Actions Requiring Approval of Members. (a) Notwithstanding any other provision of this Operating Agreement, the approval of the Members shall be required in order for any of the following actions to be taken on behalf of the Company;
(i) Amending the Articles or this Operating Agreement in any manner that materially alters the preferences, privileges or relative rights of the Members.
(ii) Electing the Managers as provided in Article V hereof.
(iii) Taking any action which would make it impossible to carry on the ordinary business of the Company.
(iv) Confessing a judgment against the Company in excess of $5,000.
(v) Filing or consenting to filing a petition for or against the Company under any federal or state bankruptcy, insolvency or reorganization act.
(vi) Loaning Company funds in excess of $25,000 or for a term in excess of one year to any Member.
(b) Unless the express terms of this Operating Agreement specifically provides otherwise, the affirmative vote of the Members holding a majority of the Membership Interest shall be necessary and sufficient in order to approve or consent to any of the matters set forth in Section 4.02(a) above or any other matters which require the approval or consent of the Members.
Actions Requiring Approval of Members. Without the written approval of the Members holding at least seventy-five percent (75%) of the Percentage Membership Interest, the Company shall not, and shall not enter into any agreement or commitment to:
(a) Acquire any real or personal property or interest therein on behalf of the Company other than the Vacant Land and the Property and the personal property in the ordinary course of business as necessary for the Development of the Project
(b) Borrow money, issue evidences of indebtedness, or grant any mortgages or other encumbrances on or security interests in the assets of the Company, including without limitation, any financing or refinancing of the Property or any portion thereof, or modify, extend, renew, change, or prepay in whole or in part any borrowing, financing, or refinancing, or make any commitments to borrow funds or give any consideration to obtain a commitment for the loan of funds;
(c) Enter into or amend, modify, or terminate any agreement pertaining to the sale, conveyance, exchange, or other transfer of any assets of the Company, or sell, convey, exchange, or otherwise transfer any assets of the Company, including, without limitation, all or any portion of the Property or any interest therein, other than nonmaterial transfers of personal, tangible, or intangible property in the ordinary course of business;
(d) Engage the Accountant or any other accountant or legal counsel for the Company or change or terminate any accountant or legal counsel;
(e) Effect a merger, conversion, consolidation, or other reorganization of the Company or modify or amend the Certificate or this Agreement, or other governance documents;
(f) Establish a subsidiary or enter into any joint venture or similar business arrangement;
(g) Guaranty the payment of any money or debt of another Person, or performance of any other obligation of another Person;
(h) Agree to any material change to accounting and related matters material to the Company or any material changes to accounting practices or policies;
(i) Make any material change to the nature of the Business conducted by the Company or enter into any business other than the Business;
(j) Permit the transfer of any Member’s Interest in the Company, issue additional Interests or admit additional members to the Company;
(k) Make any loan, advance, capital contribution or any other investments in any Person in excess of $10,000.00;
(l) Settle any lawsuit, action, dispute or other proceeding or otherwise assume any li...
Actions Requiring Approval of Members. Without the written approval of Members holding a majority of the Security Interests, the Company shall not, and shall not enter into any commitment to:
(a) Xxxxx, modify, or waive any provisions of the Certificate of Formation or this Agreement; provided that the Manager may, without the consent of the other Members, amend the Members Schedule following any new issuance, redemption, repurchase, or Transfer of Security Interests in accordance with this Agreement.
(b) Issue additional Security Interests or other securities, except in connection with a Transfer of Security Interests that complies with the applicable provisions of ARTICLE VI and Section 2.03(b), admit additional Members to the Company.
(c) Dissolve, wind up, or liquidate the Company or initiate a bankruptcy proceeding involving the Company; provided that no vote shall be required when such dissolution, winding up, or liquidation occurs under the terms of the Securities or Security Interests. Notwithstanding the above, the Manager shall be able to take all actions necessary without the consent of the Members in order to maintain the Company’s status as a crowdfunding vehicle.
Actions Requiring Approval of Members. Notwithstanding any contrary provision of this Section 5.1, the following actions shall require approval or consent of the Members representing all outstanding Interests in the Company:
(a) the admission of additional Members to the Company, other than a Member who is a Successor;
(b) all mergers, consolidations and conversions to which the Company is a party;
(c) the sale or transfer of all or substantially all of the assets of the Company; provided that the Company may, without approval or consent of the Members, transfer its ownership interests in all or any part of the Unregulated Businesses to EEDC on or before the Ring-Fence Effective Date;
(d) the sale or transfer of the Company’s interest in any of its utility subsidiaries;
(e) the authorization for the Company to take any action described in clauses (a) through (i) of Section 5.2.8 (in addition to any authorization required by Section 5.2.8); and
(f) the amendment or repeal of the unanimous approval or consent requirement set forth in this Section 5.1.3.
Actions Requiring Approval of Members. Without the unanimous written approval of all Members, the Company shall not, and shall not enter into any commitment to:
(a) Amend, modify or waive the Certificate of Formation or this Agreement; provided that the Managing Member may, without the consent of the other Member, amend Schedule A following any new issuance, redemption, repurchase or Transfer of Membership Interests in accordance with this Agreement;
(b) Make any material change to the nature of the Business conducted by the Company or enter into any business other than the Business;
Actions Requiring Approval of Members. Without the written approval of Members holding a majority of the Membership Interests, the Company shall not, and shall not enter into any commitment to:
(a) Amend, modify, or waive any provisions of the Certificate of Formation or this Agreement; provided that the Manager may, without the consent of the other Members, amend the Members Schedule following any new issuance, redemption, repurchase, or Transfer of Membership Interests in accordance with this Agreement.
