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 Powers. For purposes of this agreement, the powers and responsibilities allocated to the Trustee shall be limited as follows:
7.1 The powers of the Trustee shall be exercisable for the exclusive purpose of providing benefits to the Participants and Beneficiaries under the Plans and in accordance with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent man acting in like capacity and familiar with such matters and consistent with the standards of a prudent man under ERISA;
7.2 Subject to 7.1 and 7.3, the Trustee shall diversify the investments of that portion of the Trust Fund for which it has investment responsibility so as to minimize the risk of large losses;
7.3 Subject to 7.1, the Trustee shall, with respect to that portion of the Trust Fund for which it has investment responsibility, follow the investment guidelines established by the Committee given in exercise of that Committee's responsibility;
7.4 The Trustee shall not make any investment review of, consider the propriety of holding or selling, or vote other than as directed by the Investment Adviser, any assets of the Trust Fund allocated to a Separate Account in accordance with ARTICLE FOUR, except that if the Trustee shall not have received contrary instructions from the Investment Adviser thereof, the Trustee shall invest for short term purposes any cash consisting of U.S. dollars of a Separate Account in its custody in bonds, notes and other evidences of indebtedness having a maturity date not beyond five years from the date of purchase, United States Treasury bills, commercial paper, bankers' acceptances and certificates of deposit, and undivided interests or participations therein and (if subject to withdrawal on a daily or weekly basis) participations in common or collective funds composed thereof. For currencies other than U.S. dollars, the Trustee shall invest cash of a Separate Account as directed by the Investment Adviser with respect to that Separate Account and such investments may include an interest bearing account of a foreign custodian; and
7.5 The Trustee shall vote shares of Company Stock held in the Company Stock Investment Fund and respond to a tender or exchange offer in accordance with (a) of the following provisions:
(a) The Trustee, or the Company upon written notice to the Trustee, shall furnish to each Participant who has Company Stock credited to his or her individual account under the Company Stock Investment Fund the date and purpos...
Limitations on Powers. Notwithstanding any other provision of this Agreement and any provision of law, the Company shall not do any of the following:
(a) engage in any business or activity other than as set forth in this Agreement;
(b) without the unanimous affirmative vote of the Members, (i) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (ii) consent to the institution of bankruptcy or insolvency proceedings against it, (iii) file a petition seeking or consent for reorganization or relief under any applicable federal or state law relating to bankruptcy, (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a substantial part of its property, (v) make any assignment for the benefit of creditors, (vi) admit in writing its inability to pay its debts generally as they become due; (vii) institute or join in any institution of any bankruptcy, insolvency, liquidation, reorganization or arrangement proceedings or other proceedings under any federal or state law, against any entity in which the Company holds an ownership interest; or (viii) take any limited liability company action in furtherance of the actions set forth in clauses (i) through (vii) above;
(c) without the unanimous affirmative vote of the Members, take or cause to be taken any of the actions referred to in clauses (i) through (vii) of subparagraph (b) above with respect to any entity of which the Company is a partner or member.
(d) without the unanimous affirmative vote of the Members, merge or consolidate with any other corporation, company or entity or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other corporation, company or entity.
Limitations on Powers. 5 Section 3.04. Company Opportunity.............................................6 ARTICLE FOUR
Limitations on Powers. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by any Member on behalf of the Company except by the consent of all of the Members with respect to (a) the assignment, transfer, pledge, compromise or release of any of the claims of or debts due the Company (except upon payment in full) or arbitrate or consent to the arbitration of any of the disputes or controversies of the Company; (b) any merger of the Company; (c) a transaction involving an actual or potential conflict of interest between a Member and the Company; (d) any change in the character of the business and affairs of the Company; (e) the commission of any act which would make it impossible for the Company to carry on its ordinary business and affairs; or (f) any act that would contravene any provision of the Articles or this Agreement or the Act.
