Common use of Actions Requiring 100% Affirmative Vote Clause in Contracts

Actions Requiring 100% Affirmative Vote. Approval by the Board of any of the following actions shall require a 100% affirmative Vote of the Managers present at a meeting at which a quorum is present: (i) winding up, liquidation or dissolution of Nevada JV; (ii) reorganizing or restructuring or merger, amalgamation, consolidation or other combination involving Nevada JV; (iii) amending the Certificate of Formation (subject to provisions hereof requiring the Members to cause certain amendments to be made, which the Members with respect to Nevada JV shall, if so required, all vote in favor of); (iv) changing the number of Managers of Nevada JV from that set forth in this Agreement or creating any committees of the Board of Nevada JV (other than advisory committees); (v) issuing, or entering into any agreement for the issuance of, any additional Units in the capital of Nevada JV, except to the Members in accordance with the provisions hereof; (vi) changing the rights, privileges and preferences of the holders of Units, or subdividing, consolidating or reorganizing any Units; (vii) redeeming, purchasing for canceling or otherwise retiring or paying off any outstanding Units; (viii) transferring by way of continuation, redomestication or transfer of Nevada JV to another jurisdiction or the incorporation or reincorporation of Nevada JV under any other jurisdiction other than its current jurisdiction of incorporation; (ix) approving any Project Financing by Nevada JV; (x) removing or replacing the Auditor for Nevada JV; (xi) accepting any proposal for compensation to Nevada JV in respect of expropriation by any Governmental Authority; (xii) undertaking by Nevada JV of any business activity unrelated or not reasonably ancillary to the Exploration, Development and Mining in the State of Nevada; (xiii) implementation by Nevada JV of any hedging practices with respect to the sale of Products; (xiv) a determination by Nevada JV that any required Member Contributions set out in a Monthly Funding Statement or Special Funding Statement will be made as Member Loans; (xv) a determination by Nevada JV not to distribute Cash Available for Distribution to the Members as prescribed in Section 8.1(b); (xvi) entering into, or any material modification of, a Related Party Contract, or series of related Related Party Contracts, with a value in excess of $10 million; (xvii) a change in the fiscal year of Nevada JV; (xviii) any reduction to policies as contemplated in Section 4.2(p); (xix) any disposition of assets including the granting of royalties (other than sales of production or other dispositions in the ordinary course), in one or a series of related transactions, with a value exceeding $500 million; (xx) any asset purchase or investment, in one or a series of related transactions, with a value or cost or in an amount that exceeds $500 million; (xxi) incurrence of any long term liabilities (as defined for Generally Accepted Accounting Principles) out of the ordinary course of business; (xxii) initiating any bankruptcy, insolvency proceeding, liquidation, reorganization, moratorium or similar event with respect to or affecting Nevada JV; (xxiii) abandonment of any material Nevada JV Asset (or group of related Nevada JV Assets); or (xxiv) permanent cessation of Operations or suspension of Operations for more than 90 days other than due to Force Majeure.

Actions Requiring 100% Affirmative Vote. Approval by the Board of any of the following actions by Nevada JV or any of its subsidiaries shall require a 100% affirmative Vote of the Managers present at a meeting at which a quorum is present: (i) winding up, liquidation or dissolution of Nevada JV; (ii) reorganizing or restructuring or merger, amalgamation, consolidation or other combination involving Nevada JV; (iii) amending the Certificate of Formation (subject to provisions hereof requiring the Members to cause certain amendments to be made, which the Members with respect to Nevada JV shall, if so required, all vote in favor of)) or the organizational documents of any subsidiaries of Nevada JV; (iv) changing the number of Managers of Nevada JV from that set forth in this Agreement or creating any committees of the Board of Nevada JV (other than advisory committees); (v) issuing, or entering into any agreement for the issuance of, any additional Units Membership Interests in the capital of Nevada JV, except to the Members in accordance with the provisions hereof, or any additional equity or voting interests in any subsidiary of Nevada JV to an entity that is not Nevada JV or a wholly-owned subsidiary of Nevada JV; (vi) changing the rights, privileges and preferences of the holders of UnitsMembership Interests or any equity or voting interests in any subsidiary of Nevada JV, or subdividing, consolidating or reorganizing any UnitsMembership Interests or any equity or voting interests in any subsidiary of Nevada JV; (vii) creating or holding any equity or voting interests in any subsidiary of Nevada JV that is not wholly owned (either directly or