Limitations on Power of Members Sample Clauses

Limitations on Power of Members. Notwithstanding any other provisions of this Agreement, no debt or liability of more than ____________________ may be contracted on behalf of the Company without the approval of the majority of Membership Interests. The signature of ______________ Members is required to sign contracts and obligations on behalf of the Company. Additionally, the unanimous approval of the Members must be obtained prior to: The merger of the Company with another business entity. The establishment of different Member classes. A change in the authorized businesses of the Company (Section 1.4), Any act which would make it impossible to carry on the ordinary business of the Company The confession of judgment against the Company Any other transaction described in this Agreement which requires the approval, consent or vote of all of the Members. The sale, exchange or other disposition of substantially all of the Company’s assets occurring as part of single or multiple transactions or plan.
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Limitations on Power of Members. Notwithstanding anything stated herein to the contrary, no Member 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 the Members: (i) to do any act in contravention of this Operating Agreement; (ii) to possess the Company's property or assign, transfer, mortgage, pledge, or grant a security interest in and/or a deed of trust with respect to the Company's property for other than a Company purpose, except as otherwise expressly set forth herein; or (iii) to enter into, amend, modify or waive any rights with respect to any contract, agreement or transaction with any Member.
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Limitations on Power of Members. 10 5.2 Performance of Duties; Liability of Members.................. 11 5.3 Devotion of Time.............................................
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Limitations on Power of Members. Notwithstanding any other provisions of this Agreement, no Member nor the Managing Member shall have authority to cause the Company to engage in the following transactions without first obtaining the unanimous approval 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 corporation, general partnership, limited partnership or other entity (except that any act which would cause a Member to incur personal liability for the obligations of the Company or its successor shall also require the consent of such Member); (iii) Altering the purpose of the Company as set forth in Section 2.6 hereof; (iv) A decision to continue the business of the Company after the occurrence of a Dissolution Event; (v) Except as provided in Article VII, the transfer of a Membership Interest and admission of the assignee as a Member of the Company; (vi) Any amendment of the Certificate or this Agreement; (vii) A decision to compromise the obligation of a Member to make a Capital Contribution or return money or property paid or distributed in violation of the Act; (viii) A decision to allow one or more Members to make additional Capital Contributions pursuant to Section 3.2; (ix) A decision to pursue an action, course of action or operation that is either a material deviation from the Plan or not reasonably identified and described in the Plan; (x) A decision to admit additional Members to the Company pursuant to Section 4.2; (xi) A decision to approve or carry out any material transaction between the Company or any Affiliate of the Company and any Member or any Affiliate of a Member; and (xii) Any other matter which is said elsewhere herein to require the unanimous approval of the Members.
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Limitations on Power of Members. All contracts, agreements, commitments and obligations of the Company require the affirmative vote or written consent of all Members except the following: (i) debts, liabilities or obligations of the Company of less than Two Thousand Dollars ($2,000) individually and Ten Thousand Dollars ($10,000) in the aggregate in any one (1) calendar year may be contracted on behalf of the Company by either Member; and (ii) if under any Client Contract, HeartMasters has an obligation to repay the Client more than 50% of the fees paid by Client to HeartMasters in any Measurement Year, then either Member may unilaterally cause the Company to terminate such Client Contract in accordance with the Client Contract terms, notwithstanding whether such repayment obligation has been assumed by any other Person. Subject to the exceptions in the prior sentence, no Member shall have authority hereunder to cause the Company to enter into any contact, agreement, commitment or obligation without first obtaining the affirmative vote or written consent of all the Members (which consent could be evidenced by both Member's execution of the contract, agreement or commitment in consideration). The Members shall execute and file an Amendment to the Company's Certificate of Formation in substantially in the form of Exhibit F to reflect the intent of this Section 4.2.
