Matters Requiring Member Approval. Without the affirmative vote or consent of Members representing at least a majority of then-current aggregate Percentage Interests in the Company, the Company shall not, and shall not permit any of its subsidiaries to:
(a) effect any merger, consolidation or share exchange into or with any other Person, or any other similar business combination transaction, including a sale of all or substantially all assets, involving the Company or any of its subsidiaries or effect any financial restructuring of the Company;
(b) effect any voluntary filing for bankruptcy of the Company or any of its subsidiaries or any event that would cause a dissolution or winding up of the Company or any of its subsidiaries or any consent by the Company or any of its subsidiaries to any action brought by any other Person relating to any of the foregoing;
(c) other than equity securities issued upon exercise of convertible securities approved pursuant to this Section 6.01, effect any authorization, sale and/or issuance by the Company of any Membership Interests or other equity securities, 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 Membership Interests or other equity securities, whether or not presently convertible, exchangeable or exercisable;
(d) effect any repurchase or redemption by the Company of any of its Membership Interests or other debt or equity securities;
(e) terminate or remove Xxxxx Xxxxxx as the Chief Executive Officer of the Company or Xxxx Xxxxxxxx as the Chairman of the Company or either of their respective successors; provided, however, that the Managers may terminate such Persons without such Member approval if the termination constitutes a termination for Cause (as such term is defined in each such Person’s employment, consulting or similar agreement with the Company); or
(f) effect any change in the amount or type of compensation paid by the Company to Xxxx Xxxxxxxx as the Chairman of the Company or to his successor.
Matters Requiring Member Approval. In addition to any other approval required by applicable law, this Agreement, or any other written agreement of the Members, and notwithstanding the provisions of Section 3.1, the following matters shall require the approval of the Member:
(a) the making of any capital contributions to the Company;
(b) amendment of this Agreement; and
(c) dissolution of the Company pursuant to Section 5.1(b).
Matters Requiring Member Approval. In addition to any other approval required by applicable law, this Agreement, or any other written agreement of the Member, and notwithstanding the provisions of Section 3.1, the following matters shall require the approval of the Member:
(a) the making of any capital contributions to the Company;
(b) amendment of this Operating Agreement;
(c) issuance of an Interest certificate to anyone other than Member; and
(d) dissolution of the Company. The Member may take such action 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 Member.
Matters Requiring Member Approval. The following actions shall require, in addition to the approval of the Board, a Majority in interest of the Members of the Company:
6.4.1 the election and dismissal of the Managers pursuant to Section 7.2;
6.4.2 the compensation of the Managers;
6.4.3 any merger, consolidation, conversion or other reorganization of the Company;
6.4.4 any sale of all or substantially all of the assets of the Company;
6.4.5 the redemption of any Membership Interest by the Company;
6.4.6 the admission of Substitute Members as provided in Section 12.2;
6.4.7 the admission of Additional Members as provided in Section 12.3; or
6.4.8 any matter relating to the business or activities of the Company that the Board determines to put to the vote of Members.
Matters Requiring Member Approval. In addition to any other matter that this Agreement provides requires the consent of all of the members, (i) the amendment of this Agreement or the Articles, (ii) the compromise of any contribution obligation approved by all of the members and (iii) the issuance of a new interest by the Company and admission of the recipient of such interest as an additional member shall each require the approval of all members. The approval of a Majority of the Members shall be required for each of the following:
(a) any dissolution of the Company by agreement of the members;
(b) the sale, lease, exchange, mortgage, pledge or other transfer of all or substantially all of the Company’s property;
(c) any merger or conversion involving the Company;
(d) the incurrence of indebtedness by the Company (other than trade credit incurred in the ordinary course of business, which shall be within the authority of the Managing Member);
(e) any transaction involving any actual or potential conflict of interest between a member and the Company; and
(f) any other matter specified in the Articles, this Agreement or the Act as requiring member approval if the Articles or this Agreement do not specify another percentage in interest of the members required for approval.
