Common use of Matters Constituting Unanimous Approval Matters Clause in Contracts

Matters Constituting Unanimous Approval Matters. Notwithstanding anything in this Agreement or the Delaware Act to the contrary, and subject to the provisions of Section 8.3(c), each of the following matters, and only the following matters, shall constitute a “Unanimous Approval Matter” which requires the prior approval of all of the Members pursuant to Section 8.3(c): (a) sale, lease, transfer, pledge or other disposition of any of the Company’s ownership interests in any of its Subsidiaries; (b) other than equity securities issued upon exercise of convertible or exchangeable securities approved pursuant to this Section 8.2, the authorization, sale and/or issuance by the Company or any of its Subsidiaries of any of their respective limited liability company interests or other equity securities, including the issuance of any additional Company Interests, whether in a private or public offering, including an initial public offering, or the grant, sale or issuance of other securities (including rights, warrants and options) convertible into, exchangeable for or exercisable for any of their respective limited liability company interests or other equity securities, whether or not presently convertible, exchangeable or exercisable; (c) incurring any Indebtedness of the Company or any of its Subsidiaries; (d) any repurchase or redemption by the Company or any of its Subsidiaries of any debt or equity securities; (e) approval of the merger, consolidation, or participation in a share exchange or other statutory reorganization with, or voluntary or involuntary sale, exchange, assignment, transfer, conveyance, bequest, devise, merger, consolidation, gift or any other alienation, with or without consideration, of all or substantially all of the assets of the Company or any of its Subsidiaries to, any Person; (f) dissolution of the Company or any of its Subsidiaries pursuant to Section 12.1 or the filing of any bankruptcy or reorganization petition on behalf of the Company or any of its Subsidiaries and acquiescence in such a petition filed by others; (g) approval of any capital contributions to the Company or any of its Subsidiaries, including pursuant to any of their respective limited liability company agreements or other organizational documents; (h) approval of the Company’s annual budget, including the amount of cash reserves to be set aside before the payment of any distribution to the Members; (i) amendment or repeal of the Certificate of Formation or this Agreement; (j) entering into any agreement or otherwise committing to do any of the foregoing; and (k) any other provision of this Agreement expressly requiring the approval, consent or other form of authorization of all of the Members.

Matters Constituting Unanimous Approval Matters. Notwithstanding anything in this Agreement or the Delaware Act to the contrary, and subject to the provisions of Section 8.3(c8.03(c), each of the following matters, and only the following matters, shall constitute a “Unanimous Approval Matter” which requires the prior approval of all of the Members Partners pursuant to Section 8.3(c8.03(c): (a) sale, lease, transfer, pledge or other disposition of any of the Company’s ownership interests in any of its Subsidiaries; (b) other than equity securities issued upon exercise of convertible or exchangeable securities approved pursuant to this Section 8.2, the authorization, sale and/or issuance by the Company or any of its Subsidiaries of any of their respective limited liability company interests or other equity securities, including the issuance of any additional Company Interests, whether in a private or public offering, including an initial public offering, or the grant, sale or issuance of other securities (including rights, warrants and options) convertible into, exchangeable for or exercisable for any of their respective limited liability company interests or other equity securities, whether or not presently convertible, exchangeable or exercisable; (c) incurring any Indebtedness of the Company or any of its Subsidiaries; (d) any repurchase or redemption by the Company or any of its Subsidiaries of any debt or equity securities; (e) approval of the merger, consolidation, reorganization or participation in similar transaction between or among the Partnership and any Person (other than a share exchange transaction between the Partnership and a direct or other statutory reorganization with, or voluntary or involuntary sale, exchange, assignment, transfer, conveyance, bequest, devise, merger, consolidation, gift indirect wholly owned Subsidiary of the Partnership) or any other alienation, with sale or without consideration, lease of all or substantially all of the Partnership’s assets to any Person (other than a direct or indirect wholly owned Subsidiary of the Company Partnership); (b) the creation of any new class of Partnership Interests or the issuance of any additional Partnership Interests or the issuance of any security that is convertible into or exchangeable for a Partnership Interest; (c) the admission or withdrawal of any Person as a Partner other than pursuant to Section 9.02 or Section 9.04, as applicable; (d) the commencement of a voluntary case with respect to the Partnership or any of its Subsidiaries tounder any applicable bankruptcy, insolvency or other similar Applicable Law now or hereafter in effect, or the consent to the entry of an order for relief in an involuntary case under any Person; such Applicable Law, or the consent to the appointment of or the taking possession by a receiver, liquidator, assignee, custodian, trustee or sequestrator (for similar official) dissolution of the Company Partnership or any of its Subsidiaries pursuant to Section 12.1 or the filing of for any bankruptcy or reorganization petition on behalf substantial part of the Company Partnership’s or any of its Subsidiaries Subsidiaries’ property, or the making of any general assignment for the benefit of creditors; (e) the modification, alteration or amendment of the amount, timing, frequency or method of calculation of distributions to the Partners from that provided in Article 6; (i) the approval of any distribution by the Partnership to the Partners of any assets in kind, (ii) the approval of any distribution by the Partnership to the Partners of cash or property in kind on a non-pro rata basis, and acquiescence (iii) the determination of the value assigned to distributions of property in such a petition filed by otherskind; (g) approval the making of any capital contributions additional Capital Contributions to the Company or any of its Subsidiaries, including pursuant to any of their respective limited liability company agreements or other organizational documents;Partnership; and (h) approval of the Company’s annual budget, including the amount of cash reserves to be set aside before the payment of any distribution to the Members; (i) amendment or repeal of the Certificate of Formation or this Agreement; (j) entering into any agreement or otherwise committing to do any of the foregoing; and (k) any other provision of this Agreement matter expressly requiring the approvalapproval of all Partners herein or otherwise referencing any determination, consent decision, approval or other form of authorization of all of by the MembersPartners in accordance with this Agreement.