Common use of Authority of Member Clause in Contracts

Authority of Member. The Member shall have authority to bind or take any action on behalf of or in the name of the Company, or enter into any commitment or obligation binding upon the Company. Notwithstanding anything to the contrary in this Agreement, without first obtaining the consent of the Member, the Company shall not and the Board shall not authorize the Company to: (i) sell all or substantially all of the assets of the Company; (ii) merge, combine or consolidate the Company with or into any other corporation, partnership, limited liability company or other entity; (iii) dissolve, liquidate and/or terminate the Company; (iv) take any action in contravention of this Agreement; (v) admit any additional member; (vi) institute a case or other proceeding under any section or chapter of the Federal Bankruptcy Code as it may be hereafter amended or supplemented; or (vii) take any action or fail to take any action that the Member, by written notice to the Board from time to time, directs that the Company may not take or fail to take without the Member’s prior consent.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Genon Americas Generation LLC), Limited Liability Company Agreement (Genon Americas Generation LLC), Limited Liability Company Agreement (Mirant Mid Atlantic LLC)

AutoNDA by SimpleDocs

Authority of Member. The Member shall have authority to bind or ------------------- take any action on behalf of or in the name of the Company, or enter into any commitment or obligation binding upon the Company. Notwithstanding anything to the contrary in this Agreement, without first obtaining the consent of the Member, the Company shall not and the Board shall not authorize the Company to: (i) sell all or substantially all of the assets of the Company; (ii) merge, combine or consolidate the Company with or into any other corporation, partnership, limited liability company or other entity; (iii) dissolve, liquidate and/or terminate the Company; (iv) take any action in contravention of this Agreement; (v) admit any additional member;; 3 (vi) institute a case or other proceeding under any section or chapter of the Federal Bankruptcy Code as it may be hereafter amended or supplemented; or (vii) take any action or fail to take any action that the Member, by written notice to the Board from time to time, directs that the Company may not take or fail to take without the Member’s 's prior consent.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Mirant Americas Generating LLC)

AutoNDA by SimpleDocs

Authority of Member. The Member shall have authority to bind or take any action action. on behalf of or in the name of the Company, or enter into any commitment or obligation binding upon the Company. Notwithstanding anything to the contrary in this Agreement, without first obtaining the consent of the Member, the Company shall not and the Board shall not authorize the Company to: (i) sell all or substantially all of the assets of the Company; (ii) merge, combine or consolidate the Company with or into any other corporation, partnership, limited liability company or other entity; (iii) dissolve, liquidate and/or terminate the Company; (iv) take any action in contravention of this Agreement; (v) admit any additional member; (vi) institute a case or other proceeding under any section or chapter of the Federal Bankruptcy Code as it may be hereafter amended or supplemented; or (vii) take any action or fail to take any action that the Member, by written notice to the Board from time to time, directs that the Company may not take or fail to take without the Member’s 's prior consent.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Mirant Potrero, LLC)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!