Exercise of Certain Rights. Except for rights in this Agreement, no Member may maintain any action for partition of the property of the Company. The Members agree not to maintain any action for dissolution and liquidation of the Company pursuant to Section 18-802 of the Act or any similar applicable statutory or common law dissolution right without the consent of (x) the Managing Member and (y) the Members holding at least sixty-six and two-thirds percent (66 2⁄3%) of the issued and outstanding Class B Units.
Exercise of Certain Rights. No Member may maintain any action for partition of the property of the Company. No Member may maintain any action for dissolution and liquidation of the Company unless such Member has submitted the dispute giving rise to such possible action to further negotiation and non-binding mediation, which further negotiation and mediation shall be conducted in accordance with the time periods and procedures set forth in Section 16.5(b) and (c), to the extent applicable. If such dispute is still unresolved after the conclusion of such further negotiation and non-binding mediation, such Member shall offer to sell its Membership Interest (free and clear of all liens and encumbrances) to the other Members for an amount of cash equal to the fair market value of the selling Member's Membership Interest, determined by multiplying such selling Member's Membership Interest by the fair market value of the Company, as a whole, without regard to any discounts or premiums related to minority interest, controlling interest, liquidity or related matters. If such Members do not agree on the fair market value thereof, such value shall be determined by an arbitrator in accordance with the arbitration procedures set forth in Section 3.6(e). If the non-selling Members do not exercise the option to purchase such Membership Interest within 60 days after the fair market value is determined, then the selling Member shall have the right for a period of 30 days after such 60-day period to initiate an action for such dissolution and liquidation pursuant to section 18-802 of the Act or any similar applicable statutory or common law dissolution right. If no Member has brought such action for dissolution within such 30 day period, then any Member may maintain an action for dissolution and liquidation only after again following the procedures set forth in this Section. Upon the institution of, and during the pendency of, any such dissolution proceeding, the Members agree to use commercially reasonable efforts to employ procedures and experts to ensure that such dissolution process will result in the Company and/or its assets being disposed of at fair market value; provided that such cooperative efforts shall not constitute a waiver or limitation of any such Member's right to contest such dissolution. Such procedures shall include soliciting likely potential purchasers, establishing a data room and other information sharing procedures and, if appropriate, engaging an investment banker, consultant...
Exercise of Certain Rights. 20 Section 6.01 No Enforcement by Bond Trustee 20 Section 6.02 Subordination 20 ARTICLE 7 RELEASE 21 Section 7.01 Discharge 21 Section 7.02 Sale of the Covered Bond Portfolio 21 Section 7.03 Disposal of Substitute Assets. 22 Section 7.04 Withdrawals from Guarantor Accounts 22 ARTICLE 8 SUPPLEMENTAL PROVISIONS REGARDING THE BOND TRUSTEE 22 Section 8.01 Consent of Bond Trustee 22 Section 8.02 Modification to Transaction Documents. 23 ARTICLE 9 REMUNERATION OF THE BOND TRUSTEE 24 Section 9.01 Remuneration 24 Section 9.02 Additional Remuneration 24 Section 9.03 Disputes. 25 Section 9.04 Expenses. 25
Exercise of Certain Rights. 17.1 No Enforcement by Secured Creditors Each of the Secured Creditors (other than the Bond Trustee) hereby agrees with the Guarantor and the Bond Trustee that:
(a) only the Bond Trustee may enforce the Security in accordance with the provisions hereof; and
(b) it will not take any steps, actions or proceedings for the purpose of:
(i) recovering any of the Secured Obligations (including, without limitation, by exercising any rights of set-off); or
(ii) enforcing any rights and claims arising out of the Transaction Documents against the Guarantor or the Charged Property or procuring the winding up, receivership or liquidation or dissolution of the Guarantor in respect of any of its liabilities whatsoever.
Exercise of Certain Rights. Google will exercise its rights under Section 3.5(b)(vi) of the Settlement Agreement to the extent necessary to fulfill any relevant obligations of Google to the Institution.
Exercise of Certain Rights. No Dealer shall, until the expiry of one year and one day after all sums outstanding and owing by the Issuer (whether contingently or otherwise) under the Transaction Documents have been paid or discharged in full, institute any corporate action or other steps or legal proceedings for the winding- up, dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrate or similar officer of the LLP or of any or all of the LLP revenues and assets or analogous proceedings in any jurisdictions.
Exercise of Certain Rights. Notwithstanding anything to the contrary contained in any Transaction Document: (a) if the Company shall have any claim, right or remedy of whatever nature against any Related Counterparty arising under or relating to a Related Party Transaction, the Other Member or Member Group shall have the right (at its election) to exercise or enforce any such claim, right or remedy on behalf of the Company and at the Company’s reasonable cost and expense; and (b) if the Company becomes involved in any Proceeding against any Related Counterparty or becomes a defendant in any Proceeding brought by or on behalf of any Related Counterparty based upon or relating to any Related Party Transaction, the Other Member or Member Group shall have the right (at its election) to control the commencement, defense, management and disposition of such Proceeding on behalf of the Company, and shall be reimbursed by the Company for its reasonable costs and expenses incurred in connection therewith.
Exercise of Certain Rights. 22 Section 6.01 No Enforcement by Secured Creditors. 22 Section 6.02 Subordination. 22 ARTICLE 7 RELEASE 24 Section 7.01 Discharge. 24 Section 7.02 Sale of the Covered Bond Portfolio. 24 Section 7.03 Disposal of Substitute Assets. 24 Section 7.04 Withdrawals from Guarantor Accounts. 24
Exercise of Certain Rights. 47 14.7 Notice to Trinity Members of Provisions of the Trinity Company Agreement 47 14.8 Counterparts 47 14.9 Checks, Notes and Contracts 47 14.10 No Third Party Beneficiaries 47 14.11 Notices 48 14.12 Trinity Member Trademarks 48 14.13 Setoff 48 14.14 Construction 48 14.15 Waiver of Jury Trial 48 14.16 Consent to Jurisdiction and Service of Process 48 Exhibit A: Defined Terms Exhibit B: Trinity Member Information Exhibit C: Form of Membership Interest Redemption Agreement This Amended and Restated Limited Liability Company Agreement (this “Trinity Company Agreement”) of Trinity Associates LLC (“Trinity”), dated as of December 27, 2007 (the “Effective Date”), is (a) adopted by the Trinity Members (as defined below) and (b) executed and agreed to, for good and valuable consideration, by the Trinity Members.
Exercise of Certain Rights. 64 16.9. Notice to Members of Provisions of this Agreement....................65 16.10.Counterparts.........................................................65 16.11.Attendance via Communications Equipment..............................65 16.12.
