Limitations on Power of Managers. Notwithstanding any other provisions of this Agreement, no debt or liability of more than $__________ may be contracted on behalf of the Company except by the written consent of all Managers. Additionally, the Managers shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the affirmative vote or written consent of a Majority Interest (or such greater Percentage Interests set forth below) of the Members:
(i) The sale, exchange or other disposition of all, or substantially all, of the Company’s assets occurring as part of a single transaction or plan, or in multiple transactions over a _____ month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution, shall require the affirmative vote or written consent of Members holding at least _______ percent (%) in Percentage Interests.
(ii) The merger of the Company with another limited liability company or limited partnership shall require the affirmative vote or written consent of Members holding at least __________ percent ( %) in Percentage Interests; provided in no event shall a Member be required to become a general partner in a merger with a limited partnership without his express written consent or unless the agreement of merger provides each Member with the dissenter’s rights described in the Act.
(iii) The merger of the Company with a corporation or a general partnership or other Person shall require the affirmative vote or written consent of all Members.
(iv) The establishment of different classes of Members.
(v) An alteration of the primary purpose of the Company as set forth in Section 2.3.
(vi) Transactions between the Company and one or more of the Managers or one or more of any Manager’s Affiliates, or transactions in which one or more Managers, or one or more of any Manager’s Affiliates, has a material financial interest.
(vii) Without limiting subsection (vi), the lending of money by the Company to any Manager, Member, or officer.
(viii) Any act which would make it impossible to carry on the ordinary business of the Company.
(ix) The confession of a judgment against the Company.
(x) Any other transaction described in this Agreement as requiring the vote, consent, or approval of the Members.
Limitations on Power of Managers. Notwithstanding any other -------------------------------- provisions of this Agreement, no debt or liability of more than $10,000 may be contracted on behalf of the Company except by the written consent of all Managers. Additionally, the Managers shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the affirmative vote or written consent of all of the Members:
(i) The sale, exchange or other disposition of all, or substantially all, of the Company's assets occurring as part of a single transaction or plan, or in multiple transactions over a twelve (12) month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution;
(ii) The merger of the Company with another limited liability company or limited partnership;
(iii) The merger of the Company with a corporation or a general partnership or other Person;
(iv) The establishment of different classes of Members;
(v) An alteration of the primary purpose or business of the Company as set forth in Section 2.5;
(vi) The lending of money by the Company to any Manager, Member, Affiliate or officer;
(vii) Any act which would make it impossible to carry on the ordinary business of the Company;
(viii) The confession of a judgment against the Company;
(ix) To file a bankruptcy petition on behalf of the Company; and
(x) Any other transaction described in this agreement as requiring the vote, consent, or approval of the Members in which case the vote required will be as specified in the provision of this Agreement requiring such vote, approval or consent.
Limitations on Power of Managers. Notwithstanding any other provisions of this Agreement, the Board of Managers shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the affirmative vote or written consent of any Qualified Member:" and, except as so amended, the Operating Agreement of HH Preferred Member as in effect immediately prior to the Effective Time shall continue to be the operating agreement of the Surviving Entity until thereafter amended in accordance with its terms and applicable law.
Limitations on Power of Managers. 15 5.4 Performance of Duties; Liability of Manager............................................. 16
Limitations on Power of Managers. Notwithstanding any other provisions of this Agreement, the Manager shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the affirmative vote or written consent of all of the Members and of the Manager, except that the matters specified in (v) and (xiii) shall just require the vote of a Majority Interest and the concurrence of the Manager.
(i) The sale, exchange or other disposition of all, or substantially all, of the Company's assets occurring as part of a single transaction or plan or as part of related transactions or plans, except in the ordinary course of business or in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution;
(ii) The merger of the Company with another limited liability company or limited partnership or corporation, general partnership or other Person;
(iii) The establishment of different classes of Members;
(iv) An alteration of the primary purpose or business of the Company as set forth in Section 2.5;
(v) Transactions between the Company and the Manager or one or more of the Manager's Affiliates, or transactions in which the Manager or one or more of the Manager's Affiliates, has a material financial interest shall require the affirmative vote or written consent of a Majority Interest (not including the Manager, if a Member);
(vi) Any act which would make it impossible to carry on the ordinary business of the Company;
(vii) Borrowing, except that if it is in the Manager's reasonable judgement desirable to do so to accomplish the purposes of the Company, the Company may borrow money from banks or other recognized financial institutions and secure payment of any such borrowing by hypothecation or pledge of Company properties or otherwise, provided that (i) any such borrowing has an original maturity of less than one (1) year and (ii) the aggregate of all indebtedness of Company for money borrowed and outstanding at any one time does not exceed five percent (5%) of the sum of all Capital Contributions, and provided that the Manager may only cause the Company to guaranty the obligations of others if the amount guaranteed, together with any amount borrowed, does not at any time exceed the aforesaid limitation as to borrowing upon the authority of the Manager;
(viii) The underwriting or participation (except as an investor)in the marketing of securities of any other company;
(ix) The buying or selling of commodities, oth...
