Common use of Issuance of Class B Units Clause in Contracts

Issuance of Class B Units. As soon as practicable after each Distribution Date, the Board shall determine (w) the estimated amount of Disputed Claims and Estimated Claims as of such Distribution Date that may become Allowed Claims under the Plan, (x) the Estimated Additional Pro Rata Share for each holder of a Disputed Claim and Estimated Claim as of the Effective Date whose Disputed Claim or Estimated Claim has become an Allowed Claim during the Quarterly Period ending on such Distribution Date, (y) the Estimated Pro Rata Share for each existing Class A Member and Class B Member as of such Distribution Date and (z) the amount of any increase to the Maximum Class A/B Unit Amount. Promptly after such determinations: (i) the Company shall issue to each holder of a Disputed Claim or Estimated Claim as of the Effective Date whose Disputed Claim or Estimated Claim has become an Allowed Claim during the Quarterly Period ending on such Distribution Date (A) a number of Class B Units equal to such holder’s Estimated Additional Pro Rata Share multiplied by the Maximum Class A/B Unit Amount as of such Distribution Date, and such issuance shall be reflected on Schedule A-1 and such holder shall be a Class B Member as of such Distribution Date upon execution and delivery to the Company of a counterpart signature page to this Agreement (provided that if such holder was already a Class A Member or Class B Member immediately prior to such Distribution Date, such holder shall not be required to execute and deliver such counterpart signature page), and (B) to the extent of Available Cash (after taking into account any distributions required under Section 11.1(i)), as determined by the Board, any distributions to which such holder is entitled under Section 11.1(ii) with respect to such Class B Units; (ii) subject to clause (iii) below, in the event that either (x) during the Quarterly Period ending on such Distribution Date, any Disputed Claim or Estimated Claim has been rejected or otherwise resolved without becoming an Allowed Claim and the Estimated Pro Rata Shares of the Class A Members and Class B Members as of such Distribution Date have _________________________ 1 A total of 19,000,000 Class A Units and Class B Units will be authorized. The number of authorized Class A Units will equal the number of Class A Units issued as of the Effective Date. Class A Units will only be issued as of the Effective Date. The number of authorized Class B Units will be equal to (a) 19,000,000 minus (b) the number of authorized Class A Units. Class B Units will only be issued after the Effective Date. It is anticipated that 9,500,000 total Class A Units and Class B Units will be issued; however, an additional 9,500,000 Class B Units are being authorized to ensure that sufficient Class B Units are available in the event that the amount of Disputed Claims that become Allowed Claims exceeds estimates. Similarly, a total of 500,000 Class C Units are anticipated to be issued, but an additional 500,000 Class C Units are authorized for issuance if needed to ensure that 5% of the outstanding Units are available for issuance to management. increased since the immediately preceding Distribution Date (or since the Effective Date, in case of the initial Distribution Date), or (y) the Board has increased the Maximum Class A/B Unit Amount as of such Distribution Date, the Company shall issue to each Class A Member and Class B Member as of such Distribution Date (other than any Class B Member who first became a Class B Member on such Distribution Date) (A) such number of additional Class B Units as is necessary to make the total number of Class A Units and Class B Units held by such Member equal to the Estimated Pro Rata Share of such Member as of such Distribution Date multiplied by the Maximum Class A/B Unit Amount as of such Distribution Date, and such issuance shall be reflected on Schedule A-1, and (B) to the extent of Available Cash (after taking into account any distributions required under Section 11.1(i)), as determined by the Board, any distributions to which such Member is entitled under Section 11.1(ii) with respect to such additional Class B Units; and (iii) notwithstanding the provisions of clause (ii) above, on any Distribution Date, the Board may elect to defer any issuance of additional Class B Units (and the payment of any distributions under Section 11.1(ii) with respect to such Class B Units) under clause (ii) above until the next Distribution Date or the Final Claim Resolution Date, if the Board determines that the number of additional Class B Units that would otherwise be issuable under such clause (ii) is of such a de minimis amount that it would be an administrative burden for the Company to issue such Class B Units on such Distribution Date. In addition, in the event that on the Final Claim Resolution Date, the Actual Pro Rata Shares of the Class A Members and Class B Members as of the Final Claim Resolution Date are greater than their Estimated Pro Rata Shares as of the immediately preceding Distribution Date (or as of the Effective Date, in case the Final Claim Resolution Date precedes the initial Distribution Date), then on or before the last day of the next month that commences after the Final Claim Resolution Date, the Company shall issue to each Class A Member and Class B Member as of the Final Claim Resolution Date (A) such number of additional Class B Units as is necessary to make the total number of Class A Units and Class B Units held by such Member equal to the Actual Pro Rata Share of such Member as of the Final Claim Resolution Date multiplied by the Maximum Class A/B Amount as of the Final Claim Resolution Date, and such issuance shall be reflected on Schedule A-1, and (B) to the extent of Available Cash (after taking into account any distributions required under Section 11.1(i)), as determined by the Board, any distributions to which such Member is entitled under Section 11.1(ii) with respect to such additional Class B Units. For the avoidance of doubt, (x) any Class B Units issued from time to time after the Effective Date shall dilute the Class A Units and any previously issued Class B Units and (y) a Class A Member may also be a Class B Member. The Members agree that the intention of the parties hereto in creating Class A Units and Class B Units is to create two classes of limited liability company interests in the Company that have substantially identical rights and obligations to share in the Profits and Losses of the Company as though all such Units were issued on the Effective Date, but that are being issued at different times (the Class A Units on the Effective Date and the Class B Units after the Effective Date) to correspond to the timing of determinations of whether Claims are Allowed under the Plan.