Approval Rights of Members Sample Clauses

Approval Rights of Members. (a) Notwithstanding anything to the contrary in this Agreement, the Company and the Board of Managers shall not, and shall take all action possible to ensure that each Subsidiary of the Company shall not, without the prior written consent of a Majority Interest: (i) make any Distributions pursuant to clause (z) of Section 4.1(b); (ii) enter into any disposition of assets or similar transaction (whether by merger or sale of stock or assets or otherwise, and whether in one transaction or a series of related transactions) having a value in the aggregate, on a rolling 12-consecutive months’ basis, in excess of five percent of the value of the Company’s assets (on a consolidated basis), excluding (i) sales of inventory in the ordinary course and (ii) any disposition of obsolete, excess, damaged or otherwise unusable assets; (iii) enter into any acquisition of assets, investment or similar transaction (whether by merger or acquisition of stock or assets or otherwise, and whether in one transaction or a series of related transactions) having a value in the aggregate, on a rolling 12-consecutive months’ basis, in excess of five percent of the value of the Company’s assets (on a consolidated basis) prior to such acquisition, excluding acquisitions made (i) in accordance with the Business Plan or (ii) in accordance with any Project Execution Plan; (iv) (1) materially increase the compensation, severance, benefits or equity incentives paid or payable to any employee of the Company or any of its Subsidiaries with a title of manager or more senior employee, (2) enter into, terminate or materially modify any employment agreements or equity incentive agreements with any employee of the Company or any of its Subsidiaries, or (3) pay any bonuses to or issue any equity interests (or commitments based on equity value) in the Company to employees or service providers of the Company or its Subsidiaries; or (v) change the Fiscal Year of the Company or any of its Subsidiaries or retain or engage independent auditors for the Company or any of its Subsidiaries other than a “big four” accounting firm (as such term is commonly understood at the time); (b) Notwithstanding anything to the contrary in this Agreement, the Company and the Board of Managers shall not, and shall take all action possible to ensure that each Subsidiary of the Company shall not, without the prior written consent of a Supermajority Interest: (i) issue any Units or Equity Securities (other than pursuant to Sect...
Sample 1
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Approval Rights of Members. (a) For the purposes of this Agreement, (i) Azoff Member hereby designates Azoff (the “Azoff Member Designee”) as the initial Azoff Member Designee having the sole and exclusive right, power and authority to act on behalf of, and to bind, Azoff Member in Azoff Member’s capacity as a Member; and (ii) MSG Member hereby designates Xxxxx (the “MSG Member Designee”) as the initial MSG Member Designee having the sole and exclusive right, power and authority to act on behalf of, and to bind, MSG Member in MSG Member’s capacity as a Member. Neither Member shall have the right to remove or replace the other Member’s Designee, except to the extent permitted pursuant to Article 6. Any change by a Member in its Designee shall be set forth in a written notice provided to the other Member. (b) Neither the Company nor any of its Subsidiaries shall take any of the following actions without the prior written approval of the MSG Member Designee (acting on behalf of MSG Member) and the Azoff Member Designee (acting on behalf of Azoff Member): (i) to draw upon the Credit Facility, if following such draw, the aggregate principal amount of borrowings under the Credit Facility then outstanding would exceed Twenty-Five Million Dollars ($25,000,000); it being agreed that, for the avoidance of doubt, the Company may draw upon the Credit Facility (without the prior approval of the MSG Member Designee (acting on behalf of MSG Member)) if following such draw, the aggregate principal amount of borrowings under the Credit Facility then outstanding would not exceed Twenty-Five Million Dollars ($25,000,000); (ii) to award a bonus to Azoff under the Azoff Employment Agreement; (iii) to acquire or redeem any Interest or Indebtedness, or to alter a Member’s interest in distributions (a “Distribution”), profits, losses, or other items of income, gain, loss and deduction; (iv) to issue any Interests or admit any Person as a Member except as a result of a Permitted Transfer; (v) to merge or consolidate the Company or any of Company’s Subsidiaries with any Person; (vi) to make an Acquisition that (A) is not a Nonrecourse Transaction, (B) would require borrowings under the Credit Facility and the aggregate principal amount of borrowings under the Credit Facility outstanding thereafter would exceed Twenty-Five Million Dollars ($25,000,000), or (C) following the Acquisition, the Company would have inadequate working capital for its remaining businesses, taking into account any remaining availabilit...
