Approval of Members Sample Clauses

Approval of Members. The following matters shall require Requisite Member Approval (provided that an explicit approval of such matter in the Approved Budget or related Member resolution shall constitute a Requisite Member Approval if such approval is explicitly identified as a Requisite Member Approval): (a) Prior to the Equalization Date to the extent not in accordance with Section 8.1, any distributions of Available Cash (including Tax Distributions); (b) The approval of the Proposed Budgets for the Company, other than (i) the Initial Budget, which shall be deemed approved upon the execution of this Agreement and (ii) budget items associated with capital expenditures relating to the agreements set forth on Exhibit G; provided that the Company may not without the Requisite Member Approval (i) enter into any additional **, (ii) enter into any agreements or transactions referred to in ** or **, or (iii) extend the term of any of the agreements set forth on Exhibit G. In connection with any such approval, the Members having the authority to approve the Proposed Budget shall give the notice required by Section 6.15(d) below; (c) Material deviations from Approved Budgets, including (i) with respect to any Approved Budget, any modification or amendment of any ** or other ** contained therein, the satisfaction of which results in the ** pursuant to such budget, (ii) with respect to the capital expenditure budget, changes of more than ** to the **, but excluding any items prior to the Equalization Date requiring aggregate capital expenditures of less than $** associated with a Project **, and excluding any items after the Equalization Date requiring aggregate capital expenditures of less than $** associated with a Project ** and (iii) with respect to the operating expenditure budget, increases of more than $** to the ** or increases of more than $** to the ** calculated on a **; provided that, in any case, a Project, operation, venture, agreement or activity that has received Requisite Member Approval shall automatically be incorporated within the Approved Budget and any changes or deviations required to incorporate such Project, operation, venture, agreement or activity into the then current Approved Budget shall not require additional Requisite Member Approval; provided further that any additional changes or deviations associated with such Project, operation, venture, agreement or activity shall be subject to Requisite Member Approval to the extent they involve material deviations ...

Approval of Members. Whenever any vote or consent of the Members shall be required pursuant to this Agreement, such vote or consent shall require the unanimous agreement of all of the Members.

Approval of Members. Manager shall submit to the Members in writing for their approval each act, item or decision with respect to which Manager is required to obtain the approval of the Members pursuant to the terms of this Agreement, including each act, item or decision described in Section 4.4. Except where a different time period is established elsewhere in this Agreement, each Member shall then have a period of ten (10) business days from the date upon which it receives (or is deemed to have received) such written notice in which to approve or disapprove the act, item or decision in question. In the event that a Member fails to notify Manager of its approval or disapproval of the act, item or decision in question within the time period set forth in the preceding sentence, and such notice is not received for two (2) business days following receipt (or refusal of service) by such Member of an additional notice, such Member shall be deemed to have approved such act, item or decision. Notwithstanding the foregoing, however, in the event of any emergency posing an imminent threat to persons or property, Manager shall be required to provide only such notice as is practical under the circumstances before taking such action as Manager reasonably believes to be necessary in order to remove such imminent threat. Furthermore, all matters approved or provided for in the Development Plan or an Approved Annual Plan shall be deemed to have been approved by the Members. 23

Approval of Members. Except as otherwise expressly provided in this Agreement, the Members shall have no voting or approval rights, and all actions may be taken by the Manager in accordance with this Agreement without any further consent or approval of the Members.

Approval of Members. Each new Member must, (i) be a member, or subscriber affiliate of LeadingAge Texas in good standing, and (ii) be accepted by the Company as a Member.

Approval of Members. Notwithstanding any contrary provision of this Operating Agreement, the Manager(s) shall not take any of the following actions without first obtaining the written approval by (a) the Manager(s) and (b) by Members holding at least two-thirds (2/3) of the Units in the Company: (a) Increase the rate of compensation payable by the Company to the Manager(s) or any officers or Affiliates of the Manager(s); (b) Amend Exhibit "A" to this Agreement from time to time to reflect any changes either (i) approved by an Extraordinary Majority Interest of the Member(s) or (ii) to reflect changes in Capital Contributions of Member(s) as described in Section 3.08 of this Agreement; (c) Amend this Operating Agreement or the Articles of Organization for the Company.

Approval of Members. All of the Members (as such term is defined in the Operating Agreement) of the Company, hereby consent to and approve the amendments to the Operating Agreement set forth in Sections 1, 2 and 3 hereof, and hereby authorize and direct the Company to execute this Amendment and deliver this Amendment on behalf of the Company.

Approval of Members. The Board of Directors of Buyer shall have duly approved this Agreement and the consummation of the transactions contemplated herein.

Approval of Members. Notwithstanding any prov1s1ons in this Agreement to the contrary, the Manager shall not take certain actions as set forth in the Class Schedules without the affirmative votes required ofsuch Classes in such Class Schedules.

Approval of Members. Notwithstanding any contrary provision of this Article V, but subject to Section 6.4(b), the Manager shall not take any of the following actions without first obtaining the consent of all of the Members in accordance with the provisions of Section 6.4(a): (a) sell, exchange, transfer, convey, assign, lease or otherwise dispose of, or encumber the Property or any portion thereof (other than pursuant to the Lease entered into in compliance with the provisions hereof); (b) enter into any management, leasing or brokerage agreement for the Property or any portion thereof, modify, amend or revise in any material respect to extend, renew, cancel or terminate any such management, leasing or brokerage agreement or change or suffer or permit to be changed the agent under any such management, leasing or brokerage agreement; (c) acquire any real property other than the Property, including, without limitation, leases of real property, or any personal property other than the personal or other personal property necessary or desirable for the operation and maintenance of the Property; (d) agree to a settlement of any proceeding brought for the taking of all or any portion of the Property in condemnation or by eminent domain or to a sale of all or any portion of the Property in lieu of such taking in condemnation or by eminent domain;