ▇▇▇▇▇ is a Member (it being understood that any such consent right of ▇▇▇▇▇ shall not be applicable at any time that ▇. ▇▇▇▇▇ Securities, Inc. (together with any successors and assigns, the “Senior Agent”) or any of its affiliate, is pursuing any enforcement action or remedies at law or equity with respect to the restrictions set forth in this amounts or other obligations owed to any lender under that certain Credit Agreement, includingdated as of July 2, but not limited 2021 (as amended, restated or otherwise modified from time 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 Companytime, 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 UnitsSenior Credit Agreement”), by and among Cadiz, 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 Senior Agent and the final sentence of this SECTION 5.3other parties party thereto or any other Loan Document (as defined in the Senior Credit Agreement)), from time to time (i) rank senior to, junior to, increase or pari passu with any class or series decrease (but not below the total number of then-outstanding Units) the total number of Units as that the Company is authorized to payment or issue and 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 number 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 constituting any class or series of Units, and/or (vii) otherwise have authorize the issuance of additional classes or series of Units and fix and determine the designation and the relative rights, powers preferences, privileges and restrictions granted to or imposed on such additional classes and series of Units (including the rights, preferences and privileges that are senior (to or otherwise superior) tohave preference over the rights, junior to, preferences or pari passu with, privileges of any then outstanding or authorized class or series of Units), and (iii) amend or restate this Agreement as necessary to effect any or all of the foregoing. Notwithstanding Additional Units may be issued for such Capital Contributions (including Capital Contributions of equity interests in other entities and of other property) and with such rights, privileges and preferences as shall be determined by the provisions of ARTICLE 14Manager and as approved by ▇▇▇▇▇. In addition, the Manager may, with the written consent of ▇▇▇▇▇ (it being understood that any such consent right of ▇▇▇▇▇ shall have not be applicable at any time that the right Senior Agent or any of its affiliate, is pursuing any enforcement action or remedies at law or equity with respect to amend amounts or other obligations owed to any lender under the Senior Credit Agreement or any other Loan Document), for so long as ▇▇▇▇▇ is a Member, from time to time award Units in the Company to Persons who provide services to the Company on such terms and with such rights, privileges and preferences as shall be determined by the Manager and as approved by ▇▇▇▇▇. If the issuance of additional Units has been properly approved in accordance with this Agreement, without consent of any Member, the Persons to reflect the relative rights, powers, preferences, obligations, qualifications, limitations, and restrictions of any whom such additional classes or series of Additional Units in connection with the creation and issuance thereof. Notwithstanding anything in this SECTION 5.3 have been issued shall automatically be admitted to the contraryCompany as Members with respect to such additional Units, that if subject to (A) such Person executing and delivering such instruments, in form and substance satisfactory to the terms and conditions of any additional funding or the rights and preferences of any Additional Units would result in the subordinationManager, reduction and/or dilution of the Preferred Members’ voting, economic or distribution rights, as the Manager must obtain the prior written consent of the Preferred Members holding at least a majority of the Preferred Units then outstanding.shall deem necessary or appropriate, and

Issuance of Additional Units. Subject to the restrictions set forth in provisions of Section 9.05, Section 9.06, Section 9.07, and Section 15.05 of this Agreement, the Board of Directors is hereby authorized to cause the Partnership from time to time to issue to any Person or Persons additional Units 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, all as shall be determined by the Board of Directors in its sole and absolute discretion and without the approval of any of the Partners, including, but not limited to, (a) the allocations of items of Partnership income, gain, loss, deduction and credit to those set forth in each such class or series of Units, (b) the final sentence right 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 each 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 class or series of Units to share in Partnership distributions, (“Additional c) the rights of each such class or series of Units upon dissolution and liquidation of the Partnership, (d) the price at and the terms and conditions on which such class or series of Units may be redeemed by the Partnership, if such Units are redeemable by the Partnership, (e) the rate at and the terms and conditions on which such class or series of Units may be converted into any other class or series of Units”, if any class or series of Units are issued with the privilege of conversion, and (f) the right of such class or series of Units to vote on matters relating to the relative rights and preferences of such class or other matters. Upon the issuance of any class or series of Units, the Board of Directors, without the consent at the time of any Partner, may amend any provision of this Agreement and may add any new provision to this Agreement (subject to Section 15.05, which sets forth certain amendments to this Agreement which require the approval of the holders of a specified percentage of Units (Profits Interest)), the purchase priceand execute, rightsswear to, powersacknowledge, preferencesdeliver, obligations, qualifications, limitations file and restrictions record an amended Certificate of which Limited Partnership and whatever other documents may be established by required in connection therewith, as shall be necessary or desirable to reflect the Manager in its sole discretion. Such Additional issuance of such class or series of Units may, subject to the applicable restrictions set forth in SECTION 6.5 and the final sentence relative rights and preferences of this SECTION 5.3, (i) rank senior to, junior to, or pari passu with any such class or series of Units as to payment the matters set forth in the preceding sentence. The Board of Directors is authorized and directed to do all things it deems to be necessary or the distributions of assets on liquidation, (ii) bear a stated distribution or allocation and/or rank senior to, junior to, or pari passu advisable in connection 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, such future issuance to reflect the relative rights, powers, preferences, obligations, qualifications, limitations, issuance of the Units and restrictions the admission of any additional classes Partner acquiring the Units, including, without limitation, compliance with any statute, rule, regulation 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 guideline of any additional funding federal, state or other governmental agency or any securities exchange on which the rights and preferences of any Additional Units would result in the subordination, reduction and/or dilution of the Preferred Members’ voting, economic or distribution rights, the Manager must obtain the prior written consent of the Preferred Members holding at least a majority of the Preferred Units then outstandingother such security is listed for trading.