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Approval Rights of Members. 6.4.1 Prior to the Managing Member taking any action listed in Exhibit F (each, a “Major Action”), the Managing Member shall provide Notice to the Operating Member of such proposed Major Action, an analysis of the proposed Major Action and the reason for such Major Action. The Operating Member shall have ten (10) Business Days from its receipt of the Notice to review the information provided and either provide Notice of its Consent or non-Consent to such Major Action. If the Operating Member does not Consent to such Major Action, the Operating Member shall provide to the Managing Member a summary of the reason for its rejection and such additional information supporting such reason as the Managing Member may reasonably request. The Members shall then engage in good faith negotiations to come a joint consensus as to such action. 6.4.2 If, after the review period described above, the Operating Member has not delivered to the Managing Member the Notice of its Consent or non-Consent described above, the Managing Member may cause the Company to take the Major Action.
Sample 1
Approval Rights of Members. Notwithstanding Section 4.1 or Article III of this Agreement, the Managers shall not amend the Certificate in any manner that, if contained in an amendment to this Agreement or an action described in Section 3.3, would require the Approval of Members or the separate approval of Visa without first obtaining such approval. Except as provided in this Section 4.2 or as may be otherwise expressly provided under this Agreement or the Act, the Members shall not have the right to approve any other actions or decisions of the Manager with respect to matters relating to the Company.
Sample 1
Approval Rights of Members. Notwithstanding anything to the contrary contained in this Agreement, the approval of a Required Interest shall be required in order to: [***] PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS.
Sample 1
Approval Rights of Members. Notwithstanding anything to the contrary contained in this Agreement, the approval of a Required Interest shall be required in order to: (a) authorize any amendment to the Certificate, this Agreement, the Valero Agreements or the Frontier Agreements; (b) authorize the election or removal of the Manager; PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO AN APPLICATION FOR CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [***] DENOTES OMISSIONS. (c) enter into a merger, conversion, consolidation, reorganization, reclassification or sale of all or substantially all of the assets of the Company and its Subsidiaries taken as a whole, other than in accordance with Sections 10.1, 10.2 or 10.3; (d) subject to repurpose rights set forth in the Technology License Agreement, change in any material respect the Business or enter into any new line of business not within the scope of the Business; (e) admit any Additional Member, pursuant to Section 3.4, or any Substituted Member, pursuant to Section 8.3; (f) except as provided in Sections 3.2 or 3.3, issue or grant any right to acquire any Membership Interest, or any rights, options, or warrants to purchase a Membership Interest, or any securities convertible into a Membership Interest; (g) grant any mortgage, security interest or other lien on any asset(s) of the Company or any Subsidiary which, when taken together with all other mortgages, security interests and other liens on assets of the Company or any Subsidiary, would exceed Ten Million Dollars ($10,000,000); (h) except for sales of biofuel or co-products or byproducts thereof, sell, lease or otherwise transfer any assets of the Company or any Subsidiary in a single transaction or series of transactions which have an aggregate cost or Fair Market Value of Ten Million Dollars ($10,000,000) or more; (i) enter into, amend or terminate any Major Contracts; (j) hire any employees for the Company or any Subsidiary (the parties acknowledging the intent that (i) all persons employed at the Facility or otherwise are anticipated to be employees of Valero Parent or one of Valero Parent’s Affiliates under the Construction Management Agreement or the O&M Agreement or otherwise provided through independent contractors and (ii) the Frontier Member does not have approval or veto rights regarding hiring of Valero Parent employees or employees of a Valero Parent Affiliate); (k) acquire, on behalf of th...
Sample 1
Approval Rights of Members. Notwithstanding Section 4.1 or Article III of this Agreement, none of the following actions may be taken by the Company (whether by the Managers or otherwise) without the prior written consent of the Members: (a) The sale, lease, transfer or other disposition of all or substantially all of the assets of the Company; (b) Any merger or consolidation involving the Company; (c) Any voluntary liquidation, dissolution or termination of the Company except in accordance with Section 10.1; (d) Any amendment or restatement of the Articles, other than amendments that do not adversely affect the rights of any Member; (e) The issuance of Company debt securities; (f) Contracts having a face value in excess of $3.0 million; (g) Any loans from the Company to a Member. Except as provided in this Section 4.2 or as may be otherwise expressly provided under this Agreement or the Law, the Members shall not have the right to approve any other actions or decisions of the Managers with respect to matters relating to the Company.
Sample 1
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Related to Approval Rights of Members

