Limitations on Power of the Manager Sample Clauses

Limitations on Power of the Manager. (a) Notwithstanding any other provisions of this Agreement, the Manager shall not have the power or authority to approve or cause the Company to engage in any of the following actions without first obtaining the affirmative consent of a Majority in Interest of the Members: (i) Filling a vacancy in the position of the Manager of the Company; provided, that if the Manager resigns, such Manager may appoint an Affiliate as the successor Manager without the consent of the Members; and, provided, further, that if a Manager is removed for Cause by a Super Majority in Interest, the vacancy shall be filled by a Super Majority in Interest; (ii) Causing the Project Entity to alter its equity capital structure by (A) selling preferred equity; (B) entering into a joint venture arrangement with one or more larger equity partners; or (C) consummating a private placement offering of membership interests in the Project Entity; provided, however, that the Members acknowledge and agree that if the Company holds less than fifty percent (50%) of the Project Entity Units, the vote of the Members of the Company may be overridden by the vote of the members of GP-2; and, provided, further, that if the approval of the requisite numbers of Members of the Company and/or the members of GP-2 is obtained with respect to a new capital structure, further details with respect to such structure shall be determined by AGH, as the manager of the Company and GP-2, in its sole discretion; and provided, further, that the decision to cause the Project Entity to alter its equity capital structure may be made by a third-party investor or joint venture partner if such Person’s rights under the amended and restated Project Entity LLC Agreement give it a majority interest or permit it to cause such a change to the equity capital structure without the prior consent of the Company or GP-2 (or their respective members); (iii) Selling, transferring, or otherwise disposing of the Company’s interest in the Project Entity, or causing the Project Entity to enter into any agreement with respect to an Alternate Project Exit Strategy, in each case prior to the expiration of the ten (10) year holding period required under the regulations governing “qualified opportunity funds” (as described in Section 1400Z-2(d)(1) of the Internal Revenue Code of 1986, as amended); provided, however, that the Members acknowledge and agree that if the Company holds less than 50% of the Project Entity Units, the vote of the Members...
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Limitations on Power of the Manager. Notwithstanding any other ----------------------------------- provision of this Agreement, the Manager shall not have authority to cause the Company to engage in the following transactions without first obtaining the approval of the 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 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. (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 holding a majority of the Membership Interests.
Sample 1
Limitations on Power of the Manager. The Manager shall have no power or authority to approve or cause the Company to engage in any of the following, without first obtaining the unanimous vote or written consent of all Members: (a) the sale or disposition of all or substantially all of the assets of the Company; (b) the dissolution of the Company; (c) the merger of the Company with another limited liability company, corporation, general partnership, limited partnership or other entity; (d) any act which would make it impossible to carry on the ordinary business of the Company; (e) any decision to place the Company into Bankruptcy; or (f) any amendment to the Certificate of Formation or this Agreement.
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Limitations on Power of the Manager. The Manager shall not have authority hereunder to cause the Company to engage in the following transactions (a "Joint Decision") without first obtaining the affirmative vote or written consent of all Members: (i) making of any loan, including approval of loan documents, including all construction loans and any loans which pledge any portion of the Company's assets as security; (ii) sale, lease or other conveyance or transfer, or mortgaging or the placing of any security interest, deed of trust, option or other encumbrance of any kind on any of the Company's assets; (iii) the approval of the design, construction plans and architectural drawings relating to the Center; (iv) the approval of the construction budget and the annual and monthly operating budget for the Center; (v) the commencement, settlement, assignment, transfer, compromise, release or other action (including selection of counsel for the Company) with respect to any claim of the Company or any legal or administrative proceedings relating to the Company or the Center; (vi) selecting or varying accounting methods, filing federal or state income tax returns and making other decisions with respect to treatment of items for accounting, financial reporting or federal or state income tax purposes; (vii) an amendment of this Agreement; (viii) dissolution of the Company; (ix) any transaction with the Manager or a Member; (x) determining whether distributions should be made to Members and the plan for such distributions; (xi) acquisition of any interest in real property; (xii) the Company borrowing or lending any sum of money, extending credit or becoming a surety or guarantor; (xiii) the retention of any contractor, supplier or vendor by the Company relating to the operation of the Center; (xiv) material decisions regarding the upkeep and maintenance of the Center, especially the driving range and golf course; (xv) any expenditure or commitment of capital by the Company which is outside the ordinary course of business of operating the Center, and any expenditure or commitment of capital by the Company which is within the ordinary course of business of operating the Center but exceeds Twenty-Five Thousand Dollars ($25,000); (xvi) approval of all tenants or sponsors which are major tenants or sponsors within the SportPark, engaged in the golf or golf-related business, or have a business that conflicts or competes with Callaway Golf's business; and (xvii) the purchase of insurance pursuant to Section 11.2.
Sample 1
Limitations on Power of the Manager. The manager shall not 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 Interest: a. 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 business of the Company upon it’s duly authorized dissolution. b. 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 c. An alteration of the authorized business of the Company as set forth in Section 1.4. d. Any act which would make it impossible to carry on the ordinary business of the Company. e. The confession of a judgment against the Company. f. Any other transaction described in this Agreement as requiring the approval, consent or vote of the Members.
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Limitations on Power of the Manager. The Manager shall not have the authority under this Agreement to cause the Company to engage in the following transactions without first obtaining the Approval of a Majority in Interest: 5.6.1 Dissolve the Company. 5.6.2 Merge the Company with any other entity whether or not the Company is the surviving entity. 5.6.3 Dispose of all or substantially all of the Company’s assets. 5.6.4 Convert the Company into another form of entity. 5.6.5 Replace a Manager who has been removed or terminated. 5.6.6 Change the business purposes of the Company. 5.6.7 On any other matter submitted to the Members by the Manager or on any matter where the Manager’s authority is limited as provided in this Agreement or otherwise.
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Limitations on Power of the Manager 
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Related to Limitations on Power of the Manager