Limitations on Powers. The Manager shall not have any power, right or authority to take any action requiring Member approval as set forth in Section 16 in the absence of the requisite Member approval.
Limitations on Powers. (i) The Trust shall not conduct, continue or engage in any trade or business, except to the extent the Trustee would be deemed to engage in any such trade or business in performing the duties expressly required under the terms of this Agreement.
(ii) The Trustee shall have no authority to do any action other than as expressly set forth herein.
Limitations on Powers. Notwithstanding the foregoing and any other provision contained in this Agreement to the contrary, no act shall be taken, sum expended, decision made, obligation incurred or power exercised by any Member on behalf of the Company without prior written notice to all Members outlining the proposed action followed by the written consent of a Majority Interest of the Members with respect to: (a) any mortgage, grant of security interest, pledge or encumbrance of any asset of the Company; (b) any merger of the Company with another entity; (c) a transaction involving an actual or potential conflict of interest between a Member and the Company; (d) any change in the character of the business and affairs of the Company; (e) the commission of any act which would make it impossible for the Company to carry on its ordinary business and affairs; or (f) any act that would contravene any provision of the Certificate of Formation or this Agreement or the Act.
Limitations on Powers. The Manager shall not have authority hereunder to cause the LLC to engage in the following transactions without first obtaining the affirmative vote or written consent of a majority interest of each of the Class A and Class B Members:
5.3.1. The sale, exchange or other disposition of all or substantially all the LLC’s assets occurring as part of a single transaction or plan, or in multiple transactions over a two (2) month period, except in the orderly liquidation and winding up of the LLC’s business on its duly authorized dissolution.
5.3.2. The LLC’s merger with another entity; provided in no event shall a Member be required to become a general partner in a merger with a partnership without the Member’s express written consent or unless the merger agreement provides each Member with the dissenter’s rights described in the Act.
5.3.3. The establishment of different classes of Members (other than the existing Class A and Class B Members).
5.3.4. An alteration of the LLC’s primary purpose as set forth in Section 2.5 above.
5.3.5. Transactions between the LLC 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; provided, however, such approval shall not be required for the sale of FDG or other contrasting agent by the Company to the Manager as provided in Section 5.10.1.
5.3.6. Any act making it impossible to carry on the LLC’s ordinary business.
5.3.7. The confession of a material judgment against the LLC.
5.3.8. Any change in the number of Managers of the LLC.
5.3.9. The appointment of a new Manager pursuant to Article 9.
5.3.10. Any other transaction expressly stated in this Agreement requiring the vote, consent or approval of both the Class A and Class B Members.
Limitations on Powers. For purposes of this Agreement, the powers and responsibilities allocated to the Trustee shall be limited as follows.
7.1 The powers of the Trustee shall be exercisable for the exclusive purpose of providing benefits to the Participants and Beneficiaries under the Separate Plans and in accordance with the standards of a prudent man under ERISA.
7.2 Subject to 7.1 and 7.3 and Article FIVE, the Trustee shall diversify the investments of that portion of the Fund of which it has investment responsibility so as to minimize the risk of large losses.
7.3 The Trustee shall not make any investment review of, consider the propriety of holding or selling, or vote other than as directed by the Investment Advisor, any assets of the Fund allocated to a Separate Account in accordance with Article FOUR, except that the limitation imposed upon the Trustee by this paragraph shall not apply to any assets of the Fund loaned by the Trustee pursuant to 4.6, and except, further, that if the Trustee shall not have received contrary instructions from the Investment Advisor of a Separate Account the Trustee shall invest for short-term purposes any cash of that Separate Account in its custody in bonds, notes and other evidences of indebtedness having a maturity date not beyond five years from the date of purchase, United States Treasury Bills, commercial paper, banker's acceptances and certificates of deposit, undivided interests or participations therein and (if subject to withdrawal on a daily or weekly basis) participations in common or collective funds composed thereof and regulated investment companies.