  • Rights of Members (a) Each Member irrevocably waives any right that it may have to maintain an action for partition with respect to the property of the Company. (b) Except as otherwise provided in this Agreement, (i) each Member shall look solely to the assets of the Company for the return of its Capital Contributions, and (ii) no Member shall have priority over any other Member as to the return of its Capital Contributions, distributions or allocations.

  • Approval Rights So long as SCG Beneficially Owns 25% or more of the Common Shares outstanding, SCG shall have the right (each, an "Approval Right") to approve the following matters as proposed by the Company:

  • Voting Rights of Members The Members shall have voting rights as defined by the Membership Voting Interest of such Member and in accordance with the provisions of this Agreement. Members do not have a right to cumulate their votes for any matter entitled to a vote of the Members, including election of Directors.

  • Individual Rights Nothing contained herein shall be construed as limiting the right of any employee having a complaint to discuss the matter through administrative channels and to have the problem adjusted without the intervention of the Association, as long as the Association is notified in writing of the disposition of the matter and such disposition is not inconsistent with the terms of this Agreement.

  • Transfers of Membership Interests 8.1. A Member may withdraw from the Company at any time by giving Notice of withdrawal to the Manager at least 180 calendar days before the effective date of withdrawal. Withdrawal will not release a Member from any obligations and liabilities under this Agreement accrued or incurred before the effective date of withdrawal. A withdrawing Member will divest the Member’s entire Membership Interest before the effective date of withdrawal in accordance with and subject to the provisions of this Article VIII. 8.2. Except as expressly provided in this Agreement, a Member will not Transfer any part of the Member’s Membership Interest in the Company, whether now owned or later acquired, unless: (a) the other Members unanimously approve the transferee’s admission to the Company as a Member on that Transfer; and (b) the Membership Interest to be Transferred, when added to the total of all other Membership Interests Transferred in the preceding 12 months, will not cause the termination of the Company under the Code. No Member may Encumber or permit or suffer any Encumbrance of all or any part of the Member’s Membership Interest in the Company unless the Encumbrance has been approved in writing by the Manager. Approval may be granted or withheld in the Manager’s sole discretion. Any Transfer or Encumbrance of a Membership Interest without that approval will be void. Notwithstanding any other provision of this Agreement to the contrary, a Member who is a natural person may Transfer all or any portion of his or her Membership Interest to any revocable trust created for the benefit of the Member, or any combination between or among the Member, the Member’s spouse, and the Member’s issue, provided that the Member retains a beneficial interest in the trust and all of the Voting Interest included in the Membership Interest. A Transfer of a Member’s beneficial interest in the trust, or failure to retain the Voting Interest, will be deemed a Transfer of a Membership Interest. 8.3. If a Member wishes to Transfer any or all of the Member’s Membership Interest in the Company under a Bona Fide Offer (as defined below), the Member will give Notice to the Manager at least 30 days in advance of the proposed sale or Transfer, indicating the terms of the Bona Fide Offer and the identity of the offeror. The Company and the other Members will have the option to purchase the Membership Interest proposed to be transferred at the price and on the terms provided in this Agreement. If the price for the Membership Interest is other than cash, the fair value in dollars of the price will be as established in good faith by the Company. For purposes of this Agreement, “Bona Fide Offer” means an offer in writing setting forth all relevant terms and conditions of purchase from an offeror who is ready, willing, and able to consummate the purchase and who is not an Affiliate of the selling Member. For 30 days after the Notice is given, the Company will have the right to purchase the Membership Interest offered, on the terms stated in the Notice, for the lesser of: (a) the price stated in the Notice (or the price plus the dollar value of noncash consideration, as the case may be); and (b) the price determined under the appraisal procedures set forth in Section 8.8. If the Company does not exercise the right to purchase all of the Membership Interest, then, with respect to the portion of the Membership Interest that the Company does not elect to purchase, that right will be given to the other Members for an additional 30-day period, beginning on the day that the Company’s right to purchase expires. Each of the other Members will have the right to purchase, on the same terms, a part of the interest of the offering Member in the proportion that the Member’s Percentage Interest bears to the total Percentage Interests of all of the Members who choose to participate in the purchase; provided, however, that the Company and the participating Members may not, in the aggregate, purchase less than the entire interest to be sold by the offering Member. If the Company and the other Members do not exercise their rights to purchase all of the Membership Interest, the offering Member may, within 90 days from the date the Notice is given and on the terms and conditions stated in the Notice, sell or exchange that Membership Interest to the offeror named in the Notice. Unless the requirements of Section 8.2 are met, the offeror under this Section 8.3 will become an Assignee, and will be entitled to receive only the share of Profits or other compensation and the return of Capital Contribution to which the assigning Member would have been entitled.