(b) Issue additional Membership Interests, Equity Securities, or other securities or, except in connection with a Transfer of Membership Interests that complies with the applicable provisions of Section 2.04(b), admit additional Members to the Company.
(c) Incur any indebtedness, pledge or grant Liens on any assets, or guarantee, assume, endorse, or otherwise become responsible for the obligations of any other Person, in each case in excess of $50,000 in a single transaction or series of related transactions, or in excess of $100,000 in the aggregate at any time outstanding.
(d) Make any loan or advance to, or a Capital Contribution or investment in, any Person, in excess of $100,000.
(e) Enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange, or other acquisition (including by merger, consolidation, sale of stock, or acquisition of assets) by the Company of any assets and/or equity interests, other than in the ordinary course of business consistent with past practice.
(f) Enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange, or other disposition (including by merger, consolidation, sale of stock, or sale of assets) by the Company of any assets and/or equity interests, other than sales of inventory in the ordinary course of business consistent with past practice.
(g) Settle any lawsuit, action, dispute, or other proceeding or otherwise assume any liability with a value in excess of $25,000 or agree to the provision of any equitable relief by the Company.
(h) Dissolve, wind up, or liquidate the Company or initiate a bankruptcy proceeding involving the Company.
Actions Requiring Approval of Members. Without the unanimous written approval of all Members, the Company shall not, and shall not enter into any commitment to:
(a) amend, modify or waive the Articles of Organization or this Agreement; provided that the Board of Managers, without the consent of the Members, amend Schedule A following any new issuance, redemption, repurchase or Transfer of Membership Interests in accordance with this Agreement;
(b) amend the name of the Company;
(c) make any material change to the nature of the Business conducted by the Company, make any change to the business plan, or enter into any business other than the Business;
(d) issue additional Membership Interests or admit additional Members to the Company.
(e) incur any indebtedness, pledge or grant liens on any assets or guarantee, assume, endorse or otherwise become responsible for the obligations of any other Person, except to the extent approved or authorized in the Budget;
(f) make any loan, advance or capital contribution in any Person, except to the extent approved or authorized in the Budget;
(g) appoint or remove the Company's auditors or make any changes in the accounting methods or policies of the Company (other than as required by GAAP);
(h) enter into, amend, waive or terminate any Related Party Agreement other than the entry into a Related Party Agreement that is on an arm's length basis and on terms no less favorable to the Company than those that could be obtained from an unaffiliated third party;
(i) enter into or effect any transaction or series of related transactions involving the purchase, lease, license, exchange or other acquisition (including by merger, consolidation, acquisition of stock or acquisition of assets) by the Company of any assets and/or equity interests of any Person, other than in the ordinary course of business consistent with past practice;
(j) enter into or effect any transaction or series of related transactions involving the sale, lease, license, exchange or other disposition (including by merger, consolidation, sale of stock or sale of assets) by the Company of any assets, other than sales of inventory in the ordinary course of business consistent with past practice;
(k) establish a Subsidiary or enter into any joint venture or similar business arrangement;
(l) settle any lawsuit, action, dispute or other proceeding or otherwise assume any liability or agree to the provision of any equitable relief by the Company;
(m) initiate or consummate an initial public offering or mak...
Actions Requiring Approval of Members. (a) Notwithstanding any other provision of this Operating Agreement, the approval of a majority in interest ofthe Members shall be required in order for any ofthe following actions to be taken on behalf ofthe Company:
(i) Amending the Articles in any manner that materially alters the preferences, privileges or relative rights ofthe Members.
(ii) Electing and Removing Manager.
(iii) Taking any action that would make it impossible to carry on the ordinary business ofthe Company.
(iv) Confessing a judgment against the Company in excess of $15,000.00.
(v) Filing or consenting to filing a petition for or against the Company under any federal or state bankruptcy, insolvency or reorganization act.
(vi) Selling any real estate owned by the Company.
(vii) Selling substantially all ofthe assets ofthe Company. 27732/1/9029861 vl Received by NSD/FARA Registration Unit 09/30/2019 9:12:00 PM Received by NSD/FARA Registration Unit 09/30/2019 9:12:00 PM
(b) Unless the express terms of this Operating Agreement specifically provide otherwise, the affirmative vote of the Members holding a majority of the Membership Interests shall be necessary and sufficient in order to approve or consent to any of the matters set forth in Section 5.02(a) above or any other matters that require the approval or consent ofthe Members.
Actions Requiring Approval of Members. 5 ------------------------------------- ARTICLE IV MANAGING MEMBERS; RIGHTS AND POWERS OF MANAGING...............................................
Actions Requiring Approval of Members. Except as otherwise provided in this Agreement, the affirmative vote of a Majority in Interest of the Members shall be necessary and sufficient in order to approve or consent to any of the following matters:
1. Electing the Managers as provided in Article 5 hereof;