  • 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.

  • Restrictions on chartering, appointment of managers etc The Borrower shall procure that no Owner shall: (a) let the Ship owned by it on demise charter for any period; (b) other than the relevant Initial Charterparty or Future Charterparty, enter into any time or consecutive voyage charter in respect of the Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 11 months; (c) change the terms on which the Ship owned by it is employed or the identity of the person by whom that Ship is employed; (d) enter into any charter in relation to the Ship owned by it under which more than 2 months’ hire (or the equivalent) is payable in advance; (e) charter the Ship owned by it otherwise than on bona fide arm’s length terms at the time when the Ship is fixed; (f) appoint a manager of the Ship owned by it other than an Approved Manager or agree to any alteration to the terms of an Approved Manager’s appointment; (g) de-activate or lay up the Ship owned by it; or (h) put the Ship owned by it into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed $250,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on the Ship or her Earnings for the cost of such work or otherwise.

  • Restrictions on Activities of the Trust Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Trust, so long as any Certificates are outstanding, the Trust shall not, and none of the Trustee, the Delaware Trustee, the Company or the Servicer shall knowingly cause the Trust to, do any of the following: (i) engage in any business or activity other than those set forth in Section 2.01; (ii) incur or assume any indebtedness except for such indebtedness that may be incurred by the Trust in connection with the execution or performance of this Agreement or any other agreement contemplated hereby; (iii) guarantee or otherwise assume liability for the debts of any other party; (iv) do any act in contravention of this Agreement or any other agreement contemplated hereby to which the Trust is a party; (v) do any act which would make it impossible to carry on the ordinary business of the Trust; (vi) confess a judgment against the Trust; (vii) possess or assign the assets of the Trust for other than a Trust purpose; (viii) cause the Trust to lend any funds to any entity, except as contemplated by this Agreement; or (ix) change the purposes and powers of the Trust from those 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 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 the Employment of the Adviser The services of the Adviser to the Company are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company, so long as its services to the Company hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, stockholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, stockholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

  • 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 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.

