Actions Requiring Member Approval. Notwithstanding any other provision of this Agreement, the affirmative vote or written consent of the Majority Interest shall be required to approve the following matters:
(i) The dissolution or winding up of the Company;
(ii) The merger or consolidation of the Company;
(iii) The sale, exchange, transfer, contribution, mortgage, pledge, encumbrance, lease or other disposition or transfer of all or substantially all of the assets of the Company;
(iv) The election of Managers; and
(v) Amendments to this Agreement; provided, however, that the Board of Managers is expressly authorized to make such amendments to Schedule I attached hereto as it deems necessary to reflect any admission of a new Member or any assignment or issuance of Membership Shares which has been approved in accordance with Section 18 or any additional capital contribution by a Member which has been approved in accordance with Section 8(b).
Actions Requiring Member Approval. Notwithstanding any other provision of this Agreement, the affirmative vote or written consent of Members whose Membership Interest(s) exceed 50% shall be required to approve the following matters:
(i) The dissolution or winding up of the Company;
(ii) The merger or consolidation of the Company;
(iii) The sale, exchange, mortgage, pledge, encumbrance, lease or other disposition or transfer of all or substantially all of the assets of the Company;
(iv) The declaration of any payment or distributions; and
(v) Amendments to this Agreement.
Actions Requiring Member Approval. The prior written consent of the Members holding a majority of the Class A Units then held by all Members and the Members holding a majority of the Class B Units then held by all Members, each voting separately as a single class, shall be required for the following; provided that for so long as FTB and its Affiliates collectively hold twenty percent (20%) or more of the Class B Units, FTB’s (and only FTB’s) written consent in respect of the Class B Units will be required to the extent so requested by FTB; and provided further that such action shall be effected by written consent and upon ten days’ prior notice sent to all Members:
(i) any amendment to the Certificate; and
(ii) any amendment to this Agreement; provided that, at any time after the Exchange Agreement is no longer in effect, any amendment to the Certificate or this Agreement shall only require the prior consent of the Members holding a majority of the Units, voting together as a single class.
Actions Requiring Member Approval. Notwithstanding Section 8.1, and in addition to any other matters requiring the approval of some or all of the Members hereunder, without the approval of the Fund A Advisor (or, if there is then no Fund A Advisor, the Class A Member), the Manager shall have no authority to:
8.3.1 liquidate more than twenty (20) positions included in the Portfolio in a single transaction or series of related transactions;
8.3.2 cause the Company to engage in a transaction that would result in a Company security being Transferred to Fund B;
8.3.3 cause the Company to acquire any asset other than by reason of (i) any stock dividend, stock split, stock issuance, combination, recapitalization, reclassification, merger, consolidation, conversion or similar transaction with respect to any security held by it, (ii) the Company's cashless exercise of any option, warrant, conversion or exchange right, with respect to securities held by it, (iii) the acquisition of Funded Securities using cash contributed entirely by Fund B in its capacity as a Class C Member pursuant to Section 5.3; or (iv) the Company's exercise, using cash available in the Company or, in the absence of such cash, borrowed in accordance with Sections 8.3.9 and 8.10, of any option, warrant, conversion or exchange right, with respect to securities held by it, that could not have been exercised on a cashless basis (such securities being "Cash Option Securities");
8.3.4 cause the Company to incur (i) any single Non-Routine Expense exceeding $5,000, (ii) any expense described in the definition of Routine Expense above the respective expense caps contained therein, and (iii) in any twelve (12)-month period, an aggregate in excess of $75,000 of single Fund Expenses which are individually less than $5,000 each;
8.3.5 delegate or assign any of its obligations as Manager hereunder other than as permitted by Section 8.6;
8.3.6 cause the Company to merge or consolidate with or into any other Entity or change its form of organization (including, without limitation, for tax purposes);
8.3.7 cause the Company to pay any compensation to, or engage in any transaction with, the Manager or an Affiliate of the Manager except as provided herein;
8.3.8 cause the distribution of any Marketable Securities in kind except in accordance with Section 7.4;
8.3.9 except to borrow money to acquire Cash Option Securities in accordance with Section 8.10, cause the Company to borrow money or pledge assets to secure such borrowing; or
8.3.10 act, el...
Actions Requiring Member Approval. Notwithstanding Section 8.1, and in addition to any other matters requiring the approval of some or all of the Members hereunder, without the approval of the Portfolio A Advisor (or, if there is then no Portfolio A Advisor, the Class A Member), the Manager shall have no authority to:
8.3.1 liquidate more than two (2) positions included in the Portfolio A in a single transaction or series of related transactions;
8.3.2 cause the Company to engage in a transaction that would result in a Company security being Transferred from Portfolio A or Portfolio AA to Portfolio B;
8.3.3 cause the Company to acquire any asset that would be included in either Portfolio A or Portfolio AA other than by reason of (i) any stock dividend, stock split, stock issuance, combination, recapitalization, reclassification, merger, consolidation, conversion or similar transaction with respect to any security held by in such portfolio, (ii) the Company’s cashless exercise of any option, warrant, conversion or exchange right, with respect to securities held in such portfolio, or (iii) the Company’s exercise, using cash available in the Company or, in the absence of such cash, borrowed in accordance with Sections 8.3.9 and 8.10, of any option, warrant, conversion or exchange right, with respect to securities held in that portfolio, that could not have been exercised on a cashless basis (such securities being “Cash Option Securities”);
8.3.4 cause the Company to incur with respect to Portfolio A or Portfolio AA any Non-Routine Expenses;
8.3.5 delegate or assign any of its obligations as Manager hereunder other than as permitted by Section 8.6;
8.3.6 cause the Company to merge or consolidate with or into any other Entity or change its form of organization (including, without limitation, for tax purposes);
8.3.7 cause the Company to pay any compensation to, or engage in any transaction with, the Manager or an Affiliate of the Manager except as provided herein;
8.3.8 cause the distribution of any Marketable Securities in kind except in accordance with Section 7.4;
8.3.9 except to borrow money to acquire Cash Option Securities in accordance with Section 8.10 or pay expenses pending the receipt of Net Portfolio Receipts cause the Company to borrow money or pledge assets to secure such borrowing; or
8.3.10 act, elect, report or otherwise exercise its duty or authority as the Tax Matters Partner with respect to Company tax matters.
