Common use of Certain Actions Requiring Board of Manager Consent Clause in Contracts

Certain Actions Requiring Board of Manager Consent. Notwithstanding any delegation of the Board of Managers’ authority to any officer pursuant to the foregoing provisions of this Article 8 and notwithstanding any other provision of this Agreement or any employment agreement between such officer and the Company, the power to take the following actions shall be vested exclusively in the Board of Managers (subject to Section 6.6), unless the Board gives its express prior consent thereto: (a) Entering into any contract, agreement or arrangement with any Person (including with accountants, investment bankers or consultants) where the aggregate expenditure of the Company with respect to any such Person in any Fiscal Year will or is reasonably likely to exceed $1,000,000, excluding those expenditures in the ordinary course of business or that are contemplated in the annual budget approved by the Board. (b) Entering into any agreement for the borrowing of money (whether in the public or private markets), obtaining credit (other than trade credit in the normal course of business) or amending in any material respect any of the terms and conditions of any of the Credit Documents. (c) Issuances of additional Units of the Company, other than pursuant to the Deferred Equity Incentive Compensation Agreements. (d) Securing any obligations of the Company with any of its assets. (e) Distributions of cash (or other Company assets) to Members. (f) Acquisitions, disposals or sales of properties or assets (whether effected by merger, sale of assets, lease or equity exchange or otherwise), other than in the ordinary course of business or as contemplated in the annual budget approved by the Board, and other than in any transaction involving less than $1,000,000. (g) Adoption of or changes in the annual budgets which shall be prepared by the officers of the Company in detail reasonably satisfactory to, and approved by, the Board, and which shall be consistent with the format used by the Company for preparation of its annual and quarterly financial statements. The Chief Financial Officer of the Company shall submit the proposed annual budget to the to the Board for approval at least 30 days prior to the commencement of each Fiscal Year (other than the Company first Fiscal Year, wherein the annual budget should be submitted for approval as soon as practicable after the Effective Date). (h) Making unbudgeted expenditures of $1,000,000 or more in any Fiscal Year. (i) Approval of any Succession Plan, it being understood that a draft of such Succession Plan is to be prepared by the Senior Management Team of the Company and submitted to the Board of Managers for approval at least 30 days prior to the implementation of such Succession Plan. (j) Hiring, firing, promotion or demotion of any officer on the Senior Management Team or the Chief Financial Officer. (k) Termination of general legal counsel for the Company and the hiring of special legal counsel (it being understood that the Chief Executive Officer’s authority to engage the general legal counsel for the Company shall be as specified in the Chief Executive Officer’s employment agreement). (l) Approval of the Company’s expense reimbursement policies, to the extent relating to members of the Senior Management Team, and the Company’s currency or securities hedging and insurance policies. (m) The formation of or investment in any Subsidiaries and any agreements relating thereto, including without limitation any agreements with joint venturers, partners or co-investors. (n) The approval of any employment (or similar) contract or agreement under which the obligations of the Company exceed (or are expected to exceed) $1,000,000 over the term of such contract or agreement or exceed (or are expected to exceed) $333,333 in any Fiscal Year. (o) Initiating, revising or eliminating any management bonus program. (p) Making any material public announcement outside the normal course of business, unless the making of such public announcement is: (i) necessary to prevent a material adverse effect on the business of the Company or is otherwise required by applicable law; or (ii) deemed necessary and appropriate by the Senior Management Team to avoid an imminent public health danger. (q) Approving all new sites for office space, plants or other operations and of associated capital expenditures, other than those contemplated in the annual budget approved by the Board. (r) Indemnifying any officer, manager, employee or agent of the Company or its Subsidiaries on behalf of the Company or its Subsidiaries. (s) Initiating or settling any litigation where the resulting loss or damage (plus any costs, including attorneys’ fees) will or could reasonably be anticipated to exceed $1,000,000.

