Approval by Members. Each Member agrees to execute, certify, acknowledge, deliver, swear to, file, and record at the appropriate public offices such documents as may be deemed necessary or appropriate to evidence the appointments described in Section 4.3(a)(i) and Section 4.3(a)(ii) of this Annex C, including statements required to be filed with the tax returns of the Company in order to effect the designation of the Tax Representative or Designated Individual (and any successor).
Approval by Members. (a) Except as provided in Section 13.3(d), the Board of Directors, upon its approval of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion, as applicable, be submitted to a vote of the Members, whether at the Company’s annual meeting, a special meeting or by written consent, in either case in accordance with the requirements of Article XII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as applicable, shall be included in or enclosed with the notice of a meeting or the written consent.
(b) Except as provided in Sections 13.3(d) and 13.3(e), the Merger Agreement or the Plan of Conversion, as applicable, shall be approved upon the affirmative vote of the holders of at least a majority of the voting power of the Outstanding Voting Shares.
(c) Except as provided in Sections 13.3(d) and 13.3(e), after such approval by vote or consent of the Members, and at any time prior to the filing of the certificate of merger or the certificate of conversion pursuant to Section 13.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or the Plan of Conversion, as the case may be.
(d) Notwithstanding anything else contained in this Article XIII or in this Agreement, the Board of Directors is permitted, without Member approval, to convert the Company or any Group Member into a new limited liability entity, to merge the Company or any Group Member into, or convey all of the Company’s assets to, another limited liability entity that shall be newly formed and shall have no assets, Liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from the Company or other Group Member if (i) the Board of Directors has received an Opinion of Counsel that the conversion, merger or conveyance, as the case may be, would not result in the loss of the limited liability of any Member as compared to its limited liability under the Delaware Act, (ii) the purpose of such conversion, merger or conveyance is to effect a change in the legal form of the Company into another limited liability entity and (iii) the Board of Directors determines that the governing instruments of the new entity provide the Members with substantially the same rights and obligations as are herein contained.
(e) Additionally, notwithstanding anything else contained in this Article XIII or in t...
Approval by Members. Except as may be expressly set forth in this Agreement, in all matters in which a vote, approval or consent of the Members is required, a vote, consent or approval of Members holding a Majority-in-Interest shall be sufficient to authorize or approve such act.
Approval by Members. Notwithstanding anything to the contrary in this Agreement, the following actions shall require the prior approval of Members of the Company holding an aggregate Profit and Loss Percentage of at least 80%:
(i) the dissolution of the Company or the winding up or liquidation of its affairs;
(ii) any sale of all or substantially all of the assets of the Company; or
(iii) any amendment to this provision of the Agreement;
(iv) any public offering of equity interests in the Company;
(v) the voluntary commencement by the Company of any proceeding under any reorganization, arrangement, adjustment of debt, relief of debtors, dissolution, insolvency, bankruptcy or liquidation or similar law or the decision to acquiesce in any petition, proceedings or other action commenced under any such law by any Person other that the Company;
(vi) any transaction, other than securities trading in the ordinary course, by the Company with any Member of the Company or any Affiliate or Associate of any Member. For the purposes hereof, an "Affiliate" of any Person shall mean a person controlled by, controlling or under common control with such Person and an "Associate" of such Person shall have the meaning set forth in Rule 12b-2 promulgated under the 34 Act.
Approval by Members. Notwithstanding anything to the contrary set forth in this Operating Agreement, and to the extent permitted under the Act, in the event the Members choose to consider any of the matters set forth in Section 4.1 (whether or not the Board of Representatives has addressed or come to deadlock in connection with such matter), such matter shall require the unanimous approval of all the Members at a meeting or by written consent.
Approval by Members. The following will require approval by two- thirds in interest of the Members.
(a) Any amendment of the Certificate of Formation of the Company or this Agreement;
(b) The filling of a vacancy in the position of the Manager;
(c) Admission of a new Member;
(d) Approval of the budget on an annual basis, and any modification to the budget;
(e) Any agreement committing the Company to an obligation in excess of $10,000;
(f) Any single expenditure or related expenditures in excess of $5,000;
(g) Creation of any lien or encumbrance on the assets of the Company;
(h) An alteration of the primary purpose of the Company;
(i) A vote to dissolve the Company;
(j) The sale, exchange or other disposition of all, or substantially all, of the Company's assets as part of a single transaction or plan;
(k) The merger of the Company with another limited liability company, a limited partnership, a general partnership or other entity;
(l) Determination of transfer prices or royalties to be paid to the Company; and
(m) Approval of growers.
Approval by Members. This Agreement requires specific approval from the legislative bodies of the Members for certain actions provided for under this Agreement. These actions include:
i. Implementation of an Additional Program in a Member’s jurisdiction (Section 2.D, Section 5).
ii. Approval of an alternative organic materials program (Section 4.B.iii).
iii. Dissolution of the Agency (Section 10.G).
iv. Amendment of this Agreement (Section 13.B).
Approval by Members. (a) Except as otherwise provided herein, all actions of the Company requiring the approval of the Members in either their capacity as Members under this Agreement or the Act shall be approved by the Members holding a majority of the Interests, either at a meeting of the Members or by written consent in lieu thereof. Any action requiring the approval of the Members may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action to be taken, is signed by the Members beneficially owning a majority of the Interests.
Approval by Members. After the approval of this Plan of Merger by the Boards of both LHCC and FBC, this Plan of Merger shall be promptly submitted to the members of each church, and must be approved by a vote of the members of LHCC and FBC at special meetings of the congregations of each church. Currently, both LHCC and FBC plan to have congregational meetings for membership vote to approve this Plan of Merger on March 20, 2022. Both LHCC’s Bylaws and FBC’s Bylaws require a quorum of voting members to be present in order to obtain a vote of affirmation. The Plan of Merger shall be adopted upon receiving the affirmative vote of at least a majority of the members entitled to cast votes who are present at the respective March 20, 2022 LHCC and FBC church member meetings.
Approval by Members. Except as otherwise expressly required in this Agreement or by mandatory provisions of the Act, whenever any action, including any approval, consent, determination, resolution, or decision is to be taken or given by the Members under this Agreement or under the Act, it shall be authorized by the vote or approval of such Member(s) that at such time hold(s) at least a majority of the Membership Interests of the Company then issued and outstanding.