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Limitations on Power of Members. Notwithstanding any of the foregoing, the consent of a majority of the Members shall be required to undertake the following acts on behalf of the Company: (a) The approval of a sale, transfer, exchange, assignment, or other disposition of all or any part of a Member's interest in the Company and admission of the Assignee as a Member of the Company; (b) The decision to continue to operate the business of the Company after the occurrence of a Dissolution Event; (c) The sale or other disposition of all or a substantial part of the Company's assets, whether occurring as a single transaction or as a series of transactions over a twelve (12) month period, except if the same is part of the orderly liquidation and winding up of the Company's affairs upon the dissolution of the Company; (d) The merger of the Company with any other business entity; (e) The confession of a judgment against the Company; (f) Any act which would prevent the Company from conducting its duly authorized business; and (g) Any other act for which the consent of the Members is required, either in this Agreement or under the Act.
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Limitations on Power of Members. Notwithstanding any other provision of this Agreement, no debt or liability may be contracted on behalf of the Company without the approval of Members holding Majority Interests, but Members holding Majority Interests may delegate any such contractual authority as such Members deem appropriate. Additionally, no Member shall have authority to cause the Company to engage in the following transactions without first obtaining the approval of Members holding seventy five percent (75%) of the Membership Interests: (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 6 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 corporation, general partnership, limited partnership or other entity (except that any act which would cause a Member to incur liability for the obligations of the Company or its successor shall also require the consent of such Member). (iii) An alteration Of the authorized businesses of the Company. (iv) Any act which would make it impossible to carry on the ordinary business of the Company. (v) The confession of a judgement against the Company.
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Limitations on Power of Members. (a) Subject to the provisions of this Section 4.2 or except as otherwise provided herein, each of the Members shall have the right and responsibility for the management, conduct and operation of the business of the Company in all matters, including the power to do all acts necessary and convenient to or for the furtherance of the purposes described herein; provided, however, that the signature of two or more Members shall be required for contracts not entered into in the ordinary course of business. Notwithstanding the foregoing, unless contemplated by any Annual Business Plan or otherwise contemplated by this Agreement, no (i) any merger, consolidation or other business combination of the Company with another entity, or the acquisition by the Company of another person or entity or its business, whether by means of an acquisition of assets or of capital stock, partnership or other equity interests, in each case in a single transaction or series of related transactions; provided, however, that in the event the consideration to be received by Vans pursuant to such merger, consolidation or other business combination equals or exceeds the capital contributions made by Vans to the Company, the approval of holders of Membership Interests representing seventy-five percent (75%) or more of the Membership Interests shall be required to approve such transaction; (ii) the sale of all or substantially all of the Company's assets in a single transaction or series of related transactions; provided, however, that in the event the Company provides for a distribution from the proceeds of such sale to Vans in an amount equal to or in excess of the capital contributions made by Vans to the Company, the approval of holders of Membership Interests representing seventy-five percent (75%) or more of the Membership Interests of the Members shall be required to approve such transaction; (iii) any liquidation, dissolution or winding up of the Company (other than in accordance with the terms of this Agreement); provided, however, that in the event the proceeds of such liquidation, dissolution or winding up will be sufficient to provide a distribution to Vans in an amount equal to or in excess of the capital contributions made by Vans to the Company, the approval of holders of Membership Interests representing seventy-five percent (75%) or more of the Membership Interests of the Members shall be required to approve such action; (iv) the loan of moneys to any person or entity (other t...
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Limitations on Power of Members. Notwithstanding any other provisions of this Agreement, no debt or liability of more than $2,500.00 may be contracted on behalf of the Company without the approval of the Members and the signature of 2 Members is required to sign contracts and obligations on behalf of the Company. Additionally, no Member shall have authority to cause the Company to engage in the following transactions without first obtaining the approval of Members holding a majority of the Membership Interests: (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 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 corporation, general partnership, limited partnership or other entity (except that any act which would cause a Member to incur personal liability for the obligations of the Company or its successor shall also require the consent of such Member). (iii) An alteration of the authorized businesses of the Company as set forth in Section 1.4. (iv) Any act which would make it impossible to carry on the ordinary business of the Company. (v) The confession of a judgment against the Company. (vi) Any other transaction described in this Agreement as requiring the approval, consent or vote of the Members.
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Related to Limitations on Power of Members

