Common use of Decisions by the Members Clause in Contracts

Decisions by the Members. (a) Other than the Managing Member, the Members shall take no part in the management of the Company’s business, shall transact no business for the Company and shall have no power to act for or to bind the Company; provided, however, that the Company may engage any Member or principal, partner, member, shareholder or interest holder thereof as an employee, independent contractor or consultant to the Company, in which event the duties and liabilities of such Person with respect to the Company as an employee, independent contractor or consultant, as applicable, shall be governed by the terms of such engagement with the Company. (b) Except as expressly provided herein, neither the Members nor any class of Members shall have the power or authority to vote, approve or consent to any matter or action taken by the Company (or by Manager, as Managing Member).

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Endeavor Group Holdings, Inc.), Limited Liability Company Agreement (Endeavor Group Holdings, Inc.), Limited Liability Company Agreement (Endeavor Group Holdings, Inc.)

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Decisions by the Members. (a) Other than the Managing Member, the Members shall take no part in the management of the Company’s business, shall transact no business for the Company and shall have no power to act for or to bind the Company; provided, however, that the Company may engage any Member or principal, partner, member, shareholder or interest holder thereof as an employee, independent contractor or consultant to the Company, in which event the duties and liabilities of such Person with respect to the Company as an employee, independent contractor or consultant, as applicable, shall be governed by the terms of such engagement with the Company. (b) Except as otherwise expressly provided hereinherein in the Stockholders Agreement, neither the Members nor any class of Members no Member shall have the power or authority to vote, approve or consent to any matter or action taken by the Company (or by ManagerPubCo, as Managing Member).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Fluence Energy, Inc.), Limited Liability Company Agreement (Fluence Energy, Inc.)

Decisions by the Members. (a) Other than the Managing MemberManager, the Members shall take no part in the management of the Company’s business, shall transact no business for the Company and shall have no power to act for or to bind the Company; provided, however, that the Company may engage any Member or principal, partner, member, shareholder or interest holder thereof as an employee, independent contractor or consultant to the Company, in which event the duties and liabilities of such Person with respect to the Company as an employee, independent contractor or consultant, as applicable, shall be governed by the terms of such engagement with the Company. (b) Except as expressly provided herein, neither the Members nor any class of Members shall have the power or authority to vote, approve or consent to any matter or action taken by the Company (or by ManagerPubCo, as Managing MemberManager).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Vacasa, Inc.), Limited Liability Company Agreement (Milan Laser Inc.)

Decisions by the Members. (a) Other than the Managing MemberMember and except as set forth in this Agreement, the Members shall take no part in the management of the Company’s business, shall transact no business for the Company and shall have no power to act for or to assume any obligations or responsibility on behalf of, or to bind the Company; provided, however, that the Company may engage any Member or principal, partner, member, shareholder or interest holder thereof as an employee, independent contractor or consultant to the Company, in which event the duties and liabilities of such Person with respect to the Company as an employee, independent contractor or consultant, as applicable, shall be governed by the terms of such engagement with the Company. (b) Except as expressly provided herein, neither the Members nor any class of Members shall have the power or authority to vote, approve or consent to any matter or action taken by the Company (or by ManagerPubCo, as Managing Member).

Appears in 2 contracts

Samples: Limited Liability Company Agreement (McAfee Corp.), Limited Liability Company Agreement (McAfee Corp.)

Decisions by the Members. (a) Other than the Managing Member, the Members shall take no part in the management of the Company’s business, shall transact no business for the Company and shall have no power to act for or to bind the Company; provided, however, that the Company may engage any Member or principal, partner, member, shareholder or interest holder thereof as an employee, independent contractor or consultant to the Company, in which event the duties and liabilities of such Person with respect to the Company as an employee, independent contractor or consultant, as applicable, shall be governed by the terms of such engagement with the Company. (b) Except as expressly provided herein, neither the Members nor any class of Members shall have the power or authority to vote, approve or consent to any matter or action taken by the Company (or by ManagerPubCo, as Managing Member).

Appears in 1 contract

Samples: Limited Liability Company Agreement (TPG Pace Solutions Corp.)

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Decisions by the Members. (a) Other than the Managing Member, the Members shall take no part in the management of the Company’s business, shall transact no business for the Company and shall have no power to act for or to bind the Company; provided, however, that the Company may engage any Member or principal, partner, member, shareholder or interest holder thereof as an employee, director, officer, agent, independent contractor or consultant to the Company, in which event the duties and liabilities of such Person with respect to the Company as an employee, director, officer, agent, independent contractor or consultant, as applicable, shall be governed by the terms of such engagement with the Company. (b) Except as expressly provided herein, neither the Members nor any class of Members shall have the power or authority to vote, approve or consent to any matter or action taken by the Company (or by ManagerPubCo, as Managing Member).

Appears in 1 contract

Samples: Limited Liability Company Agreement (TKO Group Holdings, Inc.)

Decisions by the Members. (a) Other than the Managing MemberMember and except as set forth in this Agreement, the Members shall take no part in the management of the Company’s business, shall transact no business for the Company and shall have no power to act for or to assume any obligations or responsibility on behalf of, or to bind the Company; provided, however, that the Company may engage any Member or principal, partner, member, shareholder or interest holder thereof as an employee, independent contractor or consultant to the Company, in which event the duties and liabilities of such Person with respect to the Company as an employee, independent contractor or consultant, as applicable, shall be governed by the terms of such engagement with the Company. (b) Except as expressly provided herein, neither the Members nor any class of Members shall have the power or authority to vote, approve or consent to any matter or action taken by the Company (or by ManagerPubCo Blocker Entity, as Managing Member).

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ensemble Health Partners, Inc.)

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