Consent of Members. Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.
Consent of Members. The allocation methods of Net Income and Net Loss are hereby expressly consented to by each Member as a condition of becoming a Member.
Consent of Members. By executing or adopting this Agreement, each Member hereby consents to the admission of additional or Substituted Members, and to any Economic Interest Owner becoming a Substituted Member upon consent of the Manager and in compliance with this Agreement.
Consent of Members. The Manager may not Transfer any of its Units without the consent of a Majority-in-Interest of the Members, except in connection with an Applicable Sale or Termination Transaction or to a wholly owned subsidiary in accordance with Section 7.2(b)(ii).
Consent of Members. Any action required or permitted to be taken at any annual or special meeting of Members may be taken by execution of one or more identical written consents without a meeting, without prior notice and without a vote. The written consent shall set forth the action so taken and shall be signed by Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voting. Prompt notice of the taking of action by written consent shall be given to all Members who did not sign the written consent.
Consent of Members. Various provisions of this Agreement require or permit the consent, agreement, approval or disapproval, written or otherwise, of the Members or some specified proportion thereof. In any such case, the Company may give all Members written notice that any Member who does not indicate its disapproval by written notice to the Company within a specified period of time (not less than 30 days after mailing of the notice) shall be deemed to have given its consent or approval to the action or event or to have made the agreement referred to in the notice. In such event, any Member who does not indicate its disapproval by written notice to the Company within the time specified shall be deemed to have given its written consent, approval, disapproval or agreement.
Consent of Members. Each Member hereby consents to the substitution of any assignee of a Member’s interest or the admission of any additional person as a Member as approved by Management.
Consent of Members. In addition to any other limitations expressly set forth in this Agreement, no Manager or officer shall have the authority to cause the Company to engage in (and the Company shall not engage in) the following transactions without first obtaining the affirmative vote or written consent of AF and NutraCea.
6.3.1 The sale, exchange or other disposition of all, or substantially all, of the equity securities or consolidated assets of the Company and its Subsidiaries, other than pursuant to an Approved Sale in accordance with Article XVI;
6.3.2 Any act which would make it impossible to carry on the Business of the Company;
6.3.3 Permitting of any additional Capital Contributions or issuance of Units other than pursuant to the Purchase Agreement;
6.3.4 An alteration of the primary purpose of the Business; and
6.3.5 The amendment of this Agreement or the Certificate.
Consent of Members. Notwithstanding anything contained herein, no Member shall sell, transfer, convey, assign, pledge or in any way encumber his Units in the Company, or any part thereof or interest therein, without the unanimous written consent of all other Members. If such consent is obtained, the transferee will be admitted as a Member only if and when the following conditions are met:
(i) The transferee must execute, and agree to hold such Units subject to this Agreement; and
(ii) The sale or transfer must comply with an applicable exemption from the registration requirements of the Securities Act of 1933, as amended, and applicable state securities statutes and, if requested by the Company, the transferor or transferee shall furnish the Company with an opinion of legal counsel to such effect.
Consent of Members. Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members (but, in all events, only after satisfying the requisite vote or consent, including any Consent Rights) and each Member shall be bound by the results of such action. Notwithstanding anything to the contrary herein, in the event that any action that would otherwise require the separate consent of a Brookfield Member is approved by the Board of Directors, with the consent of at least one Brookfield Director, then no separate consent of the Brookfield Member shall be required and the consent of such Xxxxxxxxxx Member shall be deemed to have been obtained with respect to the action so approved by the Brookfield Director.
