Common use of Activity Limitations Clause in Contracts

Activity Limitations. Notwithstanding any other provision of -------------------- this Operating Agreement and any provision of law, the Company shall not do any of the following: (a) Engage in any business or activity other than as set forth in Section 1.04 hereof; (b) Without the unanimous affirmative vote of the members of the Board of Managers of the Company, including the Independent Manager, (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due, (vii) take any corporate action in furtherance of the actions set forth in clauses (i) through (vi) of this paragraph, or (viii) in its capacity as shareholder, certificateholder, partner, member or other equity owner, cause or consent to the taking of any of the actions set forth in clauses (i) through (vii) of this paragraph by any affiliate; provided, however, that no Manager may be required by any Member to consent to the institution of bankruptcy or insolvency proceedings against the Company so long as it is solvent; (c) Without the unanimous affirmative vote of the members of the Board of Managers of the Company, including the Independent Manager, merge or consolidate with any other corporation, company or entity or sell, lease or otherwise transfer (except as contemplated by Section 1.04 hereof) all or substantially all of its assets to, or acquire all or substantially all of the assets or capital stock or other ownership interests of, any other corporation, company or entity (except as contemplated by this Agreement); (d) Without the unanimous affirmative vote of the members of the Board of Managers of the Company, including the Independent Manager, create, incur, or assume or in any manner become liable in respect of any indebtedness other than (i) accounts payable and expense accruals incurred in the ordinary course of business and which are incident to the single business purpose of the Company as stated in Section 1.04, and (ii) any liability in respect of the unpaid purchase price of Receivables; or (e) Invest in obligations of, or lend money to, Alliant Energy Corporation.

Appears in 1 contract

Samples: Operating Agreement (Alliant Energy Corp)

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Activity Limitations. Notwithstanding any other provision of -------------------- this Operating Agreement and any provision of law, the Company shall not do any of the following: (a) : hereof; Engage in any business or activity other than as set forth in Section 1.04 hereof; (b) Without the unanimous affirmative vote of the members of the Board of Managers of the Company, including the Independent Manager, (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due, (vii) take any corporate action in furtherance of the actions set forth in clauses (i) through (vi) of this paragraph, or (viii) in its capacity as shareholder, certificateholder, partner, member or other equity owner, cause or consent to the taking of any of the actions set forth in clauses (i) through (vii) of this paragraph by any affiliate; provided, however, that no Manager may be required by any Member to consent to the institution of bankruptcy or insolvency proceedings against the Company so long as it is solvent; (c) ; Without the unanimous affirmative vote of the members of the Board of Managers of the Company, including the Independent Manager, merge or consolidate with any other corporation, company or entity or sell, lease or otherwise transfer (except as contemplated by Section 1.04 hereof) all or substantially all of its assets to, or acquire all or substantially all of the assets or capital stock or other ownership interests of, any other corporation, company or entity (except as contemplated by this Agreement); (d) ; or Without the unanimous affirmative vote of the members of the me Board of Managers of the Company, including the Independent Manager, create, incur, or assume or in any manner become liable in respect of any indebtedness other than (i) accounts payable and expense accruals incurred in the ordinary course of business and which are incident to the single business purpose of the Company as stated in Section 1.04, and (ii) any liability in respect of the unpaid purchase price of Receivables; or (e) Invest in obligations of, or lend money to, Alliant Energy Corporation.

Appears in 1 contract

Samples: Operating Agreement

Activity Limitations. Notwithstanding any other provision of -------------------- this Operating Agreement and any provision of law, the Company shall not do any of the following: (a) Engage in any business or activity other than as set forth in Section 1.04 hereof; (b) Without the unanimous affirmative vote of the members of the Board of Managers of the Company, including the Independent Manager, (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due, (vii) take any corporate action in furtherance of the actions set forth in clauses (i) through (vi) of this paragraph, or (viii) in its capacity as shareholder, certificateholder, partner, member or other equity owner, cause or consent to the taking of any of the actions set forth in clauses (i) through (vii) of this paragraph by any affiliate; provided, however, that no Manager may be required by any Member to consent to the institution of bankruptcy or insolvency proceedings against the Company so long as it is solvent; (c) Without the unanimous affirmative vote of the members of the Board of Managers of the Company, including the Independent Manager, merge or consolidate with any other corporation, company or entity or sell, lease or otherwise transfer (except as contemplated by Section 1.04 hereof) all or substantially all of its assets to, or acquire all or substantially all of the assets or capital stock or other ownership interests of, any other corporation, company or entity (except as contemplated by this Agreement); (d) Without the unanimous affirmative vote of the members of the Board of Managers of the Company, including the Independent Manager, create, incur, or assume or in any manner become liable in respect of any indebtedness other than (i) accounts payable and expense accruals incurred in the ordinary course of business and which are incident to the single business purpose of the Company as stated in Section 1.04, and (ii) any liability in respect of the unpaid purchase price of Receivables; or (e) Invest in obligations of, or lend money to, Alliant Energy Corporation.

Appears in 1 contract

Samples: Operating Agreement (Alliant Energy Corp)

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Activity Limitations. Notwithstanding any other provision of -------------------- this Operating Agreement and any provision of law, the Company shall not do any of the following: (a) : hereof; Engage in any business or activity other than as set forth in Section 1.04 hereof; (b) Without the unanimous affirmative vote of the members of the Board of Managers of the Company, including the Independent Manager, (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) seek or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, (v) make a general assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due, (vii) take any corporate action in furtherance of the actions set forth in clauses (i) through (vi) of this paragraph, or (viii) in its capacity as shareholder, certificateholder, partner, member or other equity owner, cause or consent to the taking of any of the actions set forth in clauses (i) through (vii) of this paragraph by any affiliate; provided, however, that no Manager may be required by any Member to consent to the institution of bankruptcy or insolvency proceedings against the Company so long as it is solvent; (c) ; Without the unanimous affirmative vote of the members of the Board of Managers of the Company, including the Independent Manager, merge or consolidate with any other corporation, company or entity or sell, lease or otherwise transfer (except as contemplated by Section 1.04 hereof) all or substantially all of its assets to, or acquire all or substantially all of the assets or capital stock or other ownership interests of, any other corporation, company or entity (except as contemplated by this Agreement); (d) ; or Without the unanimous affirmative vote of the members of the Board of Managers of the Company, including the Independent Manager, create, incur, or assume or in any manner become liable in respect of any indebtedness other than (i) accounts payable and expense accruals incurred in the ordinary course of business and which are incident to the single business purpose of the Company as stated in Section 1.04, and (ii) any liability in respect of the unpaid purchase price of Receivables; or (e) Invest in obligations of, or lend money to, Alliant Energy Corporation.

Appears in 1 contract

Samples: Operating Agreement

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