Limitations on Managers’ Powers Clause Samples

Limitations on Managers’ Powers. The Board of Managers shall not have authority hereunder to cause the Company to take any of the following actions without first obtaining the written consent of HMNY: (a) causing the Company to incur any expenditures or payment obligations in excess of the total amount set forth in the applicable Approved Budget or more than 110% of any line item in the applicable Approved Budget; (b) Entering into any transaction with or for the benefit of or making any payment to any Member of the Company (or its Affiliates), other than Manager Compensation Plans and Officer Compensation Plans which shall require only the approval of the Compensation Committee and the Board of Managers as provided in Sections 3.7(b) and 3.8(e), respectively; (c) Hiring or terminating the employment of any of the Officers; (d) Conducting any sale, lease, license, pledge or other disposition of any Company Entertainment Property or rights thereto outside the ordinary course of business; (e) Obtaining debt financing on behalf of the Company or guaranteeing any indebtedness in excess of ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Dollars (US$100,000) or refinancing any indebtedness in excess of such amount (but this provision shall not apply to any Special Purpose Vehicle incurring debt for the purpose of obtaining funding for a Project, provided that the Company is not a guarantor of such debt); (f) Entering into any security or pledge agreement, mortgage, or deed of trust granting a lien on any Property (but this provision shall not apply to any Special Purpose Vehicle incurring a security or pledge agreement, mortgage or deed of trust granting a lien on the assets of such Special Purpose Vehicle for the purpose of obtaining funding for a Project); (g) Redeeming or repurchasing any Securities of the Company or creating, offering or issuing additional Securities of the Company; (h) Admitting any Additional Member or Substitute Member; (i) Undertaking any recapitalization of the Company or converting the Company into a partnership or a corporation; (j) Entering into any merger or any acquisition of the capital stock, assets or business of any other Person in any form of transaction; (k) Selling, exchanging or otherwise disposing of all, substantially all, or a significant portion of the Company’s assets, occurring as part of a single transaction or plan, or in multiple transactions over a twelve (12) month period; (l) Commencing Bankruptcy proceedings; (m) Electing to liquidate, dissolve or wind up ...

Limitations on Managers’ Powers. The Managers are not permitted to: (a) purchase, sell, enter into or hold any investment other than a Permitted Investment; (b) issue any securities or instruments except for the Units and CIs to be issued pursuant to Article IV; (c) notwithstanding anything herein to the contrary, make short sales or purchase securities on margin; (d) notwithstanding anything herein to the contrary, write put or call options; (e) notwithstanding anything herein to the contrary, underwrite securities of other issuers; or (f) notwithstanding anything herein to the contrary, purchase or sell real estate and real estate mortgage loans, commodities or commodities contracts.