Actions Requiring Super Majority Approval Sample Clauses

Actions Requiring Super Majority Approval. Notwithstanding anything to the contrary herein or in the JV Agreement, for so long as the Members own any Units in the Company, the Company, directly or indirectly, shall not take any of the following actions without the affirmative vote of at least eighty percent (80%) of the Managers, including at least one (1) INVO Manager (“Super-Majority Approval”): (a) make any amendments to, or any other changes to, the Business Plan (as defined in Section 7.9); (b) borrowing other than normal credit in the Ordinary Course of Business; (c) grant any liens, on any property of the Company, outside the Ordinary Course of Business; (d) make any loans, guarantees or indemnification to Managers or third parties, other than as authorized by this Agreement; (e) enter into or amend any related party agreement with a Member or Manager or their family or Affiliates, other than on customary commercial terms negotiated at arms’ length; (f) expand the business of the Company beyond the State of Georgia or effect any change in, addition to, supplementation or modification of the business of the Company; (g) make any capital expenditure or distribution of assets which exceed $100,000 individually or in the aggregate in a fiscal year, unless approved in the Business Plan; (h) enter into any agreements outside of Company’s normal course of business which provide for payments or assumption of liabilities in excess of $100,000 unless specifically approved in the Business Plan (i) hire or terminate any key executive of the Company; (j) sell, assign, license, pledge or encumber the Company’s material technology or material, other than set forth in the Intellectual Property Agreements; (k) enter into contracts or agreements for employment with any Person that include a liquidated damages provision or other severance arrangement; or (l) make any material amendments to the Company’s internal policies.

Actions Requiring Super Majority Approval. Notwithstanding any other provision of this Agreement or applicable law to the contrary, each of the Members hereby agrees that neither the Board of Managers nor the Company shall take, and shall not permit any of the Company's Subsidiaries to take, any of the following actions without the approval of at least four (4) of the five (5) Managers (a "Super Majority Vote") (which approval shall not be delegable to any Manager, any committee of the Board of Managers or any Officers of the Company, notwithstanding any other provision of this Agreement or applicable law to the contrary): (a) Any amendment or repeal of this Agreement or any term or provision hereof. (b) Any Proposed Multifamily Transaction on or prior to the fifth anniversary of the Closing Date, other than (i) a Proposed Multifamily Transaction in which no gain or loss is recognized by ▇▇▇▇▇▇ under Section 704(c) of the Code, (ii) as the result of a foreclosure (including a Preferred Equity Financing Foreclosure), the granting of a deed in lieu of foreclosure, condemnation, casualty or Bankruptcy (in each case under this clause (ii), subject to Section 4.9) or (iii) a Proposed Multifamily Transaction that may be deemed to be included in the definition of Tax Event Transaction (which does not involve the disposition of any Commercial Properties). (c) Any Tax Event Transaction on or prior to the fifth (5th) anniversary of the Closing Date, other than (A) any Tax Event Transaction resulting from a Preferred Equity Financing Foreclosure and (B) any Tax Event Transaction that results in the holders of the ▇▇▇▇▇▇ Interest receiving in the aggregate an amount of cash (on the date of closing of the Tax Event Transaction) equal to the sum of the Full Pre Lock-out Payment and the Tax Gross-Up Amount. The Company shall notify the holders of the ▇▇▇▇▇▇ Interest in writing of a Tax Event Transaction within two (2) business days of signing an agreement with respect to a Tax Event Transaction (the "Notice Date"). (d) Any change in the nature of the Company's business as conducted immediately following the Effective Time. (e) Any repayment, refinancing of or amendment to any Loan Agreement, prior to the fifth (5th) anniversary of the Closing Date, to the extent the same would result in ▇▇▇▇▇▇'▇ share of "nonrecourse liabilities" (within the meaning of Treasury Regulation Section 1.752) and "qualified nonrecourse financing" (within the meaning of Section 465 of the Code) being less than the Initial QNL Amount. (f...