  • Restrictions on Investments Neither the Borrower nor the Trust will, nor will either of them permit any of its Subsidiaries to, make or permit to exist or to remain outstanding any Investment except Investments in: (a) marketable direct or guaranteed obligations of the United States of America that mature within one (1) year from the date of purchase by the Borrower or its Subsidiary; (b) marketable direct obligations of any of the following: Federal Home Loan Mortgage Corporation, Student Loan Marketing Association, Federal Home Loan Banks, Federal National Mortgage Association, Government National Mortgage Association, Bank for Cooperatives, Federal Intermediate Credit Banks, Federal Financing Banks, Export-Import Bank of the United States, Federal Land Banks, or any other agency or instrumentality of the United States of America; (c) demand deposits, certificates of deposit, bankers acceptances and time deposits of United States banks having total assets in excess of $100,000,000; provided, however , that the aggregate amount at any time so invested with any single bank having total assets of less than $1,000,000,000 will not exceed $200,000; (d) [Intentionally Deleted]; (e) [Intentionally Deleted]; (f) repurchase agreements having a term not greater than ninety (90) days and fully secured by securities described in the foregoing subsection (a), (b) or (e) with banks described in the foregoing subsection (c) or with financial institutions or other corporations having total assets in excess of $500,000,000; (g) shares of so-called “money market funds” registered with the SEC under the Investment Company Act of 1940 which maintain a level per-share value, invest principally in investments described in the foregoing subsections (a) through (f) and have total assets in excess of $50,000,000; (h) the acquisition of fee interests by the Borrower or its Subsidiaries in Real Estate which is utilized principally for shopping centers, and, subject to the restrictions set forth in §8.3 and §8.9 for development of new shopping centers, the acquisition of undeveloped Real Estate; (i) Subsidiaries of the Borrower or the Trust that are not one hundred percent (100%) owned by the Borrower or the Trust or in Unconsolidated Affiliates, which Subsidiaries or Unconsolidated Affiliates are engaged in the ownership of Real Estate or development activity pursuant to §8.3 or §8.9, provided that in no event shall such Investments exceed fifteen percent (15%) of Borrower’s Consolidated Total Adjusted Asset Value in the aggregate without the prior written consent of the Required Banks; (j) (i) in any preferred stock issued by Trust which has been repurchased solely with the proceeds of a new issue of common or preferred stock issued by Trust, or (ii) in any common stock issued by Trust which has been repurchased by the Trust, Borrower or any of their respective Subsidiaries, provided that in no event shall such Investments pursuant to clause (ii) exceed in the aggregate $50,000,000.00 (calculated based upon the consideration given for such stock); (k) subject to the restrictions set forth in §8.9, (i) in securities of real estate investment trusts which own real property which is used principally for fee interests in Real Estate utilized principally for shopping centers located within the United States, and (ii) in mortgages and notes receivables, provided that in no event shall the aggregate costs of all Investments pursuant to this §8.3(k) exceed five percent (5%) of Borrower’s Consolidated Total Adjusted Asset Value in the aggregate. For the purposes of this §8.3(k)(ii) only, notes receivable shall be valued at the lesser of face value (subject to reduction as a result of payments thereon) or book value determined in accordance with GAAP; (l) whether directly or through a Subsidiary or Unconsolidated Affiliate, in development permitted by §8.9 which at any time has a total cost (including acquisition, construction and other costs), whether such total costs are incurred directly by the Borrower, the Trust or such Subsidiary or through an Investment in an Unconsolidated Affiliate permitted under this Agreement, individually for each development project that is not in excess of ten percent (10%) of the Consolidated Total Adjusted Asset Value of the Borrower, and in the aggregate for all development projects that is not in excess of fifteen percent (15%) of the Consolidated Total Adjusted Asset Value of the Borrower. For the purposes of calculating the cost of developments by Subsidiaries or Unconsolidated Affiliates, the cost of such developments shall be based upon the Borrower’s interest in such Subsidiaries or Unconsolidated Affiliates. For purposes of this §8.3(l) and §8.9, the term “total cost” shall not include (i) costs specifically reimbursable by tenants or shadow anchors (other than through rent or a gross up of rent), (ii) capitalized general and administrative expenses, or (iii) operating expenses and interest to the extent of operating income received from the applicable development property; (m) whether directly or through a Subsidiary or an Unconsolidated Affiliate, in undeveloped parcels of Real Estate which in the aggregate do not exceed five percent (5%) of the Consolidated Total Adjusted Asset Value of the Borrower, provided that the acquisition or holding of any outlots or property adjacent to any Real Estate owned by the Borrower (or any Subsidiary or Unconsolidated Affiliate thereof), the Trust or any Subsidiary thereof shall not be deemed to be an undeveloped parcel of Real Estate for this purpose and options and purchase agreements to acquire any property shall not be deemed an acquisition or holding of such property; and (n) subsidiaries that are one hundred percent (100%) owned by the Borrower. Notwithstanding the foregoing or §8.9, in no event shall the aggregate Investments of the Borrower, the Trust and their Subsidiaries in the Investments described in §8.3(i), (k), (l) and (m) exceed twenty-five percent (25%) of Borrower’s Consolidated Total Adjusted Asset Value at any time.

  • Restrictions on Sale This Debenture has not been registered under the Securities Act of 1933, as amended (the "Act") and is being issued under Section 4(2) of the Act and Rule 506 of Regulation D promulgated under the Act. This Debenture and the Common Stock issuable upon the conversion thereof may only be sold pursuant to registration under or an exemption from the Act.

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