  • 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.

  • Restrictions on Transfer of Limited Partnership Interests (a) Subject to the provisions of 9.2(b), (c) and (d), no Limited Partner may offer, sell, assign, hypothecate, pledge or otherwise transfer all or any portion of its Limited Partnership Interest, or any of such Limited Partner’s economic rights as a Limited Partner, whether voluntarily or by operation of law or at judicial sale or otherwise (collectively, a “Transfer”) without the consent of the General Partner, which consent may be granted or withheld in its sole and absolute discretion. Any such purported transfer undertaken without such consent shall be considered to be null and void ab initio and shall not be given effect. The General Partner may require, as a condition of any Transfer to which it consents, that the transferor assume all costs incurred by the Partnership in connection therewith. (b) No Limited Partner may withdraw from the Partnership other than as a result of a permitted Transfer (i.e., a Transfer consented to as contemplated by clause (a) above or clause (c) below or a Transfer pursuant to Section 9.5 below) of all of its Partnership Units pursuant to this Article 9 or pursuant to an exchange of all of its Partnership Units pursuant to Section 8.4. Upon the permitted Transfer or redemption of all of a Limited Partner’s Partnership Interest, such Limited Partner shall cease to be a Limited Partner. (c) Subject to 9.2(d), (e) and (f) below, a Limited Partner may Transfer, with the consent of the General Partner, all or a portion of its Partnership Units to (i) a parent or parent’s spouse, natural or adopted descendant or descendants, spouse of such descendant, or brother or sister, or a trust created by such Limited Partner for the benefit of such Limited Partner and/or any such Person(s), of which trust such Limited Partner or any such Person(s) is a trustee, (ii) a corporation controlled by a Person or Persons named in (i) above, or (iii) if the Limited Partner is an entity, its beneficial owners. (d) No Limited Partner may effect a Transfer of its Limited Partnership Interest, in whole or in part, if, in the opinion of legal counsel for the Partnership, such proposed Transfer would otherwise violate any applicable federal or state securities or blue sky law (including investment suitability standards). (e) No Transfer by a Limited Partner of its Partnership Units, in whole or in part, may be made to any Person if (i) in the opinion of legal counsel for the Partnership, the transfer would result in the Partnership’s being treated as an association taxable as a corporation (other than a qualified REIT subsidiary within the meaning of Section 856(i) of the Code), (ii) in the opinion of legal counsel for the Partnership, it would adversely affect the ability of the General Partner to continue to qualify as a REIT or subject the General Partner to any additional taxes under Section 857 or Section 4981 of the Code, or (iii) such transfer is effectuated through an “established securities market” or a “secondary market (or the substantial equivalent thereof)” within the meaning of Section 7704 of the Code. (f) No transfer of any Partnership Units may be made to a lender to the Partnership or any Person who is related (within the meaning of Regulations Section 1.752-4(b)) to any lender to the Partnership whose loan constitutes a nonrecourse liability (within the meaning of Regulations Section 1.752-1(a)(2)), without the consent of the General Partner, which may be withheld in its sole and absolute discretion, provided that as a condition to such consent the lender will be required to enter into an arrangement with the Partnership and the General Partner to exchange or redeem for the Cash Amount any Partnership Units in which a security interest is held simultaneously with the time at which such lender would be deemed to be a partner in the Partnership for purposes of allocating liabilities to such lender under Section 752 of the Code. (g) Any Transfer in contravention of any of the provisions of this Article 9 shall be void and ineffectual and shall not be binding upon, or recognized by, the Partnership. (h) Prior to the consummation of any Transfer under this Article 9, the transferor and/or the transferee shall deliver to the General Partner such opinions, certificates and other documents as the General Partner shall request in connection with such Transfer.

  • Restrictions on Owners' Power The Owners shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Issuer or the Owner Trustee under this Agreement or any of the other Basic Documents or would be contrary to the purpose of the Issuer as set forth in Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given.

  • Limitations on Investments Make or permit to exist, or permit any Restricted Subsidiary to make or permit to exist, any Investment, other than Investments which are: (a) cash and Cash Equivalents; (b) current assets generated in the ordinary course of business; (c) accounts receivable created, acquired or made in the ordinary course of business and payable or dischargeable in accordance with customary trade terms; (d) Investments consisting of capital stock, obligations, securities or other property received in settlement of accounts receivable (created in the ordinary course of business) from bankrupt obligors; (e) advances to employees for moving and travel expenses, drawing accounts and similar expenditures in the ordinary course of business; (f) advances or loans to directors, officers and employees that do not exceed $25,000,000 in the aggregate at any one time outstanding; (g) advances or loans to customers and suppliers in the ordinary course of business in an aggregate amount consistent with the past practice of the Person making such advance or loan; (h) loans to shareholders intended to constitute dividends on, or payment on account of, any capital stock; (i) Investments or Support Obligations by the Borrower and its Restricted Subsidiaries existing on the Effective Date; (j) Investments by the Borrower or its Restricted Subsidiaries in the Borrower or any other Subsidiary (provided that such Investment would not otherwise constitute a breach of Section 8.08); (k) Support Obligations of the Borrower or its Restricted Subsidiaries for the benefit of the Borrower or any other Subsidiary; (l) acquisitions permitted by Section 8.08 and Investments consisting of capital stock, obligations, securities or other property received in connection with any merger, sale or other combination permitted by Section 8.03; (m) Investments in connection with the management of Pension Plans and other benefit plans of the Borrower and its Subsidiaries (including without limitation The Pittston Company Employee Welfare Benefit Trust); (n) Hedging Agreements permitted by Section 8.06; (o) advances or loans to any Person with respect to the deferred purchase price of property, services or other assets in dispositions permitted by Section 8.03; and (p) Investments of a nature not contemplated in the foregoing subsections in an amount not to exceed 15% of Consolidated Net Worth.