indirectly through one or more other subsidiaries of Nevada JV) by Nevada JV, or issuing, selling, transferring or otherwise disposing of any equity or voting interests (or rights or instruments exercisable for or convertible into voting or equity interests) in any direct or indirect subsidiary of Nevada JV to an entity that is not Nevada JV or a wholly-owned subsidiary of Nevada JV, regardless of the form of such transaction, including any reorganization, restructuring, merger, amalgamation, consolidation or other combination; (viii) redeeming, purchasing for canceling or otherwise retiring or paying off any outstanding UnitsMembership Interests; (viiiix) transferring by way of continuation, redomestication re-domestication or transfer of Nevada JV or any of its subsidiaries to another jurisdiction or the incorporation or reincorporation of Nevada JV or any of its subsidiaries under any other jurisdiction other than its current jurisdiction of incorporationorganization; (ixx) approving any Project Financing by Nevada JVJV or any of its subsidiaries; (xxi) removing or replacing the Auditor for Nevada JVJV or any of its subsidiaries; (xixii) accepting any proposal for compensation to Nevada JV or any of its subsidiaries in respect of expropriation by any Governmental Authority; (xiixiii) undertaking by Nevada JV of engaging in any business activity unrelated or not reasonably ancillary to the business of Exploration, Development and Mining in the State of NevadaMining; (xiiixiv) engaging in any exploration, Development or Mining outside the Area of Interest including, for certainty, any acquisition made in furtherance thereof; provided for certainty that (A) the foregoing shall not limit any other business activity undertaken by Nevada JV or any of its subsidiaries in Nevada outside the Area of Interest that is reasonably ancillary to Exploration, Development or Mining by Nevada JV or its subsidiaries within the Area of Interest, and (B) subject to any other provision of this Section 3.3(c), each Manager will exercise its vote under this Section 3.3(c)(xiv) in favor of the following: (I) in the case of Development or Mining in Nevada but outside the Area of Interest, any Development or Mining that would reasonably be expected to have a significant economic benefit to the Nevada JV Business, having regard to any relevant factors at the time, including the availability of Nevada JV’s lands, infrastructure, facilities and personnel and other factors, including the proximity to Nevada JV’s operations within the Area of Interest, and (II) in the case of exploration in Nevada but outside of the Area of Interest, exploration to be conducted on property, the Development or Mining of which reasonably could be expected to meet the requirements of clause (B)(I) of this Section 3.3(c)(xiv) if the exploration program proves to be successful. For greater certainty, nothing herein shall in any manner affect the entitlement of a Member to acquire property or otherwise pursue and/or implement exploration, Mining or Development opportunities outside of the Area of Interest, and this Section 3.3(c)(xiv) and the other provisions of this Section 3.3(c) are separate and independent, and must be given independent effect; (xv) implementation by Nevada JV or any of its subsidiaries of any hedging practices with respect to the sale of Products; (xivxvi) entering into arrangements providing for the delivery and sale of Products other than as described in Section 5.2; (xvii) a determination by Nevada JV that any required Member Contributions set out in a Monthly Funding Statement or Special Funding Statement will be made as Member Loans; (xvxviii) a determination by Nevada JV not to distribute Cash Available for Distribution to the Members as prescribed in Section 8.1(b); (xvixix) entering into, or any material modification of, a Related Party Contract, or series of related Related Party Contracts, with a value in excess of $10 million; (xviixx) a change in the fiscal year of Nevada JVJV or any of its subsidiaries; (xviiixxi) any reduction to policies the standards contained in the Policies as contemplated in Section 4.2(p); (xixxxii) any disposition of assets including the granting of royalties (other than sales of production or other dispositions in the ordinary course), in one or a series of related transactions, with a value exceeding $500 million; (xxxxiii) any asset purchase or investment, in one or a series of related transactions, with a value or cost or in an amount that exceeds $500 million; (xxixxiv) incurrence of any long long-term liabilities (as defined for Generally Accepted Accounting Principles) out of the ordinary course of business; (xxiixxv) initiating any bankruptcy, insolvency proceeding, liquidation, reorganization, moratorium or similar event with respect to or affecting Nevada JVJV or any of its subsidiaries; (xxiiixxvi) abandonment or forfeiture of any material Nevada JV Asset (or group of related Nevada JV Assets); or (xxivxxvii) permanent cessation of Operations or suspension of Operations for more than 90 days other than due to Force Majeure.

