Limits on Board of Directors' Powers. (a) Notwithstanding anything to the contrary in this Agreement, the Board of Directors shall not cause or permit the Company to, and the Company shall not: (i) acquire any assets other than as expressly provided by this Agreement or the By-laws: (ii) possess Company property for other than a Company purpose; (iii) admit a Person as a Securityholder, except as expressly provided in this Agreement; (iv) perform any act that would subject any Class B Preferred Securityholder to liability for the debts, obligations or liabilities of the Company in any jurisdiction; (v) engage in any activity that is not consistent with the purposes of the Company, as set forth in Section 6.01 of this Agreement; or (vi) engage in any activity that would cause the Company (i) to be required to register under the 1940 Act, (ii) to be treated as an association or as a “publicly traded partnership” (within the meaning of Section 7704 of the Code) or (iii) to be engaged in a trade or business within the United States for U.S. federal income tax purposes.
Appears in 5 contracts
Samples: Limited Liability Company Agreement (Deutsche Bank Contingent Capital LLC V), Limited Liability Company Agreement (Deutsche Bank Contingent Capital LLC II), Limited Liability Company Agreement (Deutsche Bank Capital Funding LLC IX)
Limits on Board of Directors' Powers. (a) Notwithstanding anything to the contrary in this Agreement, the Board of Directors shall not cause or permit the Company to, and the Company shall not:
(i) acquire any assets other than as expressly provided by this Agreement or the By-laws:
(ii) possess Company property for other than a Company purpose;
(iii) admit a Person as a Securityholder, except as expressly provided in this Agreement;
(iv) perform any act that would subject any Class B Preferred Securityholder to liability for the debts, obligations or liabilities of the Company in any jurisdiction;
(v) engage in any activity that is not consistent with the purposes of the Company, as set forth in Section 6.01 of 6.01of this Agreement; or
(vi) engage in any activity that would cause the Company (i) to be required to register under the 1940 Act, (ii) to be treated as an association or as a “publicly traded partnership” (within the meaning of Section 7704 of the Code) or (iii) to be engaged in a trade or business within the United States for U.S. federal income tax purposes.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Deutsche Bank Aktiengesellschaft), Limited Liability Company Agreement (Deutsche Bank Capital Funding Trust VIII), Limited Liability Company Agreement (Deutsche Bank Capital Funding Trust XII)