  • 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 Voting Rights (a) Except as expressly provided in this Trust Agreement and in the Indenture and as otherwise required by law, no Holder of Capital Securities shall have any right to vote or in any manner otherwise control the administration, operation and management of the Issuer Trust or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Trust Securities Certificates, be construed so as to constitute the Holders from time to time as partners or members of an association. (b) So long as any Debentures are held by the Property Trustee on behalf of the Issuer Trust, the Issuer Trustees shall not (i) direct the time, method and place of conducting any proceeding for any remedy available to the Debenture Trustee, or execute any trust or power conferred on the Debenture Trustee with respect to the Debentures, (ii) waive any past default that may be waived under Section 5.13 of the Indenture, (iii) exercise any right to rescind or annul a declaration that the principal of all the Debentures shall be due and payable, or (iv) consent to any amendment, modification or termination of the Indenture or the Debentures, where such consent shall be required, without, in each case, obtaining the prior approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities, provided, however, that where a consent under the Indenture would require the consent of each holder of Debentures affected thereby, no such consent shall be given by the Property Trustee without the prior written consent of each Holder of Capital Securities. The Property Trustee shall not revoke any action previously authorized or approved by a vote of the Holders of the Capital Securities, except by a subsequent vote of the Holders of the Capital Securities. The Property Trustee shall notify all Holders of the Capital Securities of any notice of default received with respect to the Debentures. In addition to obtaining the foregoing approvals of the Holders of the Capital Securities, prior to taking any of the foregoing actions, the Issuer Trustees shall, at the expense of the Depositor, obtain an Opinion of Counsel experienced in such matters to the effect that such action shall not cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes. (c) If any proposed amendment to the Trust Agreement provides for, or the Issuer Trustees otherwise propose to effect, (i) any action that would adversely affect in any material respect the powers, preferences or special rights of the Capital Securities, whether by way of amendment to the Trust Agreement or otherwise, or (ii) the dissolution and winding-up of the Issuer Trust, other than pursuant to the terms of this Trust Agreement, then the Holders of Outstanding Capital Securities as a class will be entitled to vote on such amendment or proposal and such amendment or proposal shall not be effective except with the approval of the Holders of at least a Majority in Liquidation Amount of the Capital Securities. Notwithstanding any other provision of this Trust Agreement, no amendment to this Trust Agreement may be made if, as a result of such amendment, it would cause the Issuer Trust to be taxable as a corporation or classified as other than a grantor trust for United States Federal income tax purposes.

  • Limitations on Interest It is expressly the intent of Landlord and Tenant at all times to comply with applicable law governing the maximum rate or amount of any interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect to this Lease, then it is Landlord’s and Tenant’s express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comply with the applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder.

  • Limitations on Rights of Participants A Participant shall not be entitled to receive any greater payment under Section 2.12 or 2.13 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 2.14 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.14(e) as though it were a Lender.

  • Limitations on Contributions By executing this Agreement, Contractor acknowledges its obligations under Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, any department of the City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, for a grant, loan or loan guarantee, or for a development agreement, from making any campaign contribution to (i) a City elected official if the contract must be approved by that official, a board on which that official serves, or the board of a state agency on which an appointee of that official serves, (ii) a candidate for that City elective office, or (iii) a committee controlled by such elected official or a candidate for that office, at any time from the submission of a proposal for the contract until the later of either the termination of negotiations for such contract or twelve months after the date the City approves the contract. The prohibition on contributions applies to each prospective party to the contract; each member of Contractor’s board of directors; Contractor’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 10% in Contractor; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by Contractor. Contractor certifies that it has informed each such person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposal for the contract, and has provided the names of the persons required to be informed to the City department with whom it is contracting.

  • Limitations on Transfers Federal regulations limit transfers for savings accounts and money market accounts, if applicable. During any statement period, you may not make more than six withdrawals or transfers to another Credit Union account of yours or to a third party by means of a pre-authorized or automatic transfer. This includes transfers by phone, fax, wire and cable, audio response, overdraft transfers to checking and Internet instruction. No more than three of the six transfers may be made by check, draft or debit card, or similar order to a third party. A pre-authorized transfer includes any arrangement with us to pay a third party from your account upon oral or written orders including orders received through the automated clearinghouse (ACH). If you exceed the transfer limitations set forth above in any statement period, the transfer may not be completed, your regular share account and draft account may be subject to a fee, account closure, or suspension or we may revoke your access to Online Banking. We will not be required to complete a withdrawal or transfer from your account(s) if you do not have enough money in the designated account(s) to cover the transaction; however, we may complete the transaction. You agree not to use Online Banking to initiate a transaction that would cause the balance in your designated account(s) to go below zero. If you have a line-of-credit, you agree not to use Online Banking to initiate a transaction that would cause the outstanding balance of your line-of-credit to go above your credit limit. We will not be required to complete such a transaction, but if we do, you agree to pay us the excess amount or improperly withdrawn amount or transferred amount immediately upon our request. We also will refuse to complete your Online Banking transactions if we have canceled your Online Banking access, or we cannot complete the transaction for security reasons. The functions and limitations of Online Banking may be updated, without notice, at the option of the Credit Union in order to provide improved service to the membership.

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