Common use of Matters Requiring Consent Clause in Contracts

Matters Requiring Consent. Notwithstanding any other provision of this Agreement to the contrary, actions or decisions with respect to any of the following matters shall require the prior written consent of the Initial Member: (a) amendment of this Agreement, the Certificate or other organizational documents of the Company; (b) the admission of additional Members to the Company; (c) the voluntary bankruptcy or entering into receivership of the Company; (d) the sale or exchange, or other disposition or transfer of all or substantially all of the assets of the Company; (e) approval of any merger, consolidation, exchange or reclassification of interest or shares involving the Company, or any other form of reorganization or recapitalization involving the Company; (f) the dissolution or liquidation of the Company other than as set forth in this Agreement; and (g) any approval by the Company of any assignment or other transfer, whether voluntarily, involuntarily or by operation of law, by any person of such person’s rights, obligations or duties under any agreement between such person and the Company, consent to which by the Initial Member may be given or withheld in the sole and absolute discretion of the Initial Member.