Actions Requiring Majority Board Approval. (i) Unless otherwise specified in this Agreement, all decisions of the Board shall require the affirmative approval of Managers representing at least a Majority Approval. For the avoidance of doubt, such actions requiring Majority Approval shall include the actions set forth in Exhibit 5, and the Company shall not take, and none of the Board, the General Manager or any Officer may take or cause the Company or any Company Subsidiary to take, any such action without first having obtained the prior written approval (which approval may be given by email) of those Managers representing at least a Majority Approval.
Actions Requiring Majority Board Approval. All actions required or permitted to be taken by the Board of Managers shall be taken only if approved by at least three (3) members of the Board. Without limiting the effect of the foregoing sentence, the following actions shall not be taken without the approval of at least three (3) members of the Board of Managers ("Majority Board Approval"):
(i) the determination that additional capital contributions shall be made by the Members in accordance with Section 4.1(b);
(ii) the merger or consolidation of the Company with any other entity, in which the Company is not the surviving entity;
(iii) the sale of one hundred percent (100%) of the Interests in the Company by the Members;
(iv) the sale of all or substantially all of the Company's assets;
(v) the sale, mortgage, pledge, creation of security interests in, lease, license or other disposition of assets or operations of the Company (other than sales of inventory, disposition of surplus or obsolete assets, the licensing of intellectual property rights and other transactions in the ordinary course of business of the Company) with a Fair Market Value greater than $1,000.00 in any transaction;
(vi) any acquisition of or investment in the Equity Securities of any Person or the operations of any Person;
(vii) capital expenditures of an aggregate amount greater than the aggregate amount of capital expenditures contemplated by the annual operating and capital budget for the relevant Fiscal Year approved by the Board under Section 6.3(a)(ix) plus an amount equal to the lesser of 10% of such aggregate budgeted amount or $1,000.00;
(viii) issuance of any additional Interest or Interests in the Company;
(ix) approval of the Company's annual operating and capital budget for any Fiscal Year;
(x) approval of any strategic operating or capital investment plan for future Fiscal Years, if any;
(xi) borrowings in excess of those contemplated by the annual operating and capital budget approved under Section 6.3(a)(ix) above, other than cash advances by a Member under any cash management program established under the Services Agreement between a Member and the Company;
(xii) the discharge or appointment of the Company's independent certified public accountants;
(xiii) the execution and delivery of (A) any contract, agreement or other obligation requiring the payment or expenditure of more than $1,000.00 by the Company or (B) contracts, agreements or other obligations executed in any Fiscal Year which require, in the aggregate,...
