Common use of Actions Required by Member Clause in Contracts

Actions Required by Member. (a) Notwithstanding herein to the contrary, the Board of Directors will not take any action without approval of the Member with respect to an extraordinary matter that would have, or would reasonably be expected to have, a material effect, directly or indirectly, on the Member's interests in the Company. The type of extraordinary matter referred to in the prior sentence which requires approval of the Member shall include, but not be limited to, the following: (i) commencement of any action relating to bankruptcy, insolvency, reorganization or relief of debtors by the Company, the Limited Partnership or a material subsidiary of any such entity; (ii) a merger, consolidation, recapitalization or similar transaction involving the Company, the Limited Partnership or a material subsidiary of any such entity; (iii) a sale, exchange or other transfer not in the ordinary course of business of a substantial portion of the assets of the Limited Partnership or a material subsidiary, viewed in each case on a consolidated basis, in one or a series of related transactions; (iv) dissolution or liquidation of the Company or the Limited Partnership; (v) a material amendment of the Limited Partnership Agreement; and (vi) a material change in the amount of the quarterly distribution made on the Common Units or the payment of a material extraordinary distribution by the Limited Partnership. An extraordinary matter will be deemed approved by the Member if the Board of Directors receives a written, facsimile or electronic instruction evidencing such approval from the Member or if a majority of the Directors that do not meet the independence and experience requirements as set forth most recently by the NYSE because of their affiliation with the Member approve such matter. To the fullest extent permitted by law, a Director, acting as such, shall have no duty, responsibility or liability to the Member with respect to any action by the Board of Directors approved as required above by the Member.

Actions Required by Member. (a) Notwithstanding anything herein to the contrary, the Board of Directors will not take any action without approval of the Member with respect to an extraordinary matter that would have, or would reasonably be expected to have, a material effect, directly or indirectly, on the Member's ’s interests in the Company. The type of extraordinary matter referred to in the prior sentence which requires approval of the Member shall include, but not be limited to, include the following: (i) commencement dissolution or liquidation of any action relating to bankruptcy, insolvency, reorganization or relief of debtors by the Company, the Limited Partnership or a material subsidiary of any such entity; (ii) commencement of any action relating to bankruptcy, insolvency or reorganization of the Company, the Partnership or a material subsidiary of any such entity; (iii) making or consenting to a general assignment for the benefit of the creditors of the Company, the Partnership or a material subsidiary of any such entity; (iv) a merger, consolidation, recapitalization or similar transaction involving the Company, the Limited Partnership or a material subsidiary of any such entity; (iiiv) a sale, exchange or other transfer not in the ordinary course of business of a substantial portion of the assets of the Limited Partnership or a material subsidiary, viewed in each case on a consolidated basis, in one or a series of related transactions; (iv) dissolution or liquidation of the Company or the Limited Partnership; (vvi) a material amendment of the Limited Partnership Agreement; and (vivii) a material change in the amount of the quarterly distribution made on the Common Units or the payment of a material extraordinary distribution by the Limited Partnership. An extraordinary matter will be deemed approved by the Member if the Board of Directors receives a written, facsimile or electronic instruction evidencing such approval from the Member or if a majority of the Directors that do are not meet the independence and experience requirements as set forth most recently by the NYSE Independent Directors because of their affiliation with the Member approve such matter. To the fullest extent permitted by law, a Director, acting as such, shall have no duty, responsibility or liability to the Member with respect to any action by the Board of Directors approved as required above by the MemberMember in accordance with this Section 5.16.