Matters Also Requiring Sole Member Consent Sample Clauses

Matters Also Requiring Sole Member Consent. 9 Section 5.15 Other Business of Sole Member, Directors and Affiliates 12 Section 5.16 Reliance by Third Parties 12 ARTICLE VI OFFICERS 13 Section 6.1 Officers 13 Section 6.2 Election and Term of Office 13 Section 6.3 Chairman of the Board 13 TABLE OF CONTENTS (Continued) Page Section 6.4 Chief Executive Officer 13 Section 6.5 President 13 Section 6.6 Vice Presidents 14 Section 6.7 Treasurer 14 Section 6.8 Secretary 14 Section 6.9 Removal 14 Section 6.10 Vacancies 14 ARTICLE VII INDEMNITY AND LIMITATION OF LIABILITY 15 Section 7.1 Indemnification 15 Section 7.2 Liability of Indemnitees 17 ARTICLE VIII TAXES 17 Section 8.1 Taxes 17 ARTICLE IX BOOKS, RECORDS, REPORTS, AND BANK ACCOUNTS 17 Section 9.1 Maintenance of Books 17 Section 9.2 Reports 18 Section 9.3 Bank Accounts 18 ARTICLE X DISSOLUTION, WINDING-UP, TERMINATION AND CONVERSION 18 Section 10.1 Dissolution 18 Section 10.2 Effect of Dissolution 18 Section 10.3 Application of Proceeds 18 Section 10.4 Certificate of Cancellation 19 ARTICLE XI GENERAL PROVISIONS 19 Section 11.1 Offset 19 Section 11.2 Notices 19 Section 11.3 Entire Agreement; Superseding Effect 19 Section 11.4 Effect of Waiver or Consent 19 Section 11.5 Amendment or Restatement 19 Section 11.6 Binding Effect 19 Section 11.7 Governing Law; Severability 19 Section 11.8 Venue 20 Section 11.9 Further Assurances 20 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TEGP MANAGEMENT, LLC This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of TEGP Management, LLC (the “Company”), dated as of , 2015, is adopted, executed and agreed to by Tallgrass Energy Holdings, LLC, a Delaware limited liability company formerly known as Tallgrass Development GP, LLC, as the sole member of the Company (in such capacity, the “Sole Member”).
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Matters Also Requiring Sole Member Consent 
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Related to Matters Also Requiring Sole Member Consent

  • Matters Requiring Investor Director Approval So long as the holders of Preferred Stock are entitled to elect a Preferred Director, the Company hereby covenants and agrees with each of the Investors that it shall not, without approval of the Board of Directors, which approval must include the affirmative vote of a majority of the Preferred Directors:

  • Consent of Members Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Stockholders Consent No consent or approval of the stockholders of the Company is required or necessary for the Company to enter into this Agreement or to consummate the transactions contemplated hereby and thereby.

  • Unanimous Consent Notwithstanding the foregoing, no amendment, waiver or consent shall, unless in writing, and signed by all of the Lenders (or the Administrative Agent at the written direction of the Lenders), do any of the following:

  • No Governmental Consent or Approval Required No authorization, consent, approval or other order of, declaration to, or filing with, any governmental agency or body is required to be made or obtained by the Corporation for or in connection with the valid and lawful authorization, execution and delivery by the Corporation of this Agreement or for or in connection with the valid and lawful authorization, issuance, sale and delivery of the Celgene Shares, except exemptive filings under applicable securities laws, which are not required to be made until after the Closing and which shall be made on a timely basis.

  • Major Decisions (a) any proposed or actual foreclosure upon or comparable conversion of the ownership of the Property or the exercise of any other remedies with respect to the Loan;

  • Consent of Stockholders in Lieu of Meeting Unless otherwise provided in the certificate of incorporation or by law, any action required by law to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to (i) its registered office in the State of Delaware by hand or by certified mail or registered mail, return receipt requested, (ii) its principal place of business, or (iii) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within sixty days of the earliest dated consent delivered in the manner required by these bylaws, written consents signed by a sufficient number of holders to take action are delivered to the Corporation by delivery to (i) its registered office in the State of Delaware by hand or by certified or registered mail, return receipt requested, (ii) its principal place of business, or (iii) an officer or agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Any copy, facsimile or other reliable reproduction of a consent in writing may be substituted or used in lieu of the original writing for any and all purposes for which the original writing could be used, provided that such copy, facsimile or other reproduction shall be a complete reproduction of the entire original writing. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of stockholders to take the action were delivered to the Corporation as provided in this Section 1.10.

  • Stockholder Consent (a) So long as the Board of Directors of the Company shall not have withdrawn, modified or changed its recommendation in accordance with the provisions of Section 7.8(b) hereof, the Company, acting through its Board of Directors, shall, in accordance with Delaware law and its certificate of incorporation and by-laws, take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene, and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders. The Company shall notify each Stockholder, whether or not entitled to vote, of the proposed Company stockholders’ meeting. Such meeting notice shall state that the purpose, or one of the purposes, of the meeting is to consider the Merger and shall contain or be accompanied by a copy or summary of this Agreement. Notwithstanding the foregoing, the Board of Directors of the Company shall not be required to take all actions reasonably necessary to establish a record date for, duly call, give notice of, convene and hold a stockholders meeting for the purpose of obtaining the requisite approval and adoption of this Agreement and the transactions contemplated hereby by the Stockholders if the Company’s Board of Directors and the requisite Stockholders otherwise take all actions reasonably necessary to approve this Agreement and the transactions contemplated hereby by written consent in lieu of a meeting of the stockholders of the Company to the extent permitted by applicable law.

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