Limitations on Power of Managers. Notwithstanding any other provisions of this Agreement, no Manager shall have authority hereunder to cause the Company to engage in the following transactions without first obtaining the affirmative vote or written consent of all the Members:
(a) The incurrence of Company debt in excess of amounts set forth in the Annual Budget;
(b) The sale, merger, consolidation, conversion of the Company to or with any other Person;
(c) The establishment of different classes of Members;
(d) Engage in any business other than the Company Business and such activities as are necessarily incidental thereto;
(e) Any act which would make it impossible to carry on the ordinary business of the Company;
(f) The confession of a judgment against the Company;
(g) The commencement or settlement of any litigation that is material to the Company or any subsidiary of the Company;
(h) Payment or assumption of obligations outside of the Annual Budget or the payment, incurrence or assumption of any single cost, indebtedness, expense or other expenditure in excess of $200,000;
(i) The initial determination of the salaries of the Company’s Manager’s and officers, and thereafter, any increase in a Manager’s or an officer’s annual salary in excess of five percent (5%) of the prior year’s based salary and all management bonus and incentive compensation plans;
(j) Except as otherwise provide for in the Annual Budget and Operating Plan, the sale, exchange or other disposition of Company assets aggregating ten thousand dollars ($10,000) or more as part of a single transaction or plan, or in multiple transactions over a twelve (12) month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution;
(k) The issuance of any new Units or other equity interests in the Company other than as provided under Sections 2.2 and 2.3;
(l) Any transaction (including, without limitation, the purchase, sale, lease, or exchange of any property, or the lending of funds, or the rendering of any service, or the establishment of any salary, other compensation, or other terms of employment) between the Company and any Manager, Member, Affiliate of a Manager, Member or member of a Member, or an officer, director, employee, or other agent of a Manager or Member; or
(m) Approval of the Company’s Annual Budget and Operating Plan.
Limitations on Power of Managers. Notwithstanding any other provisions of this Agreement, no debt, liability or expenditure of more than $100,000 may be contracted or made on behalf of the Company in the ordinary course of business except by the written consent of all Managers, and no debt, liability or expenditure of more than $25,000 may be contracted or made on behalf of the Company outside the ordinary course of business except with the written consent of all Managers. Additionally, the Managers shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the affirmative vote or written consent of all of the Members.
(i) The dissolution of the Company;
(ii) The sale, exchange or other disposition of all, or substantially all, of the Company's assets occurring as part of a single transaction or plan, or in multiple transactions over a six (6) month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution;
(iii) The merger of the Company with another business entity;
(iv) The establishment of different classes of Members;
(v) The issuance of any new membership interests in the Company or options or commitments to issue any such interests, and
(vi) The amendment of the Articles.
Limitations on Power of Managers. The Managers shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the affirmative vote or written consent of a Majority in Interest of the Members:
(i) The sale, exchange or other disposition of all, or substantially all, of the Company’s assets occurring as part of a single transaction or plan, or in multiple transactions over a six-month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution.
(ii) The merger of the Company with another limited liability company or limited partnership, provided in no event shall a Member be required to become a general partner in a merger with a limited partnership without his express written consent or unless the agreement of merger provides each Member with the dissenter’s rights described in the Act.
(iii) The merger of the Company with a corporation or a general partnership or other Person, provided in no event shall a Member be required to become a partner in a merger with a general partnership without his or her express written consent or unless the agreement of merger provides each Member with the dissenter’s rights described in the Act.
(iv) An act which would make it impossible to carry on the ordinary business of the Company.
Limitations on Power of Managers. The Managers shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the unanimous vote or written consent of all of the Members:
(i) The sale, exchange or other disposition of all, or substantially all, of the Company’s assets occurring as part of a single transaction or plan, or in multiple transactions over a twelve (12) month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution, shall require the unanimous vote or written consent of Members;
(ii) The conversion of the Company into, or the merger of the Company with, another limited liability company or limited partnership shall require the unanimous vote or written consent of Members;
(iii) The merger of the Company with, or conversion into, a corporation or a general partnership or other Person shall require the unanimous vote or written consent of all Members;
(iv) The establishment of different classes of Members;
(v) An alteration of the primary purpose or business of the Company as set forth in Section 2.7;
(vi) Without limiting subsection (vi), the lending of money by the Company to any Manager or Member;
(vii) Any act which would make it impossible to carry on the ordinary business of the Company.
(viii) The filing of a bankruptcy petition on behalf of the Company; and
(ix) Any other transaction described in this Agreement as requiring the vote, consent, or approval of the Members.
Limitations on Power of Managers. The Managers shall not have authority to cause the Company to engage in any of the following transactions without first obtaining the affirmative vote or written consent of Members holding at least two-thirds of the Membership Interests:
(i) The sale, exchange, leasing or other disposition of all or substantially all of the Company's assets, except for the development, financing, and construction of the Premises, and except for the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution.
(ii) The joint venture of the Company with another entity for any purpose.
(iii) The merger of the Company with another entity; provided, in no event shall a Member be required to become a general partner in a merger with a partnership without such Member's express written consent or unless the agreement of merger provides each Member with the dissenter's rights described in the Act.
(iv) The establishment of different classes of Members.
(v) An alteration of the primary purpose of the Company as set forth in Section 2.5.
(vi) Any act which would make it impossible to carry on the ordinary business of the Company.
(vii) The confession of a judgment against the Company.
(viii) Any other transaction described in this Agreement as requiring the vote, consent, or approval of the Members.
(ix) Enter into contracts with the Company that would bind the Company after the expulsion, Bankruptcy, or other cessation to exist of the Manager, or to continue the business of the Company after the occurrence of such event.
(x) Use or permit any other person to use Company funds or assets in any manner except for the exclusive benefit of the Company.
(xi) Receive from the Company a rebate or give-up or participate in any reciprocal business arrangements which would enable it or any Affiliate to do so.
(xii) Borrowing or lending of any sum of money by the Company, the extension of credit or becoming a surety, guarantor, endorser or accommodation maker except as set forth in Article III.
(xiii) Admit another person as a Manager.
(xiv) Reinvest Distributable Cash in any additional properties.
(xv) Approval of any proposed settlement with the Internal Revenue Service or other taxing authority regarding any Company matter.
(xvi) The approval of any loan documents, including all construction loans and any loan documents which pledge any portion of the Premises as security.
(xvii) The commencement, settlement, assignment, transfer, compromise, release...
