ANY) BETWEEN
THE NUMBER OF COMMON UNITS EVIDENCED BY THE CERTIFICATE OR CERTIFICATES
SURRENDERED PURSUANT TO CLAUSE (I) AND THE NUMBER OF COMMON UNITS TRANSFERRED.
NO TRANSFER OF COMMON UNITS SHALL BE VALID AS AGAINST THE COMPANY EXCEPT UPON
SURRENDER TO AND CANCELLATION OF THE APPROPRIATE CERTIFICATE OR CERTIFICATES,
ACCOMPANIED BY AN ASSIGNMENT OR TRANSFER BY THE MEMBER, SUBJECT TO ANY
RESTRICTIONS ON TRANSFER CONTAINED IN THIS AGREEMENT. THE COMPANY MAY ISSUE A
NEW CERTIFICATE FOR COMMON UNITS IN PLACE OF ANY CERTIFICATE OR CERTIFICATES
PREVIOUSLY ISSUED BY IT, ALLEGED TO HAVE BEEN LOST OR DESTROYED, UPON THE MAKING
OF AN AFFIDAVIT OF THAT FACT, AND PROVIDING AN INDEMNITY IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE MANAGER, BY THE PERSON CLAIMING THE CERTIFICATE
OR CERTIFICATES TO BE LOST OR DESTROYED.
3.5
Authorization and Issuance of Additional Units.
(A)
IN GENERAL. THE COMPANY SHALL ONLY BE PERMITTED TO ISSUE
ADDITIONAL UNITS OR OTHER EQUITY INTERESTS IN THE COMPANY TO THE PERSONS AND ON
THE TERMS AND CONDITIONS PROVIDED FOR IN SECTION 3.4 AND THIS SECTION 3.5. THE
MANAGER MAY CAUSE THE COMPANY TO ISSUE ADDITIONAL COMMON UNITS AUTHORIZED UNDER
THIS AGREEMENT AT SUCH TIMES AND UPON SUCH TERMS AS THE MANAGER SHALL DETERMINE.
THE MANAGER SHALL AMEND THIS AGREEMENT AS NECESSARY IN
23
CONNECTION WITH THE ISSUANCE OF ADDITIONAL COMMON UNITS AND ADMISSION OF
ADDITIONAL MEMBERS UNDER THIS SECTION 3.5.
(B)
EXERCISE OF REDEMPTION RIGHT. IN CONNECTION WITH THE EXERCISE OF A
REDEEMING MEMBER'S REDEMPTION RIGHTS UNDER SECTION 9.1(A), NCM INC. SHALL
CONTRIBUTE TO THE COMPANY THE CONSIDERATION THE REDEEMING MEMBER IS ENTITLED TO
RECEIVE UNDER SECTION 9.1(B). NCM INC., AT ITS OPTION, SHALL DETERMINE WHETHER
TO CONTRIBUTE, PURSUANT TO SECTION 9.1(B), THE SHARE SETTLEMENT OR THE CASH
SETTLEMENT. UNLESS THE REDEEMING MEMBER HAS TIMELY DELIVERED A RETRACTION NOTICE
AS PROVIDED IN SECTION 9.1(B), ON THE REDEMPTION DATE (TO BE EFFECTIVE
IMMEDIATELY PRIOR TO THE CLOSE OF BUSINESS ON THE REDEMPTION DATE) (I) NCM INC.
SHALL MAKE ITS CAPITAL CONTRIBUTION TO THE COMPANY (IN THE FORM OF THE SHARE
SETTLEMENT OR THE CASH SETTLEMENT) REQUIRED UNDER THIS SECTION 3.5(B), AND
(II) THE COMPANY SHALL ISSUE TO NCM INC. A NUMBER OF COMMON UNITS EQUAL TO THE
NUMBER OF REDEEMED UNITS SURRENDERED BY THE REDEEMING MEMBER. THE TIMELY
DELIVERY OF A RETRACTION NOTICE SHALL TERMINATE ALL OF THE COMPANY'S AND NCM
INC.'S RIGHTS AND OBLIGATIONS UNDER THIS SECTION 3.5(B) ARISING FROM THE
REDEMPTION NOTICE.
(C)
EQUITY COMPENSATION ISSUED BY NCM INC.
(I)
IN CONNECTION WITH THE EXERCISE OF OPTIONS, NCM INC. SHALL HAVE
THE RIGHT TO ACQUIRE ADDITIONAL COMMON UNITS FROM THE COMPANY. NCM INC. SHALL
EXERCISE ITS RIGHTS UNDER THIS SECTION 3.5(C)(I) BY GIVING WRITTEN NOTICE (THE
"EQUITY COMPENSATION NOTICE") TO THE COMPANY AND ALL MEMBERS FOLLOWING EXERCISE
OF THE OPTIONS. THE EQUITY COMPENSATION NOTICE SHALL SPECIFY THE NET NUMBER OF
SHARES OF NCM INC. COMMON STOCK ISSUED BY NCM INC. PURSUANT TO EXERCISE OF THE
OPTIONS. THE COMPANY SHALL ISSUE THE COMMON UNITS TO WHICH NCM INC. IS