Certain Actions Requiring Board of Manager Consent. Notwithstanding any delegation of the Board of Managers’ authority to any officer pursuant to the foregoing provisions of this Article 8 and notwithstanding any other provision of this Agreement or any employment agreement between such officer and the Company, the power to take the following actions shall be vested exclusively in the Board of Managers (subject to Section 6.6), unless the Board gives its express prior consent thereto: (a) Entering into any contract, agreement or arrangement with any Person (including with accountants, investment bankers or consultants) where the aggregate expenditure of the Company with respect to any such Person in any Fiscal Year will or is reasonably likely to exceed $1,000,000, excluding those expenditures in the ordinary course of business or that are contemplated in the annual budget approved by the Board. (b) Entering into any agreement for the borrowing of money (whether in the public or private markets), obtaining credit (other than trade credit in the normal course of business) or amending in any material respect any of the terms and conditions of any of the Credit Documents. (c) Issuances of additional Units of the Company, other than pursuant to the Deferred Equity Incentive Compensation Agreements. (d) Securing any obligations of the Company with any of its assets. (e) Distributions of cash (or other Company assets) to Members. (f) Acquisitions, disposals or sales of properties or assets (whether effected by merger, sale of assets, lease or equity exchange or otherwise), other than in the ordinary course of business or as contemplated in the annual budget approved by the Board, and other than in any transaction involving less than $1,000,000. (g) Adoption of or changes in the annual budgets which shall be prepared by the officers of the Company in detail reasonably satisfactory to, and approved by, the Board, and which shall be consistent with the format used by the Company for preparation of its annual and quarterly financial statements. The Chief Financial Officer of the Company shall submit the proposed annual budget to the to the Board for approval at least 30 days prior to the commencement of each Fiscal Year (other than the Company first Fiscal Year, wherein the annual budget should be submitted for approval as soon as practicable after the Effective Date). (h) Making unbudgeted expenditures of $1,000,000 or more in any Fiscal Year. (i) Approval of any Succession Plan, it being understood that a draft of such Succession Plan is to be prepared by the Senior Management Team or changes or amendments of the Company and submitted to the Board of Managers for approval at least 30 days prior to the implementation of such Succession Plan. (j) Hiring, firing, promotion or demotion of any officer on the Senior Management Team or the Chief Financial Officer. (k) Termination and hiring of general legal counsel for the Company and the hiring of special legal counsel (it being understood that the Chief Executive Officer’s authority to engage the general legal counsel for the Company shall be as specified in the Chief Executive Officer’s employment agreement)counsel. (l) Approval of the Company’s expense reimbursement policies, to the extent relating to members of the Senior Management Team, and the Company’s currency or securities hedging and insurance policies. (m) The formation of or investment in any Subsidiaries and any agreements relating thereto, including without limitation any agreements with joint venturers, partners or co-investors. (n) The approval of any employment (or similar) contract or agreement under which the obligations of the Company exceed (or are expected to exceed) $1,000,000 over the term of such contract or agreement or exceed (or are expected to exceed) $333,333 in any Fiscal Year. (o) Initiating, revising or eliminating any management bonus program. (p) Making any material public announcement outside the normal course of business, unless the making of such public announcement is: (i) necessary to prevent a material adverse effect on the business of the Company or is otherwise required by applicable law; or (ii) deemed necessary and appropriate by the Senior Management Team to avoid an imminent public health danger. (q) Approving all new sites for office space, plants or other operations and of associated capital expenditures, other than those contemplated in the annual budget approved by the Board. (r) Indemnifying any officer, manager, employee or agent of the Company or its Subsidiaries on behalf of the Company or its Subsidiaries. (s) Initiating or settling any litigation where the resulting loss or damage (plus any costs, including attorneys’ fees) will or could reasonably be anticipated to exceed $1,000,000.

Certain Actions Requiring Board of Manager Consent. Notwithstanding any delegation of the Board of Managers’ authority to any officer pursuant to the foregoing provisions of this Article 8 and notwithstanding any other provision of this Agreement or any employment agreement between such officer and the Company, the power to take the following actions shall be vested exclusively in the Board of Managers (subject to Section 6.6), unless the Board gives its express prior consent thereto: (a) Entering into any contract, agreement or arrangement with any Person (including with accountants, investment bankers or consultants) where the aggregate expenditure of the Company with respect to any such Person in any Fiscal Year will or is reasonably likely to exceed $1,000,000, excluding those expenditures in the ordinary course of business or that are contemplated in the annual budget approved by the Board. (b) Entering into any agreement for the borrowing of money (whether in the public or private markets), obtaining credit (other than trade credit in the normal course of business) or amending in any material respect any of the terms and conditions of any of the Credit Documents. (c) Issuances of additional Units of the Company, other than pursuant to the Deferred Equity Incentive Compensation Agreements. (d) Securing any obligations of the Company with any of its assets. (e) Distributions of cash (or other Company assets) to Members. (f) Acquisitions, disposals or sales of properties or assets (whether effected by merger, sale of assets, lease or equity exchange or otherwise), other than in the ordinary course of business or as contemplated in the annual budget approved by the Board, and other than in any transaction involving less than $1,000,000. (g) Adoption of or changes in the annual budgets which shall be prepared by the officers of the Company in detail reasonably satisfactory to, and approved by, the Board, and which shall be consistent with the format used by the Company for preparation of its annual and quarterly financial statements. The Chief Financial Officer of the Company shall submit the proposed annual budget to the to the Board for approval at least 30 days prior to the commencement of each Fiscal Year (other than the Company first Fiscal Year, wherein the annual budget should be submitted for approval as soon as practicable after the Effective Date). (h) Making unbudgeted expenditures of $1,000,000 or more in any Fiscal Year. (i) Approval of any Succession Plan, it being understood that a draft of such Succession Plan is to be prepared by the Senior Management Team or changes or amendments of the Company and submitted to the Board of Managers for approval at least 30 days prior to the implementation of such Succession Plan. (j) Hiring, firing, promotion or demotion of any officer on the Senior Management Team or the Chief Financial Officer. (k) Termination and hiring of general legal counsel for the Company and the hiring of special legal counsel (it being understood that the Chief Executive Officer’s authority to engage the general legal counsel for the Company shall be as specified in the Chief Executive Officer’s employment agreement)counsel. (l) Approval of the Company’s expense reimbursement policies, to the extent relating to members of the Senior Management Team, and the Company’s currency or securities hedging and insurance policies. (m) The formation of or investment in any Subsidiaries and any agreements relating thereto, including without limitation any agreements with joint venturers, partners or co-investors. (n) The approval of any employment (or similar) contract or agreement under which the obligations of the Company exceed (or are expected to exceed) $1,000,000 over the term of such contract or agreement or exceed (or are expected to exceed) $333,333 in any Fiscal Year. (o) Initiating, revising or eliminating any management bonus program. (p) Making any material public announcement outside the normal course of business, unless the making of such public announcement is: (i) necessary to prevent a material adverse effect on the business of the Company or is otherwise required by applicable law; or (ii) deemed necessary and appropriate by the Senior Management Team to avoid an imminent public health danger. (q) Approving all new sites for office space, plants or other operations and of associated capital expenditures, other than those contemplated in the annual budget approved by the Board. (r) Indemnifying any officer, manager, employee or agent of the Company or its Subsidiaries on behalf of the Company or its Subsidiaries. (s) Initiating or settling any litigation where the resulting loss or damage (plus any costs, including attorneys’ fees) will or could reasonably be anticipated to exceed $1,000,000.

Certain Actions Requiring Board of Manager Consent. Notwithstanding any delegation of the Board of Managers’ authority to any officer pursuant to the foregoing provisions of this Article 8 and notwithstanding any other provision of this Agreement or any employment agreement between such officer and the Company, the power to take the actions set forth in Section 7.4.2 and the following actions shall be vested exclusively in the Board of Managers (subject to Section 6.6)Managers, unless the Board of Managers gives its express prior consent theretowritten consent: (a) Entering into any contract, agreement adopting or arrangement with any Person (including with accountants, investment bankers or consultants) where the aggregate expenditure of the Company with respect to any such Person in any Fiscal Year will or is reasonably likely to exceed $1,000,000, excluding those expenditures in the ordinary course of business or that are contemplated in the annual budget approved by the Board.materially changing Programs and Budgets; (b) Entering approving Feasibility Studies; (c) approving and entering into any transaction outside of the ordinary and customary course of business; (d) making unbudgeted capital expenditures of five hundred thousand U.S. Dollars (US$500,000.00) or more in any Fiscal Year; (e) approving and entering into any agreement for the borrowing of money (whether in the public or private markets), ) or obtaining credit (other than trade credit in the normal ordinary and customary course of business) or amending in any material respect any of the terms and conditions of any of the Credit Documents. (c) Issuances of additional Units of the Company, other than pursuant to the Deferred Equity Incentive Compensation Agreements. (d) Securing any obligations of the Company with any of its assets. (e) Distributions of cash (or other Company assets) to Members.); (f) Acquisitionsapproving the distribution of any cash available for distribution to the Members; (g) issuing Units of the Company to any Person other than the Members pursuant to the terms of this Agreement, disposals or sales for any amount other than the Original Unit Price; (h) making unbudgeted expenditures of five hundred thousand U.S. Dollars (US$500,000.00) or more in any Fiscal Year that are not related directly to the development of the Xxxxxxx Mountain Project, other than in the ordinary and customary course of business; (i) hiring, firing, promoting or demoting the Chief Executive Officer or the Chief Financial Officer, or entering into any employment or severance agreement with, or fixing the compensation of, any executive officer; and (j) the disposal or sale of material properties or assets (whether effected by merger, sale of assets, lease or equity exchange or otherwise), ) of the Company other than in the ordinary and customary course of business or as contemplated in the annual budget approved by the Board, and other than in any transaction involving less than $1,000,000. (g) Adoption of or changes in the annual budgets which shall be prepared by the officers of the Company in detail reasonably satisfactory to, and approved by, the Board, and which shall be consistent with the format used by the Company for preparation of its annual and quarterly financial statements. The Chief Financial Officer of the Company shall submit the proposed annual budget to the to the Board for approval at least 30 days prior to the commencement of each Fiscal Year (other than the Company first Fiscal Year, wherein the annual budget should be submitted for approval as soon as practicable after the Effective Date). (h) Making unbudgeted expenditures of $1,000,000 or more in any Fiscal Year. (i) Approval of any Succession Plan, it being understood that a draft of such Succession Plan is to be prepared by the Senior Management Team of the Company and submitted to the Board of Managers for approval at least 30 days prior to the implementation of such Succession Plan. (j) Hiring, firing, promotion or demotion of any officer on the Senior Management Team or the Chief Financial Officer. (k) Termination of general legal counsel for the Company and the hiring of special legal counsel (it being understood that the Chief Executive Officer’s authority to engage the general legal counsel for the Company shall be as specified in the Chief Executive Officer’s employment agreement). (l) Approval of the Company’s expense reimbursement policies, to the extent relating to members of the Senior Management Team, and the Company’s currency or securities hedging and insurance policies. (m) The formation of or investment in any Subsidiaries and any agreements relating thereto, including without limitation any agreements with joint venturers, partners or co-investors. (n) The approval of any employment (or similar) contract or agreement under which the obligations of the Company exceed (or are expected to exceed) $1,000,000 over the term of such contract or agreement or exceed (or are expected to exceed) $333,333 in any Fiscal Year. (o) Initiating, revising or eliminating any management bonus program. (p) Making any material public announcement outside the normal course of business, unless the making of such public announcement is: (i) necessary to prevent a material adverse effect on the business of the Company or is otherwise required by applicable law; or (ii) deemed necessary and appropriate by the Senior Management Team to avoid an imminent public health danger. (q) Approving all new sites for office space, plants or other operations and of associated capital expenditures, other than those contemplated in the annual budget Budget approved by the Board. (r) Indemnifying any officer, manager, employee or agent of the Company or its Subsidiaries on behalf of the Company or its Subsidiaries. (s) Initiating or settling any litigation where the resulting loss or damage (plus any costs, including attorneys’ fees) will or could reasonably be anticipated to exceed $1,000,000.