Issuances of Additional Company Securities. (a) Subject to Sections 5.2 and 5.4, the Company may create, authorize or issue additional Company Securities or any class or series thereof and Derivative Shares under Employee Benefit Plans for any Company purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the Board of Directors shall determine, all without the approval of any Members, provided that, notwithstanding anything in this Agreement to the contrary, the issuance of Company Securities of any class or series other than Common Shares, Voting Shares or Derivative Shares issued under Employee Benefit Plans must be approved by the affirmative vote of the holders of a majority of the Outstanding Common Shares and by the affirmative vote of the holders of a majority of the Outstanding Voting Shares, voting as separate classes. (b) The total number of Common Shares that are issued by the Company and reflected as Outstanding on the books and records of the Company (including the Transfer Agent) shall at all times equal the number of Linn Units held by the Company. Linn Energy hereby agrees to sell to the Company, and the Company shall purchase from Linn Energy, a number of Linn Units equal to the number of Common Shares to be sold by the Company pursuant to the Underwriting Agreement. In addition, in connection with any future public or private offering and sale of Common Shares (each such offering, a “Subsequent Offering”), by the Company, Linn Energy agrees to sell to the Company, and the Company shall purchase from Linn Energy, a number of Linn Units equal to the number of Common Shares sold in such Subsequent Offering. The price to be paid by the Company for the Linn Units purchased in connection with the sale of Common Shares (a) pursuant to the Underwriting Agreement will be the net proceeds (after deducting underwriting discounts and any structuring fee) that the Company receives from the sale of Common Shares pursuant to the Underwriting Agreement, and (b) in any Subsequent Offering will be the price received by the Company for the sale of Common Shares therein, net of any underwriting or selling discounts or commissions. In addition, if the Company makes any award of Common Shares or Derivative Shares in connection with any Employee Benefit Plans, Linn Energy agrees to issue and sell to the Company upon the earlier of the issuance of any such Common Shares or the exercise or vesting of such Derivative Shares, a number of Linn Units equal to the number of Common Shares subject to such award, for such consideration, if any, received by the Company from the recipient of any such award. Further, if the Company repurchases any of its Common Shares, Linn Energy agrees to purchase from the Company a number of Linn Units equal to the number of Common Shares repurchased by the Company for such consideration paid by the Company for the repurchased Common Shares. (c) Subject to the approval of the Members pursuant to Section 5.1(a), each additional Company Security authorized to be issued by the Company pursuant to Section 5.1(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Company Securities), as shall be fixed by the Board of Directors, including (i) the right to share in Company distributions; (ii) the rights upon dissolution and liquidation of the Company; (iii) whether, and the terms and conditions upon which, the Company may redeem the Company Security; (iv) whether such Company Security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (v) the terms and conditions upon which each Company Security will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Company Securities, and assigned or transferred; (vi) the method for determining the Percentage Interest as to such Company Security; and (vii) the right, if any, of each such Company Security to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Company Security. (d) The Board of Directors shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Company Securities pursuant to this Section 5.1, (ii) the admission of Additional Members and (iii) all additional issuances of Company Securities. Subject to the approval of the Members pursuant to Section 5.1(a), the Board of Directors shall determine the relative designations, preferences, rights, powers and duties of the holders of the Shares or other Company Securities being so issued. The Board of Directors shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Company Securities pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Common Shares or other Company Securities are listed for trading.
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Issuances of Additional Company Securities. (a) Subject to Sections 5.2 and 5.4, the Company may create, authorize or issue an unlimited number of additional Company Securities or any class or series thereof and Derivative Shares under Employee Benefit Plans for any Company purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the Board of Directors shall determine, all without the approval of any Members, provided that, notwithstanding anything in this Agreement to the contrary, the issuance of Company Securities of any class or series other than Common Shares, Voting Shares or Derivative Shares issued under Employee Benefit Plans must be approved by the affirmative vote of the holders of a majority of the Outstanding Common Shares and by the affirmative vote of the holders of a majority of the Outstanding Voting Shares, voting as separate classes.
(b) The total number of Common Shares that are issued by the Company and reflected as Outstanding on the books and records of the Company (including the Transfer Agent) shall at all times equal the number of Linn Units held by the Company. Linn Energy hereby agrees to sell to the Company, and the Company shall purchase from Linn Energy, a number of Linn Units equal to the number of Common Shares to be sold by the Company pursuant to the Underwriting Agreement. In addition, in connection with any future public or private offering and sale of Common Shares (each such offering, a “Subsequent Offering”), by the Company, Linn Energy agrees to sell to the Company, and the Company shall purchase from Linn Energy, a number of Linn Units equal to the number of Common Shares sold in such Subsequent Offering. The price to be paid by the Company for the Linn Units purchased in connection with the sale of Common Shares (a) pursuant to the Underwriting Agreement will be the net proceeds (after deducting underwriting discounts and any structuring fee) that the Company receives from the sale of Common Shares pursuant to the Underwriting Agreement, and (b) in any Subsequent Offering will be the price net proceeds (after deducting underwriting discounts and any structuring fee) received by the Company for the sale of Common Shares therein, net of any underwriting or selling discounts or commissions. In addition, if the Company makes any award of Common Shares or Derivative Shares in connection with any Employee Benefit Plans, Linn Energy agrees to issue and sell to the Company upon the earlier of the issuance of any such Common Shares or the exercise or vesting of such Derivative Shares, a number of Linn Units equal to the number of Common Shares subject to such award, for such consideration, if any, received by the Company from the recipient of any such award. Further, if the Company repurchases any of its Common Shares, Linn Energy agrees to purchase from the Company a number of Linn Units equal to the number of Common Shares repurchased by the Company for such consideration paid by the Company for the repurchased Common Shares, or take such other action as may be reasonable to maintain a one to one ratio of Common Shares to Linn Units.
(c) Subject to the approval of the Members pursuant to Section 5.1(a), each additional Company Security authorized to be issued by the Company pursuant to Section 5.1(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Company Securities), as shall be fixed by the Board of Directors, including (i) the right to share in Company distributions; (ii) the rights upon dissolution and liquidation of the Company; (iii) whether, and the terms and conditions upon which, the Company may redeem the Company Security; (iv) whether such Company Security is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (v) the terms and conditions upon which each Company Security will be issued, evidenced by Certificates, or other evidence of the issuance of uncertificated Company Securities, and assigned or transferred; (vi) the method for determining the Percentage Interest as to such Company Security; and (vii) the right, if any, of each such Company Security to vote on Company matters, including matters relating to the relative rights, preferences and privileges of such Company Security.
(d) The Board of Directors shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Company Securities pursuant to this Section 5.1, (ii) the admission of Additional Members and (iii) all additional issuances of Company Securities. Subject to the any applicable approval of the Members pursuant to Section 5.1(a), the Board of Directors shall determine the relative designations, preferences, rights, powers and duties of the holders of the Shares or other Company Securities being so issued. The Board of Directors shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Company Securities pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Common Shares or other Company Securities are listed for trading.
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