Common use of Authority of Officers Clause in Contracts

Authority of Officers. The day-to-day business of the Company shall be managed by and under the direction of the Chief Executive Officer and President and the other officers of the Company as elected from time to time by the Members (the “Officers”), who may exercise all such powers of the Company and do all such lawful acts and things as are not by statute or by the Certificate of Organization or by this Agreement directed or required to be exercised or done by the Members. Notwithstanding the above, no Officer may do or permit to be done any of the following without the approval of the Members: (a) Any act or thing which the Act or this Agreement requires approval, consent to or authorization by the Members; (b) Voluntarily cause the dissolution of the Company; (c) Issue or sell any Units or any securities convertible into, or exercisable or exchangeable for, any Units; (d) Declare, set aside or make any distribution to a Member on any Units (except for such simultaneous distributions as are made to all Members on a pro rata basis in accordance with their ownership of Units); (e) Purchase, redeem, retire or otherwise acquire, or set aside any assets or deposit any funds for the purchase, redemption, retirement or other acquisition of, any Units; (f) Directly or indirectly, purchase or otherwise acquire, in one transaction or a series of related transactions (other than purchases of inventory in the ordinary course of business), any business or assets for a purchase price (including in such purchase price the fair market value of any non-cash consideration) in excess of 50% of the consolidated assets of the Company, computed in accordance with generally accept accounting principles, consistently applied, and determined on the basis of the most recently available quarterly or year-end consolidated financial statements of the Company without giving effect to such purchase or other acquisition; (g) Directly or indirectly, sell, lease, assign or otherwise transfer or dispose of, in one transaction or a series of related transactions (other than sales of inventory in the ordinary course of business), any business or assets having a fair market value in excess of 50% of the consolidated assets of the Company; (h) Enter into any agreement, or adopt any resolution in respect of (i) any merger of the Company with or into any corporation, limited liability company, partnership or other entity; (ii) any consolidation of the Company with any corporation, limited liability company, partnership or other entity; (iii) any transaction or series of related transactions in which the Company shall sell or otherwise transfer all or substantially all of its business, property or assets; or (iv) any dissolution, or liquidation or reorganization of the Company; or (i) Directly or indirectly, effect any reclassification of securities (including any reverse stock split), or recapitalization of the Company.