Common use of Actions Requiring Approval of Members Clause in Contracts

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 liability with a value in excess of $10,000.00 or agree to the provision of any equitable relief by the Company; or (m) Initiate or consummate an initial public offering or make a public offering and sale of the Membership Interests or any other securities.

Actions Requiring Approval of Members. Without Notwithstanding the written foregoing, the Manager shall not cause or permit the Company to, without 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 toRequisite Members: (a) Acquire any real amend, modify or personal property waive the Certificate of Formation or interest therein on behalf this Agreement; provided that the Manager may, without the consent of the Company other Members, amend Schedule A following any new issuance, redemption, repurchase or transfer of Units in accordance with this Agreement; (b) make any material change to the nature of the business conducted by the Company; (c) issue additional Units or admit additional Members to the Company; (d) incur any Indebtedness in excess of $100,000.00 (other than Indebtedness incurred in connection with the Vacant Land and issuance of promissory notes through the Property and Company’s Regulation Crowdfunding offering), pledge or grant liens on any assets or guarantee, assume, endorse or otherwise become responsible for the personal property obligations of any other Person, except to the extent approved or authorized in the Budget; 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 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 fundsconsistent with past practice; (ce) Enter enter into or amend, modify, effect any transaction or terminate any agreement pertaining to series of related transactions involving the sale, conveyancelease, exchangelicense, exchange or other transfer disposition (including by merger, consolidation, sale of stock or sale of assets) by the Company 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 thereinassets, 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 documentsbusiness consistent with past practice; (f) Establish 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 settle any lawsuit, action, dispute or other proceeding or otherwise assume any liability with a value in excess of $10,000.00 100,000.00 or agree to the provision of any equitable relief by the Company; or; (mh) Initiate initiate or consummate an initial public offering or make a public offering and sale of the Membership Interests Units or any other securities; (i) make any investments in any other Person in excess of $250,000.00; or (j) dissolve, wind-up or liquidate the Company or initiate a bankruptcy proceeding involving the Company.

Actions Requiring Approval of Members. Without The Managing Member shall not take the written approval following actions on behalf of the Company unless such actions are approved by Members holding at least seventy-five owning one hundred percent (75100%) of the Percentage Membership Interest, total Units allocated to all the Company shall not, and shall not enter into any agreement or commitment toMembers: (a) Acquire sell, transfer, exchange or otherwise dispose of, or lease, mortgage, pledge or merge, any real or personal property or interest therein on behalf of the Company Company's properties, 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 ProjectExcess Goods; (b) Borrow money, issue evidences change the primary character of indebtedness, or grant any mortgages or other encumbrances on or security interests in the assets business 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 assign the property of the Company in trust for creditors or amend, modifyon the assignee's promise to pay the debts of the Company; (d) dispose of the good will of the business of the Company; (e) do any other act that would make it impossible to carry on the ordinary business of the Company; (f) borrow money or otherwise cause the Company to incur debt, or terminate any agreement pertaining pledge or mortgage Company assets to secure the repayment of borrowed sums; (g) hire employees or obtain the services of independent contractors or consultants, including the selection of a firm of independent certified public accountants to perform an annual audit and issue an opinion letter with respect to the salefinancial statements of the Company or the selection of a firm of attorneys; (h) enter into transactions of any kind with any Member or any Affiliate of any Member; (i) compromise, conveyance, exchange, arbitrate or other transfer otherwise settle or adjust claims in favor of or against the Company and commence or defend litigation with respect to the Company or any assets of the Company, all or sell, convey, exchange, or otherwise transfer any assets of the above matters being at the expense of the Company, including, without limitation, all ; (j) confess a judgment; (k) submit a claim or any portion liability of the Property Company to arbitration or reference; (l) admit additional or substitute Members; (m) decide on the amount and timing of all distributions to Members; (n) make any interest thereincapital expenditures, including any related series of transactions, other than nonmaterial transfers of personal, tangible, or intangible property those made in the ordinary course of business; (do) Engage make any loans or extend any credit, except to customers in the Accountant or any other accountant or legal counsel for the Company or change or terminate any accountant or legal counselordinary course of business; (ep) Effect a mergerenter into or amend any management contract, conversionlicense agreement, consolidation, lease or other reorganization material contract other than in the ordinary course of the Company or modify or amend the Certificate or this Agreementacquisition, or other governance documentsmanagement and disposition of Excess Goods; (fq) Establish sell Excess Goods at a subsidiary or enter into any joint venture or similar business arrangement;loss subject, however, to the terms and conditions of Section 4.4(b); and (gr) 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 establish reserves in excess of $10,000.00; (l) Settle any lawsuit, action, dispute or other proceeding or otherwise assume any liability with a value the amount contemplated in excess of $10,000.00 or agree to the provision of any equitable relief by the Company; or (m) Initiate or consummate an initial public offering or make a public offering and sale of the Membership Interests or any other securitiesSection 6.5.