Common use of AUTHORITY OF OFFICERS; CERTAIN ACTS REQUIRING OR MAJORITY BOARD VOTE Clause in Contracts

AUTHORITY OF OFFICERS; CERTAIN ACTS REQUIRING OR MAJORITY BOARD VOTE. Subject to the provisions of this Agreement and to the directives and policies of the Board not in conflict with this Agreement, the President and the other Officers of the Company shall have the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties subject to the following restrictions: (i) The following actions or types of transactions shall not be taken or consummated by the President or any other Officer, employee or agent of the Company except pursuant to resolutions, directions or guidelines adopted by a Majority Board Vote, and such actions and types of transactions shall not constitute action by the Company unless such Majority Board Vote is obtained: (1) The merger, consolidation, reorganization or other business combination of any kind involving the Company or sale of all or substantially all the assets of the Company. (2) Amendments to, or the execution or filing of any document or agreement of any kind which would affect the terms of the Certificate. (3) The issuance or sale, or any agreement to issue or sell, directly or indirectly, to any Person, by the Company any interest of any kind in the Company, including, but not limited to, Units, Voting Units or Non-Voting Units, any rights, options or warrants or other securities to acquire any such interest, or any securities convertible into or exchangeable or exercisable for such interest; provided, however, that any such issuance that could or would entitle such person to the rights of a Member or that would cause (or entitle) such person to receive an interest (other than collateral security interests granted by the Company to secure its obligations) of 5% or more in the assets or profits of the Company shall also require the approval of the Members of the Company in accordance with Section 13.1(b). (4) Any sale or other transfer of assets of the Company not in the ordinary course of business consistent with past practices (other than as provided in the approved annual Business Plan). (5) The declaration or payment, directly or indirectly, of any distribution, whether in cash, property or securities or a combination thereof, with respect to any Units or Capital Contribution. (6) The redemption, purchase, repurchase, retirement or other acquisition for value of any of the interests in, or securities of, the Company. (7) The dissolution, liquidation, or voluntary bankruptcy of the Company (other than any right of liquidation expressly provided for under this Agreement). (8) Approval of the annual Business Plan. (9) Any investment in the equity or debt of another corporation or in any partnership or other enterprise (other than temporary investments of cash in money market instruments). (10) Acceptance of annual financial statements. (11) Approval of policies relating to the investment or allocation of surplus funds and creation of reserve accounts. (12) Any change in the Company's accountants or any change in the Company's material accounting policies, except as required by generally accepted accounting principles. (13) Subject to Section 4.2(e)(ii) below, the making of any capital expenditure or acquisition of assets by the Company (including by way of merger) other than capital expenditures or acquisitions of assets provided for in the then current approved annual Business Plan (or any permitted deviations from the capital budget which may be allowed by a current approved Business Plan) provided that, any such capital expenditure or acquisition shall be the subject of discussion and debate by the Members prior to it being submitted to the Board for a vote. (14) Incurring, creating, assuming or guaranteeing any indebtedness by the Company, absolute or contingent of any nature whatsoever (other than indebtedness incurred in the ordinary course of business consistent with past practice or as provided for in a current approved Business Plan). (15) The extension of any material credit, including the lending of funds by the Company, to another Person, other than in the normal course of business of the Company.

AUTHORITY OF OFFICERS; CERTAIN ACTS REQUIRING OR MAJORITY BOARD VOTE. Subject to the provisions of this Agreement and to the directives and policies of the Board not in conflict with this Agreement, the President and the other Officers of the Company shall have the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties subject to the following restrictions: (i) : The following actions or types of transactions shall not be taken or consummated by the President or any other Officer, employee or agent of the Company except pursuant to resolutions, directions or guidelines adopted by a Majority Board Vote, and such actions and types of transactions shall not constitute action by the Company unless such Majority Board Vote is obtained: (1) The merger, consolidation, reorganization or other business combination of any kind involving the Company or sale of all or substantially all the assets of the Company. (2) Amendments to, or the execution or filing of any document or agreement of any kind which would affect the terms of of, the CertificateCertificate or this Limited Liability Company Agreement. (3) The issuance or sale, or any agreement to issue or sell, directly or indirectly, to any Person, by the Company any interest of any kind in the Company, including, but not limited to, Units, Voting Units or Non-Voting Units, any rights, options or warrants or other securities to acquire any such interest, or any securities convertible into or exchangeable or exercisable for such interest; provided, however, that any such issuance that could or would entitle such person to the rights of a Member or that would cause (or entitle) such person to receive an interest (other than collateral security interests granted by the Company to secure its obligations) of obligations)of 5% or more in the assets or profits of the Company shall also require the approval of the Members of the Company in accordance with Section 13.1(bsection 12.1(b). (4) Any sale or other transfer of assets of the Company not in the ordinary course of business consistent with past practices (other than as provided in the approved annual Business Plan). (5) The declaration or payment, directly or indirectly, of any distribution, whether in cash, property or securities or a combination thereof, with respect to any Units Percentage Interest or Capital Contribution. (6) The redemption, purchase, repurchase, retirement or other acquisition for value of any of the interests in, or securities of, the Company. (7) The dissolution, liquidation, or voluntary bankruptcy of the Company (other than any right of liquidation expressly provided for under this Agreement). (8) Approval of the annual Business Plan. (9) Any investment in the equity or debt of another corporation or in any partnership or other enterprise (other than temporary investments of cash in money market instruments). (10) Acceptance of annual financial statements. (11) Approval of policies relating to the investment or allocation of surplus funds and creation of reserve accounts. (12) Any change in the Company's accountants or any change in the Company's material accounting policies, except as required by generally accepted accounting principles. (13) Subject to Section 4.2(e)(ii) below, the The making of any capital expenditure or acquisition of assets by the Company (including by way of merger) other than capital expenditures or acquisitions of assets provided for in the then current approved annual Business Plan (or any permitted deviations from the capital budget which may be allowed by a current approved Business Plan) provided that, any such capital expenditure or acquisition shall be the subject of discussion and debate by the Members prior to it being submitted to the Board for a vote). (14) Incurring, creating, assuming or guaranteeing any indebtedness by the Company, absolute or contingent of any nature whatsoever (other than indebtedness incurred in the ordinary course of business consistent with past practice or as provided for in a current approved Business Plan). (15) The extension of any material credit, including the lending of funds by the Company, to another Person, other than in the normal course of business of the Company.

AUTHORITY OF OFFICERS; CERTAIN ACTS REQUIRING OR MAJORITY BOARD VOTE. Subject to the provisions of this Agreement and to the directives and policies of the Board not in conflict with this Agreement, the President and the other Officers of the Company shall have the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties subject to the following restrictions: (i) : The following actions or types of transactions shall not be taken or consummated by the President or any other Officer, employee or agent of the Company except pursuant to resolutions, directions or guidelines adopted by a Majority Board Vote, and such actions and types of transactions shall not constitute action by the Company unless such Majority Board Vote is obtained: (1) The merger, consolidation, reorganization or other business combination of any kind involving the Company or sale of all or substantially all the assets of the Company. (2) Amendments to, or the execution or filing of any document or agreement of any kind which would affect the terms of of, the CertificateCertificate or this Limited Liability Company Agreement. (3) The issuance or sale, or any agreement to issue or sell, directly or indirectly, to any Person, by the Company any interest of any kind in the Company, including, but not limited to, Units, Voting Units or Non-Voting Units, any rights, options or warrants or other securities to acquire any such interest, or any securities convertible into or exchangeable or exercisable for such interest; provided, however, that any such issuance that could or would entitle such person to the rights of a Member or that would cause (or entitle) such person to receive an interest (other than collateral security interests granted by the Company to secure its obligations) of 5% or more in the assets or profits of the Company shall also require the approval of the Members of the Company in accordance with Section 13.1(bsection 12.1(b). (4) Any sale or other transfer of assets of the Company not in the ordinary course of business consistent with past practices (other than as provided in the approved annual Business Plan). (5) The declaration or payment, directly or indirectly, of any distribution, whether in cash, property or securities or a combination thereof, with respect to any Units Percentage Interest or Capital Contribution. (6) The redemption, purchase, repurchase, retirement or other acquisition for value of any of the interests in, or securities of, the Company. (7) The dissolution, liquidation, or voluntary bankruptcy of the Company (other than any right of liquidation expressly provided for under this Agreement). (8) Approval of the annual Business Plan. (9) Any investment in the equity or debt of another corporation or in any partnership or other enterprise (other than temporary investments of cash in money market instruments). (10) Acceptance of annual financial statements. (11) Approval of policies relating to the investment or allocation of surplus funds and creation of reserve accounts. (12) Any change in the Company's accountants or any change in the Company's material accounting policies, except as required by generally accepted accounting principles. (13) Subject to Section 4.2(e)(ii) below, the The making of any capital expenditure or acquisition of assets by the Company (including by way of merger) other than capital expenditures or acquisitions of assets provided for in the then current approved annual Business Plan (or any permitted deviations from the capital budget which may be allowed by a current approved Business Plan) provided that, any such capital expenditure or acquisition shall be the subject of discussion and debate by the Members prior to it being submitted to the Board for a vote). (14) Incurring, creating, assuming or guaranteeing any indebtedness by the Company, absolute or contingent of any nature whatsoever (other than indebtedness incurred in the ordinary course of business consistent with past practice or as provided for in a current approved Business Plan). (15) The extension of any material credit, including the lending of funds by the Company, to another Person, other than in the normal course of business of the Company.

AUTHORITY OF OFFICERS; CERTAIN ACTS REQUIRING OR MAJORITY BOARD VOTE. Subject to the provisions of this Agreement and to the directives and policies of the Board not in conflict with this Agreement, the President and the other Officers of the Company shall have the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties subject to the following restrictions: (i) The following actions or types of transactions shall not be taken or consummated by the President or any other Officer, employee or agent of the Company except pursuant to resolutions, directions or guidelines adopted by a Majority Board Vote, and such actions and types of transactions shall not constitute action by the Company unless such Majority Board Vote is obtained: (1) The merger, consolidation, reorganization or other business combination of any kind involving the Company or sale of all or substantially all the assets of the Company. (2) Amendments to, or the execution or filing of any document or agreement of any kind which would affect the terms of the Certificate. (3) The issuance or sale, or any agreement to issue or sell, directly or indirectly, to any Person, by the Company any interest of any kind in the Company, including, but not limited to, Units, Voting Units or Non-Voting Units, any rights, options or warrants or other securities to acquire any such interest, or any securities convertible into or exchangeable or exercisable for such interest; provided, however, that any such issuance that could or would entitle such person to the rights of a Member or that would cause (or entitle) such person to receive an interest (other than collateral security interests granted by the Company to secure its obligations) of 5% or more in the assets or profits of the Company shall also require the approval of the Members of the Company in accordance with Section 13.1(b). (4) Any sale or other transfer of assets of the Company not in the ordinary course of business consistent with past practices (other than as provided in the approved annual Business Plan). (5) The declaration or payment, directly or indirectly, of any distribution, whether in cash, property or securities or a combination thereof, with respect to any Units or Capital Contribution. (6) The redemption, purchase, repurchase, retirement or other acquisition for value of any of the interests in, or securities of, the Company. (7) The dissolution, liquidation, or voluntary bankruptcy of the Company (other than any right of liquidation expressly provided for under this Agreement). (8) Approval of the annual Business Plan. (9) Any investment in the equity or debt of another corporation or in any partnership or other enterprise (other than temporary investments of cash in money market instruments). (10) Acceptance of annual financial statements. (11) Approval of policies relating to the investment or allocation of surplus funds and creation of reserve accounts. (12) Any change in the Company's ’s accountants or any change in the Company's ’s material accounting policies, except as required by generally accepted accounting principles. (13) Subject to Section 4.2(e)(ii) below, the making of any capital expenditure or acquisition of assets by the Company (including by way of merger) other than capital expenditures or acquisitions of assets provided for in the then current approved annual Business Plan (or any permitted deviations from the capital budget which may be allowed by a current approved Business Plan) provided that, any such capital expenditure or acquisition shall be the subject of discussion and debate by the Members prior to it being submitted to the Board for a vote. (14) Incurring, creating, assuming or guaranteeing any indebtedness by the Company, absolute or contingent of any nature whatsoever (other than indebtedness incurred in the ordinary course of business consistent with past practice or as provided for in a current approved Business Plan). (15) The extension of any material credit, including the lending of funds by the Company, to another Person, other than in the normal course of business of the Company.

AUTHORITY OF OFFICERS; CERTAIN ACTS REQUIRING OR MAJORITY BOARD VOTE. Subject to the provisions of this Agreement and to the directives and policies of the Board not in conflict with this Agreement, the President and the other Officers of the Company shall have the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties subject to the following restrictions: (i) : The following actions or types of transactions shall not be taken or consummated by the President or any other Officer, employee or agent of the Company except pursuant to resolutions, directions or guidelines adopted by a Majority Board Vote, and such actions and types of transactions shall not constitute action by the Company unless such Majority Board Vote is obtained: (1) The merger, consolidation, reorganization or other business combination of any kind involving the Company or sale of all or substantially all the assets of the Company. (2) Amendments to, or the execution or filing of any document or agreement of any kind which would affect the terms of of, the CertificateCertificate or this Limited Liability Company Agreement. (3) The issuance or sale, or any agreement to issue or sell, directly or indirectly, to any Person, by the Company any interest of any kind in the Company, including, but not limited to, Units, Voting Units or Non-Voting Units, any rights, options or warrants or other securities to acquire any such interest, or any securities convertible into or exchangeable or exercisable for such interest; provided, however, that any such issuance that could or would entitle such person to the rights of a Member or that would cause (or entitle) such person to receive an interest (other than 9 collateral security interests granted by the Company to secure its obligations) of obligations)of 5% or more in the assets or profits of the Company shall also require the approval of the Members of the Company in accordance with Section 13.1(bsection 12.1(b). (4) Any sale or other transfer of assets of the Company not in the ordinary course of business consistent with past practices (other than as provided in the approved annual Business Plan). (5) The declaration or payment, directly or indirectly, of any distribution, whether in cash, property or securities or a combination thereof, with respect to any Units Percentage Interest or Capital Contribution. (6) The redemption, purchase, repurchase, retirement or other acquisition for value of any of the interests in, or securities of, the Company. (7) The dissolution, liquidation, or voluntary bankruptcy of the Company (other than any right of liquidation expressly provided for under this Agreement). (8) Approval of the annual Business Plan. (9) Any investment in the equity or debt of another corporation or in any partnership or other enterprise (other than temporary investments of cash in money market instruments). (10) Acceptance of annual financial statements. (11) Approval of policies relating to the investment or allocation of surplus funds and creation of reserve accounts. (12) Any change in the Company's accountants or any change in the Company's material accounting policies, except as required by generally accepted accounting principles. (13) Subject to Section 4.2(e)(ii) below, the The making of any capital expenditure or acquisition of assets by the Company (including by way of merger) other than capital expenditures or acquisitions of assets provided for in the then current approved annual Business Plan (or any permitted deviations from the capital budget which may be allowed by a current approved Business Plan) provided that, any such capital expenditure or acquisition shall be the subject of discussion and debate by the Members prior to it being submitted to the Board for a vote). (14) Incurring, creating, assuming or guaranteeing any indebtedness by the Company, absolute or contingent of any nature whatsoever (other than indebtedness incurred in the ordinary course of business consistent with past practice or as provided for in a current approved Business Plan). (15) The extension of any material credit, including the lending of funds by the Company, to another Person, other than in the normal course of business of the Company.

AUTHORITY OF OFFICERS; CERTAIN ACTS REQUIRING OR MAJORITY BOARD VOTE. Subject to the provisions of this Agreement and to the directives and policies of the Board not in conflict with this Agreement, the President and the other Officers of the Company shall have the power, acting individually or jointly, to represent and bind the Company in all matters, in accordance with the scope of their respective duties subject to the following restrictions: (i) The following actions or types of transactions shall not be taken or consummated by the President or any other Officer, employee or agent of the Company except pursuant to resolutions, directions or guidelines adopted by a Majority Board Vote, and such actions and types of transactions shall not constitute action by the Company unless such Majority Board Vote is obtained: (1) The merger, consolidation, reorganization or other business combination of any kind involving the Company or sale of all or substantially all the assets of the Company. (2) Amendments to, or the execution or filing of any document or agreement of any kind which would affect the terms of the Certificate. (3) The issuance or sale, or any agreement to issue or sell, directly or indirectly, to any Person, by the Company any interest of any kind in the Company, including, but not limited to, Units, Voting Units or Non-Voting Units, any rights, options or warrants or other securities to acquire any such interest, or any securities convertible into or exchangeable or exercisable for such interest; provided, however, that any such issuance that could or would entitle such person to the rights of a Member or that would cause (or entitle) such person to receive an interest (other than collateral security interests granted by the Company to secure its obligations) of 5% or more in the assets or profits of the Company shall also require the approval of the Members of the Company in accordance with Section 13.1(b). (4) Any sale or other transfer of assets of the Company not in the ordinary course of business consistent with past practices (other than as provided in the approved annual Business Plan). (5) The declaration or payment, directly or indirectly, of any distribution, whether in cash, property or securities or a combination thereof, with respect to any Units Percentage Interest or Capital Contribution. (6) The redemption, purchase, repurchase, retirement or other acquisition for value of any of the interests in, or securities of, the Company. (7) The dissolution, liquidation, or voluntary bankruptcy of the Company (other than any right of liquidation expressly provided for under this Agreement). (8) Approval of the annual Business Plan. (9) Any investment in the equity or debt of another corporation or in any partnership or other enterprise (other than temporary investments of cash in money market instruments). (10) Acceptance of annual financial statements. (11) Approval of policies relating to the investment or allocation of surplus funds and creation of reserve accounts. (12) Any change in the Company's accountants or any change in the Company's material accounting policies, except as required by generally accepted accounting principles. (13) Subject to Section 4.2(e)(ii) below, the making of any capital expenditure or acquisition of assets by the Company (including by way of merger) other than capital expenditures or acquisitions of assets provided for in the then current approved annual Business Plan (or any permitted deviations from the capital budget which may be allowed by a current approved Business Plan) provided that, any such capital expenditure or acquisition shall be the subject of discussion and debate by the Members prior to it being submitted to the Board for a vote. (14) Incurring, creating, assuming or guaranteeing any indebtedness by the Company, absolute or contingent of any nature whatsoever (other than indebtedness incurred in the ordinary course of business consistent with past practice or as provided for in a current approved Business Plan). (15) The extension of any material credit, including the lending of funds by the Company, to another Person, other than in the normal course of business of the Company.