Actions Requiring Member Consent. Notwithstanding any other provision of this Agreement, the Managing Member shall have no authority without the Consent of the Capital Member to (i) do any act that is in contravention of this Agreement or that is not consistent with the purposes of the Company, (ii) do any act that would make it impossible to carry on the ordinary business of the Company, (iii) guarantee obligations of Portfolio Companies, (iv) to make an election to adjust the Capital Accounts of the Members as contemplated by Section 2.3.3 or (v) amend the Management Contract. Other than as set forth in this Section 4.3 or elsewhere in the Agreement, the Capital Member shall not participate in the management, operation or control of the Company.
Actions Requiring Member Consent. Notwithstanding any provision of this Agreement to the contrary, neither the Board nor any Manager, Officer or any other Person shall have the authority on behalf of the LLC to take any action set forth in this Section 5.4 (whether by merger, consolidation or otherwise) unless such action has received the express written consent of the Members holding at least sixty percent (60%) of the issued and outstanding Units held by all Members; provided, however, that those actions set forth in Subsections 5.4(b), (f) and (h) shall require the express written consent of the Members holding at least seventy-five percent (75%) of the issued and outstanding Units held by all Members:
Actions Requiring Member Consent. Notwithstanding anything in this Agreement to the contrary, neither the Company nor any of the Company’s Subsidiaries may take any of the following actions without prior (x) Board Consent and (y) Member Consent; provided that the actions set forth under Section 6.4(k) and Section 6.4(l) shall require Series A Supermajority Consent prior to the Series A Redemption Date:
Actions Requiring Member Consent. Anything in this Agreement to the contrary notwithstanding, the Company shall not, and the Managing Member shall cause the Company not to, take the following actions without the affirmative written approval of a Super Majority of Non-Managing Members in their sole discretion:
Actions Requiring Member Consent. 11 Section 4.4 Payment of Fees and Expenses; Management Fee................................... 11 ARTICLE FIVE - OTHER ACTIVITIES OF MEMBERS; CONFLICTS OF INTEREST............................... 12 Section 5.1 Commitment of Members.......................................................... 12 Section 5.2 Agreements with Portfolio Companies............................................ 13 Section 5.3 Obligations and Opportunities for Members...................................... 13
Actions Requiring Member Consent. Notwithstanding the generality of the Managers’ authority above in Section 6.7, the Managers are not empowered, without the consent of a Majority Interest (or such other consent of the Members as is expressly provided elsewhere in this Agreement to undertake any of the following), to:
Actions Requiring Member Consent. The Company shall not have the authority to (or to cause any of its Subsidiaries to), and shall not (and shall not cause any of its Subsidiaries to), and without limiting the generality of the foregoing, no Member, Officer or employee shall have the authority to (or to cause any of the Company’s Subsidiaries to), and no Member, Officer or employee shall, or shall cause the Company or any of its Subsidiaries to, take any of the following actions (such actions being herein collectively called the “Major Decisions”), except (x) as expressly contemplated by the applicable Budget and Business Plan, or (y) with the prior written consent of each of JG TopCo (subject to Sections 3.2, 6.1(a) (including in connection with a Competition Event) and 7.8, and provided, however, that with respect to a Sale Transaction contemplated by Section 7.5 and approved by HHC and/or any change in form contemplated by 7.2(b), such consent by JG TopCo with respect to any applicable Major Decision shall not be unreasonably withheld, delayed or conditioned) and HHC (each of the following clauses being in addition to, and not in limitation of, each other of the following clauses):
Actions Requiring Member Consent. Notwithstanding any other provision of this Agreement, a Member shall have no authority to do any of the following without the unanimous Consent of the Members:
Actions Requiring Member Consent. Notwithstanding the provisions of Section 3.4, the Company shall not, and shall not permit any subsidiary to, without first having provided written notice of such proposed action to each holder of outstanding Units and having obtained the affirmative vote or written consent of a Majority Interest:
Actions Requiring Member Consent. The affirmative vote of a Majority in Interest of the Members shall be required to:
