Certain Required Consents Sample Clauses
Certain Required Consents. Notwithstanding any other provision of this Agreement, the Management Committee may not, without a Majority Vote of the Members, cause or authorize the Company to:
(a) Purchase all or substantially all of the assets or business of any other Person.
(b) Sell all or substantially all of its assets to, or consolidate or merge with, any other Person.
(c) Engage in any business activities or operations other than as set forth in Section 2.5 hereof.
(d) Amend, modify or terminate this Agreement or any of the terms and provisions hereof, waive compliance with or enforcement of any of such terms and provisions, agree to or permit any such amendment, modification, termination or waiver, or breach, violate or be in default under any of the foregoing agreements.
(e) Authorize or issue (whether by split-up, recombination, reclassification or otherwise) any interest in the Net Income or Net Loss of the Company, or any security convertible into or representing the right to purchase or acquire any such interest, other than the issuance of Membership Units as provided in Section 4.1 hereof.
Certain Required Consents. The Seller shall have obtained, prior to the Closing Date, the Required Consents set forth on Schedule 8.10.
Certain Required Consents. If an attempted assignment or transfer of the Assumed Contracts, the Leases, any Permits or any claim or right of any benefit arising thereunder or resulting therefrom, without the consent, approval or waiver of a third party, would constitute a breach thereof or in any way adversely affect the rights of Sellers or Buyer thereunder, unless and until any such required consent, approval or waiver has been obtained and is in full force and effect such Assumed Contract, Lease, Permit or other claim, right or benefit shall not be deemed assigned or transferred. To the extent that Buyer shall have determined to close under this Agreement prior to receipt of any consent, approval or waiver necessary to transfer the rights and benefits of any Assumed Contract, Lease or Permit to Buyer, then for six months following the Closing Date, the Parties hereto will cooperate to, and the Parties shall continue to use their best efforts to, obtain as promptly as practicable all such consents, approvals and waivers required by third parties to transfer to Buyer such Assumed Contracts, Leases or Permits in a manner that will avoid any default, conflict, or termination of rights thereunder. Pending such transfer, the Parties shall use commercially reasonable efforts to provide the benefits of such Assumed Contracts, Leases or Permits to Buyer in a manner that would as nearly as practicable reflect the purpose and intention of this Agreement.
Certain Required Consents. Section 7.11 China Joint Venture
Certain Required Consents. If an attempted assignment or transfer of the Transferred Assets or any claim or right of any benefit arising thereunder or resulting therefrom, without the consent, approval or waiver of a third party, would constitute a breach thereof or in any way adversely affect the rights of the Seller or Buyer thereunder, unless and until any such required consent, approval or waiver has been obtained and is in full force and effect, such Transferred Asset or other claim, right or benefit shall not be deemed assigned or transferred. To the extent that Buyer shall have determined to close under this Agreement prior to receipt of any consent, approval or waiver necessary to transfer the rights and benefits of any Transferred Asset to Buyer, then for one year following the Closing Date, the Seller shall continue to use their best efforts to obtain as promptly as practicable all such consents, approvals and waivers required by third parties to transfer to Buyer such Transferred Asset in a manner that will avoid any default, conflict or termination of rights thereunder. If such consent, approval or waiver is not obtained or if an attempted assignment thereof would be ineffective or would affect the rights of the Seller thereunder so that Buyer would not receive all such rights, the Seller shall use their best efforts to reach any arrangements Buyer deems reasonably necessary or desirable to provide for Buyer the benefit thereunder, including enforcement for the benefit of Buyer of all rights of the Seller against the other party thereto, subject to Buyer being responsible for the obligations thereunder.