Limitations on Power of Managers Sample Clauses

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.
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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;
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. Notwithstanding any other provisions of this Agreement, no debt or liability of more than Ten Thousand Dollars ($10,000.00) may be contracted on behalf of IMMERSION except by the written consent of a majority of the Managers. Additionally, the Managers shall not have authority hereunder to cause IMMERSION to engage in the following transactions without first obtaining the affirmative vote or written consent of a Majority Interest (or all of the Members to the extent required by Article 5.3B(ii)):
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, 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.
Limitations on Power of Managers. Without the consent of all of the members of the Board of Managers and each of the Members of the Company, the Company shall not:
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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:
Limitations on Power of Managers. The Managers shall not have authority 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: The merger of the Company with another limited liability company, corporation or limited partnership shall require the affirmative vote or written consent of Members holding a majority interest; provided, in no event shall a Member be required to become a general partner in a merger with a limited partnership without such Member's express written consent or unless the agreement of merger provides each Member with dissenter's rights. Any act which would make it impossible to carry on the ordinary business of the Company. The acquisition of any real or personal property by the Company which is to be held in the name of any person other than the Company. Any other transaction described in this Agreement as requiring the vote, consent, or approval of the Members.

Related to Limitations on Power of Managers

  • Limitations on Powers Notwithstanding any other provision of this Agreement and any provision of law, the Company shall not engage in any business or activity other than as set forth in this Agreement.

  • Limitations on Rights of Others The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholder, the Servicer and, to the extent expressly provided herein, the Trustee, the Trust Collateral Agent and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

  • Limitations on Duties and Exculpation and Indemnification, of Securities Intermediary.

  • Limitations on Investments The Company will not, and will not permit any of its Subsidiaries to, make any Investment other than (i) a Permitted Investment or (ii) an Investment that is made as a Restricted Payment in compliance with Section 4.7 hereof.

  • Limitations on Voting Rights (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Preferred Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association.

  • Limitations on Transferability This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

  • LIMITATIONS ON ACTIVITIES Anything else in this Agreement to the contrary notwithstanding, the Advisor shall refrain from taking any action which, in its sole judgment made in good faith, would (a) adversely affect the status of the Company as a REIT, (b) subject the Company to regulation under the Investment Company Act of 1940, as amended, (c) violate any law, rule, regulation or statement of policy of any governmental body or agency having jurisdiction over the Company, the Shares or its other securities, or (d) not be permitted by the Articles of Incorporation or Bylaws, except if such action shall be ordered by the Board, in which case the Advisor shall notify promptly the Board of the Advisor’s judgment of the potential impact of such action and shall refrain from taking such action until it receives further clarification or instructions from the Board. In such event the Advisor shall have no liability for acting in accordance with the specific instructions of the Board so given. Notwithstanding the foregoing, the Advisor, its directors, officers, employees and stockholders, and the directors, officers, employees and stockholders of the Advisor’s Affiliates shall not be liable to the Company or to the Board or Stockholders for any act or omission by the Advisor, its directors, officers, employees or stockholders, or for any act or omission of any Affiliate of the Advisor, its directors, officers, employees or stockholders, except as provided in Section 5.02 of this Agreement.

  • Limitations on Suits No Holder of any Security of any series or any Coupons appertaining thereto shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless

  • Limitations on Actions Any action brought under this Contract, except an action for breach of warranty, shall be brought within the shorter of the statutory limitations period and the period of three years from the date of final payment without any tolling of this statutory limitations period for any reason whatsoever.

  • Limitations on Subsequent Registration Rights From and after the date of this Agreement, the Company shall not, without the prior written consent of Holders holding a majority of the Registrable Securities enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are pari passu with or senior to the registration rights granted to the Holders hereunder.

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