Common use of Limitation on Powers of the Board of Directors Clause in Contracts

Limitation on Powers of the Board of Directors. Without the approval of the Member, the Board of Directors shall not have the authority to: (a) terminate, dissolve or wind-up the Company; (b) (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of the Company or of all or a substantial part of the assets of the Company, (ii) admit in writing the Company’s inability to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against the Company under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against the Company in any bankruptcy, reorganization or insolvency proceeding; (c) amend the Certificate of Formation; (d) issue a membership interest to any person and admit any person as an additional Member; (e) approve a merger or consolidation of the Company with or into another person or the acquisition by the Company of another business (either by asset, stock or interest purchase) or any equity of another entity; (f) authorize any transaction, agreement or action on behalf of the Company that is unrelated to its purpose as set forth in this Agreement, that otherwise contravenes this Agreement or that is not within the usual course of the business of the Company; or (g) redeem any membership interest or recapitalize the Company.