Issuance of New Interests Sample Clauses

Issuance of New Interests. (a) To the extent the Managers determine that the raising of additional capital through the issuance of New Interests is in the best interest of the Company, such offering shall be conducted in accordance with the terms of this Section 3.04. (b) Each Member (a “Offered Member”) shall have the right of first refusal to purchase, in proportion to their Percentage Interest, any New Interests that the Company may, from time to time, propose to issue and sell after the date hereof, together with rights of overallotment such that, if any Member fails to exercise its rights hereunder to purchase such New Interests to the fullest extent permitted hereby, the Offered Members may purchase up to their Percentage Interest (determined with reference only to those Offered Members exercising overallotment rights) of New Interests that other Offered Members have elected not to purchase. (c) In the event the Company proposes to undertake an offering of New Interests, it shall give each Offered Member entitled to purchase such New Interests written notice of its intention to do so at least thirty (30) days prior to such issuance, describing such New Interests and the price and terms upon which the Company proposes to issue the same (the “Original Notice”). Such Offered Member may purchase such number of New Interests up to such Offered Member’s Percentage Interest of such New Interests (the “Full Amount”) for the price and upon the terms specified in the Original Notice by giving written notice to the Company no later than fifteen (15) days after the date of receiving the Original Notice (the “Notice Date”) identifying the number of New Interests (up to the Full Amount) to be purchased. If any Offered Member fails to deliver a written notice electing to purchase such Offered Member’s Full Amount by such Notice Date, the Company will give all other Offered Members entitled to purchase such New Interests a written notice identifying such additional New Interests as are available for purchase, and the right of overallotment (as described in Section 3.04(b)) may be exercised by all other Offered Members within five (5) days after receipt of such notice. (d) In the event the Members entitled to purchase such New Interests fail to exercise such preemptive right or overallotment right in full within said periods the Company shall have one hundred eighty (180) days thereafter to conduct the offering and sell the New Interests as to which the Members’ rights were not exercised, at a...

Issuance of New Interests. On the Effective Date, CEOC Interests shall be cancelled, and the Reorganized Debtors and New Property Entities shall issue all Securities, notes, instruments, certificates, and other documents required to be issued pursuant to the Plan, including (a) OpCo shall issue the OpCo Common Stock and, as set forth in Article IV.A.1(e) of the Plan, the OpCo Series A Preferred Stock, (b) PropCo shall issue the PropCo LP Interests, the PropCo LP GP Interests, and, if applicable, PropCo Preferred LP Interests, (c) PropCo GP shall issue the PropCo GP Interests, and (d) the REIT shall issue REIT Common Stock and REIT Preferred Stock; provided that the CEOC Interests held by CEC will be Reinstated as OpCo Common Stock. The issuance of such documents is authorized without the need for any further corporate action or without any further action by the Holders of Claims or Interests. As set forth in more detail in the Plan Supplement, after taking into account the exercise of all of the PropCo Preferred Equity Put Rights and all of the PropCo Preferred Equity Call Rights, all PropCo Common Equity and all PropCo Preferred Equity will be issued as REIT Common Stock and REIT Series A Preferred Stock, respectively, except to the extent that a beneficial owner for United States federal income tax purposes of such PropCo Common Equity or PropCo Preferred Equity would (a) end up owning more than 9.8% of either the REIT Common Stock or the REIT Series A Preferred Stock (after taking into account all of the PropCo Preferred Equity Put Rights and all of the PropCo Preferred Equity Call Rights) and (b) is not willing to or permitted to sign an Ownership Limit Waiver Agreement (as defined in the REIT Series A Preferred Stock Articles), in which case such amounts in excess of 9.8% shall be issued as PropCo LP Interests and PropCo Preferred LP Interests as applicable.

Issuance of New Interests. The Company shall not admit any additional Members in connection with the issuance of a new Interest except with the consent of all of the Members.