Approvals of Members Sample Clauses

Approvals of Members. The Members shall have no right to make any decisions with regard to the Company, notwithstanding the Act, except as otherwise set forth herein.
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Approvals of Members. Except as otherwise expressly provided in this Agreement, the Members shall have no voting or approval rights regarding Company management decisions, and all such actions may be taken by the Manager or officers, to the extent authorized, without any further consent or approval of the Members, provided, however, that (1) Members shall vote as a separate class with respect to, and holders of a Majority Governance Rights shall be required to approve: (a) any action of the Company that would change the rights or restrictions of the Members’ Membership Interests in a way that would adversely affect the Members and (b) the creation or issuance of any other security convertible into or exercisable for any equity security of the Company having rights, preferences or privileges senior to the Common Units; (2) the unanimous approval of Members is required to approve a Capital Event except if the Series A Preferred Owners have exercised their Default Put Right and have required the Company to sell its assets or the assets of its Subsidiaries, in which case no approval of Members shall be required; or (3) as otherwise provided by law.
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Approvals of Members. The Members shall have no right to make any decisions with regard to the Company, notwithstanding the Act, except as otherwise set forth herein. The Members shall have the right to approval or disapprove by a simple majority vote any project proposed by the Manager, following a reasonable length of time to review associated reports and/or feasibility studies.
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Approvals of Members. The Members shall have no right to make any decisions with regard to the trust, notwithstanding the Act, except as otherwise set forth herein.
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Approvals of Members. The Members shall have the right, by the 60% Voting Rights of the Members, (i) to approve the sale, exchange or other disposition of all, or substantially all, of the Company's assets which is to occur as part of a single transaction or plan within the meaning of Section 14-11-308(b)(3) of the Georgia Act, or (ii) the merger of the Company within the meaning of Section 14-11-308(b)(2) of the Georgia Act. Except as otherwise provided in this Operating Agreement, the other actions identified in Section 14-11-3508(b) of the Georgia Act may be taken by the Members without any further consent or approval of the Members. Members may issue stock with 60% voting approval for stock offerings and will not give voting rights to any manager without 60% approval of members.
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Approvals of Members. The Members shall have the right to approve actions of the Administrative Member or the Company solely as expressly provided in this Agreement. Except as otherwise expressly provided in this Agreement, all actions on behalf of the Company may be taken by the Administrative Member without any further consent or approval of the Members. Further, the Members shall have only such rights as are set forth in this Agreement, and each Member hereby agrees to waive, to the fullest extent allowed by law, all rights to dissent from, or obtain payment of the fair value of his, her or its Interest in the event of, the actions enumerated in the Delaware Act.
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Approvals of Members. The Members shall have only the rights to vote upon and approve (i) the election of Managers, (ii) amendment of this Operating Agreement and (iii) such matters as the Board of Managers, in its sole and absolute discretion, may choose to submit to the Members. The Members shall have no right to approve or vote upon any other matter pertaining to the business and affairs of the Company. By way of illustration and not of limitation, any of the actions specified in Section 14-11-308(b) of the Georgia Act may be taken by the Managers without any further consent or approval of the Members.
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Related to Approvals of Members

  • Approvals, Etc The Insurer has received true and correct copies of all approvals, licenses and consents, if any, required in connection with the Transaction;

  • Consents and Approvals of Third Parties BHLB shall use its commercially reasonable efforts, and shall cause each BHLB Subsidiary to use its commercially reasonable efforts, to obtain as soon as practicable all consents and approvals of any other Persons necessary for the consummation of the transactions contemplated by this Agreement.

  • Approvals; Consents Where agreement, approval, acceptance or consent by either Party is required by any provision of this Agreement such action shall not be unreasonably delayed or withheld.

  • Approvals of Third Parties As soon as practicable after the execution of this Agreement, but in any event prior to the Closing Date, Purchaser will use its best efforts to secure all necessary approvals and consents of third parties to the consummation of the transactions contemplated by this Agreement.

  • Governmental Approvals, etc No authorization or approval or other action by, and no notice to or filing with, any governmental authority is required for the grant by the Company of the security interest granted hereby or the due execution, delivery or performance by the Company of this Agreement other than (i) filings and recordings in respect of the Liens created hereunder, (ii) those that have been, or on the date of this Agreement will be, duly obtained or made and will be in full force and effect, (iii) those required under applicable securities laws in connection with a disposition of Collateral and (iv) those necessary in connection with any transaction contemplated by Section 4(k) hereof.

  • Governmental Approvals; Consents Except as described in Schedule -------------------------------- -------- 4.3(c), the execution, delivery and performance of this Agreement, the Xenon 2 ------ Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements by Xoom, Xenon 2 and each of their respective Subsidiaries and the consummation by such party of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws or other governing documents of Xoom, Xenon 2 or their respective Subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority; (iii) require the consent or approval of any Person (other than a Governmental Authority) or violate or conflict with, or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets of Xoom, Xenon 2 or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any contract or license to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party or by which it or its assets or property are bound; or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Xoom, Xenon 2 or any of their respective Subsidiaries; other than any consents, approvals, authorizations and permits the failure of which to obtain and any violations, conflicts, breaches defaults and other matters set forth pursuant to clauses (ii), (iii) and (iv) above which, individual ly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Consents, Approvals and Requests Unless otherwise specified in this Agreement, all consents and approvals, acceptances or similar actions to be given by either Party under this Agreement shall not be unreasonably withheld or delayed and each Party shall make only reasonable requests under this Agreement.

  • Approvals No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders of the Company is required to be obtained by the Company for the issuance and sale of the Securities to the Buyer as contemplated by this Agreement, except such authorizations, approvals and consents that have been obtained.

  • Consents and Approvals No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

  • Consents, Approvals, Etc No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated herein or in the Trust Agreement, the Warrant Agreement, the Securities Subscription Agreement, the Private Placement Warrants Purchase Agreement, the Registration Rights Agreement, or the Insider Letter, except for the registration under the Act and the Exchange Act of the Securities, and such as may be required under the state securities or blue sky laws of any jurisdiction in connection with the purchase and distribution of the Securities by the Underwriters in the manner contemplated herein and in the Registration Statement, Statutory Prospectus and the Prospectus.

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