Actions Requiring Member Approval. The following actions shall require the affirmative approval of Members owning at least a majority of the Membership Percentages:
(i) the sale, exchange, lease or other disposition of all or substantially all of the property of the Company;
(ii) the taking of any action for the (A) commencement of a voluntary case under any applicable bankruptcy, insolvency or similar law now or hereafter in effect, (B) consent to the entry of any order for relief in an involuntary case under any such law, (C) consent to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the Company or of any substantial part of the property thereof, (D) making by the Company of a general assignment for the benefit of creditors, or (E) making of any other arrangement or composition with creditors generally to modify the terms of payment of, or otherwise restructure, their obligations;
(iii) the admission of new or substituted Members pursuant to Article IX;
(iv) the merger of the Company with any other Entity;
(v) except as otherwise provided in Section 10.1 hereof, the dissolution or liquidation of the Company; and
(vi) the selection of the Liquidating Trustee.
Actions Requiring Member Approval. The prior written consent of the Managing Member and Members holding a majority of the Units (other than those held by the Managing Member) shall be required for the following:
(a) any amendment to the Certificate other than an amendment to change the name of the Company, which amendment may be approved by the Managing Member in its sole discretion;
(b) any amendment to this Agreement except as otherwise provided in this Agreement;
(c) redeem, acquire or otherwise purchase any Unit or other Equity Security of the Company except pursuant to an Exchange or in connection with the IPO Transactions;
(d) commence a Bankruptcy with respect to, or wind-up or dissolve the Company or any of its Subsidiaries;
(e) any change that will result in the Company no longer being a pass through entity for tax purposes;
(f) allow to occur a sale of substantially all the assets of the Company, merge or consolidate with or into another Person, or enter into any other business combination (except, in the case of any Subsidiary of the Company, with another Subsidiary of the Company);
(g) other than Distributions authorized in this Agreement, declare or pay any Distribution; or
(h) agree to do any of the foregoing.
Actions Requiring Member Approval. The prior written consent of the Managing Member and Members holding a majority of the Units (other than those held by the Managing Member) shall be required for the following:
(a) any amendment to the Certificate; and
(b) any amendment to this Agreement.
Actions Requiring Member Approval. (a) Notwithstanding any other provision of this Agreement, the Company shall not, without first obtaining the affirmative vote or written consent of each of (i) a Majority in Voting Interest, (ii) the Majority of the Minority and (iii) if required pursuant to Section 3.1(j), the consent of at least one (1) of the Fugro Directors:
(i) issue or sell any Membership Interests to the extent the price paid for such Membership Interests is below Fair Market Value; or
(ii) enter into, renew, amend or modify any contract, arrangement or transaction with any Member or any Affiliate of any Member, on the one hand, and the Company or any of its Subsidiaries, on the other hand, except for (A) this Agreement (which shall be governed by its own respective terms), and (B) entering into any contract, arrangement or transaction (x) provided for in this Agreement or (y) on an arms’ length basis or otherwise fair to the Company as determined by the Board.
Actions Requiring Member Approval. Notwithstanding Section 8.1, and in addition to any other matters requiring the approval of some or all of the Members hereunder, without the approval of the Fund B Advisor (or, if there is then no Fund B Advisor, the Class A Members in accordance with Section 13), the Manager shall have no authority to:
8.3.1 cause the Company to engage in a transaction that would result in a Fund A security being converted into a new series security and then Transferred to the Company by reason of a direct investment by the Company directly attributable to the security of the Fund A Portfolio Company being Transferred;
8.3.2 cause the Company to acquire any asset other than follow-on or exercised securities in Fund A Portfolio Companies;
8.3.3 delegate or assign any of its obligations as Manager hereunder other than as permitted by Section 8.6;
8.3.4 cause the Company to merge or consolidate with or into any other Entity or change its form of organization (including, without limitation, for tax purposes);
8.3.5 cause the Company to pay any compensation to, or engage in any transaction with, the Manager or an Affiliate of the Manager except as provided herein;
8.3.6 cause the distribution of any Marketable Securities in kind except in accordance with Section 7.3;
8.3.7 cause the Company to borrow money or pledge assets to secure such borrowing except in accordance with Section 5.3; or
8.3.8 act, elect, report or otherwise exercise its duty or authority as the Tax Matters Partner with respect to Company tax matters.