Matters Requiring Member Approval. 38 6.4 Resolutions of Conflicts of Interest; Affiliate Transactions...40 6.5 Duties of the Members and Directors............................41
Matters Requiring Member Approval. (a) Without Member approval (which shall include the approval of the Managing Member and the Class C Member except as set forth in Section 3.4(f)(v), Section 6.3(b), Section 6.3(c) and Section 7.4 or as otherwise provided for in this Agreement), the Company shall not, and shall not permit any of its Subsidiaries to:
(i) make (for itself or on the Partnership's behalf) a general assignment for the benefit of creditors,
(ii) file (for itself or on the Partnership's behalf) a voluntary bankruptcy petition,
(iii) file (for itself or on the Partnership's behalf) a petition or answer seeking for the Company or the Partnership a reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any Law;
(iv) file (for itself or on the Partnership's behalf) an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company or the Partnership in a proceeding (A) of the type described in (i) through (iii) above or (B) in any federal or state bankruptcy or insolvency proceeding; or
(v) seek, consent, or acquiesce (for itself or on the Partnership's behalf) to the appointment of a trustee, receiver, or liquidator of the Company or the Partnership or of all or any substantial part of its or the Partnership's properties.
(b) Without Member approval (which shall include the approval of the Managing Member and the Class C Member except as set forth in Section 3.4(f)(v), this Section 6.3(b), Section 6.3(c) and Section 7.4 or as otherwise provided for in this Agreement), except in connection with the MLP Merger or as contemplated by the Merger Agreement, the Company shall not, and shall not permit any of its wholly owned Subsidiaries or, with respect to clauses (xii) and (xiii) below, the Partnership, to:
(i) effect any merger, consolidation or share exchange into or with any other Person, or any other similar business combination transaction involving the Company or any of its significant subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, as amended from time to time) or reorganization, recapitalization or financial restructuring of the Company;
(ii) effect any amendment or repeal of the Certificate other than to effect (A) changes pursuant to Section 13.1, (B) non-substantive changes or
Matters Requiring Member Approval. 13 5.4 Member Meeting and Approval Procedures ........................... 14 5.5 Officers ......................................................... 14 5.6
Matters Requiring Member Approval. 27 Section 4.13. Reimbursements..............................................................................29 Section 4.14. Partition...................................................................................29 Section 4.15. Liability...................................................................................29
Matters Requiring Member Approval. (a) Notwithstanding anything in this Agreement to the contrary, the Company shall not, and shall cause its Subsidiaries not to, take, cause to be taken, or agree to or authorize, any of the following actions, without the affirmative vote or consent of Members holding the Requisite Membership Interests:
(i) the entry by the Company or any of its Subsidiaries into an agreement to effect, or, in the absence of such an agreement, the consummation of, any Non-De Minimis Disposition Transaction during any fiscal year in which the aggregate Disposition Transactions theretofore entered into by the Company and its Subsidiaries (and not terminated prior to consummation thereof) shall have involved the disposition of Subsidiaries, businesses or assets (or parts thereof) which, in the aggregate, generated more than 25% of the Company's consolidated revenues for the prior fiscal year (or, in the case of Disposition Transactions occurring during the fiscal year in which the Closing occurred, 25% of the Company's consolidated revenues on a pro forma basis for the calendar year preceding such fiscal year);
(ii) the entry by the Company or any of its Subsidiaries into an agreement to effect, or, in the absence of such an agreement, the consummation of, a Large Retail Brokerage Combination; provided, however, that for clarity, this clause (ii) shall not prohibit or otherwise affect the right of a Member or any of its Affiliates (other than the Company and its Subsidiaries) to (A) effect a Large Retail Brokerage Combination or (B) cause the Acquired Retail Brokerage Business involved in such Large Retail Brokerage Combination to be contributed to the Company in accordance with Section 3.4, and the Company and any of its Subsidiaries shall be authorized to enter into any agreement necessary or advisable to facilitate such contribution without regard to the restriction set forth in this clause (ii) to the extent such contribution is permitted under the applicable provisions of this Agreement and the Formation Agreement;
(iii) any filing of any petition in bankruptcy by (or the decision not to oppose any similar petition filed by a third party in respect of) the Company or any of its Subsidiaries;
(iv) the admission of any Third Party Member; provided, however, that (x) a Permitted Transferee of a Wachovia Member or a Prudential Member and any transferee to whom a Wachovia Member or Prudential Member may Transfer any Membership Interests pursuant to Section 9.2 of the Formation...