  • Approval of Stockholders If an option is granted by this Agreement prior to approval of the stockholders of the Plan, the option granted shall be null and void unless stockholder approval is obtained within twelve months after the Plan was adopted.

  • Transfer of Membership Interests (a) The Member may transfer its Membership Interest, in whole but not in part, but the transferee shall not be admitted as a Member except in accordance with Section 6.07. Until the transferee is admitted as a Member, the Member shall continue to be the sole member of the Company (subject to Section 1.02) and to be entitled to exercise any rights or powers of a Member of the Company with respect to the Membership Interest transferred. (b) To the fullest extent permitted by law, any purported transfer of any Membership Interest in violation of the provisions of this Agreement shall be wholly void and shall not effectuate the transfer contemplated thereby. Notwithstanding anything contained herein to the contrary and to the fullest extent permitted by law, the Member may not transfer any Membership Interest in violation of any provision of this Agreement or in violation of any applicable federal or state securities laws.

  • Rights of Stockholders No holder of this Warrant shall be entitled, as a Warrant holder, to vote or receive dividends or be deemed the holder of the Shares or any other securities of the Company which may at any time be issuable on the exercise hereof for any purpose, nor shall anything contained herein be construed to confer upon the holder of this Warrant, as such, any of the rights of a stockholder of the Company or any right to vote for the election of directors or upon any matter submitted to stockholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the Shares purchasable upon the exercise hereof shall have become deliverable, as provided herein.

  • Residual Rights Licensee may, subject to Oracle's copyrights or patent rights, use any information retained in the unaided memory of its employees and other agents after accessing the TCK.

  • Approval by Limited Partners of Merger or Consolidation (a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement, shall direct that the Merger Agreement be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement shall be included in or enclosed with the notice of a special meeting or the written consent. (b) Except as provided in Section 14.3(d), the Merger Agreement shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement or the Delaware Act would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement. (c) Except as provided in Section 14.3(d), after such approval by vote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger pursuant to Section 14.4, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement. (d) Notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, in its discretion, without Limited Partner approval, to merge the Partnership or any Group Member into, or convey all of the Partnership’s assets to, another limited liability entity which shall be newly formed and shall have no assets, liabilities or operations at the time of such Merger other than those it receives from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the merger or conveyance, as the case may be, would not result in the loss of the limited liability of any Limited Partner or any Group Member or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not previously treated as such), (ii) the sole purpose of such merger or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability entity and (iii) the governing instruments of the new entity provide the Limited Partners and the General Partner with the same rights and obligations as are herein contained.

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