Actions Requiring 100% Affirmative Vote. Approval by the Board of any of the following actions by Nevada JV or any of its subsidiaries shall require a 100% affirmative Vote of the Managers present at a meeting at which a quorum is present: (i) winding up, liquidation or dissolution of Nevada JV; (ii) reorganizing or restructuring or merger, amalgamation, consolidation or other combination involving Nevada JV; (iii) amending the Certificate of Formation (subject to provisions hereof requiring the Members to cause certain amendments to be made, which the Members with respect to Nevada JV shall, if so required, all vote in favor of)) or the organizational documents of any subsidiaries of Nevada JV; (iv) changing the number of Managers of Nevada JV from that set forth in this Agreement or creating any committees of the Board of Nevada JV (other than advisory committees); (v) issuing, or entering into any agreement for the issuance of, any additional Units Membership Interests in the capital of Nevada JV, except to the Members in accordance with the provisions hereof, or any additional equity or voting interests in any subsidiary of Nevada JV to an entity that is not Nevada JV or a wholly-owned subsidiary of Nevada JV; (vi) changing the rights, privileges and preferences of the holders of UnitsMembership Interests or any equity or voting interests in any subsidiary of Nevada JV, or subdividing, consolidating or reorganizing any UnitsMembership Interests or any equity or voting interests in any subsidiary of Nevada JV; (vii) creating or holding any equity or voting interests in any subsidiary of Nevada JV that is not wholly owned (either directly or indirectly through one or more other subsidiaries of Nevada JV) by Nevada JV, or issuing, selling, transferring or otherwise disposing of any equity or voting interests (or rights or instruments exercisable for or convertible into voting or equity interests) in any direct or indirect subsidiary of Nevada JV to an entity that is not Nevada JV or a wholly-owned subsidiary of Nevada JV, regardless of the form of such transaction, including any reorganization, restructuring, merger, amalgamation, consolidation or other combination; (viii) redeeming, purchasing for canceling or otherwise retiring or paying off any outstanding UnitsMembership Interests; (viiiix) transferring by way of continuation, redomestication re-domestication or transfer of Nevada JV or any of its subsidiaries to another jurisdiction or the incorporation or reincorporation of Nevada JV or any of its subsidiaries under any other jurisdiction other than its current jurisdiction of incorporationorganization; (ixx) approving any Project Financing by Nevada JVJV or any of its subsidiaries; (xxi) removing or replacing the Auditor for Nevada JVJV or any of its subsidiaries; (xixii) accepting any proposal for compensation to Nevada JV or any of its subsidiaries in respect of expropriation by any Governmental Authority; (xiixiii) undertaking by Nevada JV of engaging in any business activity unrelated or not reasonably ancillary to the business of Exploration, Development and Mining in the State of NevadaMining; (xiiixiv) engaging in any exploration, Development or Mining outside the Area of Interest including, for certainty, any acquisition made in furtherance thereof; provided for certainty that (A) the foregoing shall not limit any other business activity undertaken by Nevada JV or any of its subsidiaries in Nevada outside the Area of Interest that is reasonably ancillary to Exploration, Development or Mining by Nevada JV or its subsidiaries within the Area of Interest, and (B) subject to any other provision of this Section 3.3(c), each Manager will exercise its vote under this Section 3.3(c)(xiv) in favor of the following: (I) in the case of Development or Mining in Nevada but outside the Area of Interest, any Development or Mining that would reasonably be expected to have a significant economic benefit to the Nevada JV Business, having regard to any relevant factors at the time, including the availability of Nevada JV’s lands, infrastructure, facilities and personnel and other factors, including the proximity to Nevada JV’s operations within the Area of Interest, and ( II) in the case of exploration in Nevada but outside of the Area of Interest, exploration to be conducted on property, the Development or Mining of which reasonably could be expected to meet the requirements of clause (B)(I) of this Section 3.3(c)(xiv) if the exploration program proves to be successful. For greater certainty, nothing herein shall in any manner affect the entitlement of a Member to acquire property or otherwise pursue and/or implement exploration, Mining or Development opportunities outside of the Area of Interest, and this Section 3.3(c)(xiv) and the other provisions of this Section 3.3(c) are separate and independent, and must be given independent effect; (xv) implementation by Nevada JV or any of its subsidiaries of any hedging practices with respect to the sale of Products; (xivxvi) entering into arrangements providing for the delivery and sale of Products other than as described in Section 5.2; (xvii) a determination by Nevada JV that any required Member Contributions set out in a Monthly Funding Statement or Special Funding Statement will be made as Member Loans; (xvxviii) a determination by Nevada JV not to distribute Cash Available for Distribution to the Members as prescribed in Section 8.1(b); (xvixix) entering into, or any material modification of, a Related Party Contract, or series of related Related Party Contracts, with a value in excess of $10 million; (xviixx) a change in the fiscal year of Nevada JVJV or any of its subsidiaries; (xviiixxi) any reduction to policies the standards contained in the Policies as contemplated in Section 4.2(p); (xixxxii) any disposition of assets including the granting of royalties (other than sales of production or other dispositions in the ordinary course), in one or a series of related transactions, with a value exceeding $500 million; (xxxxiii) any asset purchase or investment, in one or a series of related transactions, with a value or cost or in an amount that exceeds $500 million; (xxixxiv) incurrence of any long long-term liabilities (as defined for Generally Accepted Accounting Principles) out of the ordinary course of business; (xxiixxv) initiating any bankruptcy, insolvency proceeding, liquidation, reorganization, moratorium or similar event with respect to or affecting Nevada JVJV or any of its subsidiaries; (xxiiixxvi) abandonment or forfeiture of any material Nevada JV Asset (or group of related Nevada JV Assets); or (xxivxxvii) permanent cessation of Operations or suspension of Operations for more than 90 days other than due to Force Majeure.