Common use of Matters Requiring Member Approval Clause in Contracts

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. (a) Without the affirmative vote or prior written consent of Members representing holding at least a majority 75% of then-current aggregate Percentage Interests in the Companyoutstanding Units, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to, effect any: (ai) effect any mergerMerger, consolidation or share exchange into or with any other Person, or any other similar business combination transaction, including a sale transaction (other than any such transaction entered into solely between the Company and any of all its subsidiaries or substantially all assets, among any of them) involving the Company or any of its subsidiaries Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, as amended) or effect any financial restructuring of the CompanyCompany or the Partnership; provided, however, that in the event not all Members receive identical consideration, whether in their capacity as a Member or as a limited partner of the Partnership, both in form and amount (in proportion to their Units or Limited Partner Interests, as the case may be) in such transaction, such transaction shall require the prior written consent of any Member receiving consideration that differs from the consideration to be received by Members holding at least 50% of the outstanding Units; (bii) effect any voluntary filing for bankruptcy bankruptcy, liquidation, dissolution or winding up 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 it 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; (ciii) sale, lease, transfer, pledge or other disposition of all or substantially all of the properties or assets of the Company or the Company and any of its subsidiaries taken as a whole; (iv) withdrawal of the Company as general partner of the Partnership; (v) material tax decisions or elections on behalf of the Company; (vi) conversion of the Company from a limited liability company into another form of entity; or (vii) other than equity securities issued upon exercise of convertible securities subsequently approved pursuant to this Section 6.016.8, effect any authorization, sale and/or issuance by the Company of any Membership Interests its Units, or other equity securitiessecurities of the Company, 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 any Units 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. (a) Without the affirmative vote or prior written consent of Members representing at least a majority of then-current aggregate Percentage Interests Super Majority in the CompanyInterest, the Company shall not, and shall not permit any of its subsidiaries toSubsidiaries to effect any: (ai) effect any merger, consolidation or share exchange into or with any other Person, or any other similar business combination transaction, including a sale transaction (other than any such transaction entered into solely between the Company and any of all its Subsidiaries or substantially all assets, among any of them) involving the Company or any of its subsidiaries Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, as amended and which shall be deemed to include the MLP) or effect any financial restructuring of the Company, Plains AAP or PAA GP; provided, however, that in the event not all Members receive identical consideration, whether in their capacity as a Member or as a limited partner of Plains AAP, both in form and amount (in proportion to their Membership Interests or Limited Partner Interests, as the case may be) in such transaction, such transaction shall require the prior written consent of any Member receiving consideration that differs from the consideration to be received by a Majority in Interest; (bii) effect any voluntary filing for bankruptcy bankruptcy, liquidation, dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any event that would cause a dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any consent by the Company or any of its subsidiaries Subsidiaries to any action brought by any other Person relating to any of the foregoing; (ciii) amendment or repeal of the Certificates, the Plains AAP Partnership Agreement or the PAA GP Agreement; provided, however, that if any amendment to the Plains AAP Partnership Agreement that would, if proposed with respect to this Agreement, require the prior written consent of a particular Member, then such amendment shall require the prior written consent of such Member in its capacity as a limited partner of Plains AAP; (iv) sale, lease, transfer, pledge or other disposition of all or substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole, other than sales, leases, transfers, pledges or other dispositions of assets in the ordinary course of business or refinancing of the Credit Agreements; or (v) agreement or transaction (or series of related agreements or transactions) between the Company, Plains AAP or PAA GP, on the one hand, and a Member or any of its Affiliates, on the other hand, that involve payments or receipts by the Company or such Subsidiary in excess of $500,000 in the aggregate in any calendar year (but excluding the Administrative Services Agreement between the Company and Vulcan Energy Corporation dated October 14, 2005, other than any amendment thereto that increases or decreases the annual consideration thereunder by more than $500,000); (b) Without the prior written consent of a Majority in Interest, the Company shall not, and shall not permit Plains AAP or PAA GP to, effect any: (i) except for distributions of Available Cash pursuant to Section 4.1 and distributions pursuant to Section 10.3, and distributions required pursuant to the Plains AAP Partnership Agreement or the PAA GP Agreement (in each case, as amended from time to time in accordance with the terms thereof), declaration or payment of any dividends or other distributions on the Membership Interests, partnership interests or other debt or equity securities by the Company, Plains AAP or PAA GP, including, without limitation, any dividend or other distribution by means of a redemption or repurchase of such securities; (ii) other than equity securities issued upon exercise of convertible or exchangeable securities authorized or outstanding on the date hereof (including 200,000 Class B Units of Plains AAP) or subsequently approved pursuant to this Section 6.017.9, effect any authorization, sale and/or issuance by the Company Company, Plains AAP or PAA GP of any of their respective Membership Interests Interests, partnership 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 any of their respective Membership Interests Interests, partnership interests or other equity securities, whether or not presently convertible, exchangeable or exercisable; (diii) effect (a) incurrence of any indebtedness by the Company, Plains AAP or PAA GP, (b) the assumption, incurrence, or undertaking by the Company, Plains AAP or PAA GP of, or the grant by the Company, Plains AAP or PAA GP of any security (other than a pledge of substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole) for, any financial commitment of any type whatsoever, including without limitation, any purchase, sale, lease, loan, contract, borrowing or expenditure, or (c) the lending of money by the Company, Plains AAP or PAA GP to, or the guarantee by the Company, Plains AAP or PAA GP of the debts of, any other Person; (iv) capital expenditures, or commitment to make capital expenditures, in excess of fifteen percent (15%) of the amount budgeted for capital expenditures in any fiscal year by the Company, Plains AAP or PAA GP; or (v) any repurchase or redemption by the Company of any of its Membership Interests 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. Without (a) Notwithstanding any other provision of this Agreement to the affirmative vote or consent contrary, the Company and the Board of Members representing at least a majority Managers shall not, and shall take all actions possible to ensure that each Subsidiary of then-current aggregate Percentage Interests in the Company, the Company shall not, without first (1) obtaining the approval of the Requisite Members, (2) in the case of Sections [*], [*], [*], [*], [*], [*] and shall not permit [*], obtaining Super Majority Approval, or (3) in the case of Section [*] and [*] obtaining the approval of Nikola, take or approve any of its subsidiaries tothe following actions: (ai) effect any change of the jurisdiction of organization or the classification for U.S. federal income tax purposes of any Group Company; (ii) the establishment of, and any material modification of, the annual budget of the Company and its Subsidiaries; (iii) the incurrence of any lien, other than liens in favor of equipment lessors or similar equipment financing arrangements and liens incurred in the ordinary course of business; (iv) the incurrence, refinancing or modification of any indebtedness, other than trade accounts payable incurred in the ordinary course of business; (v) the waiver, compromise, or forgiveness of any indebtedness owed to a Group Company or claim of any Group Company against any other Person or the commencement, dismissal, termination or settlement of any litigation, insurance claim, condemnation claim or other matter or claim; (vi) the making of any Distributions other than as provided in this Agreement or the purchase, redemption, or other retirement of any Membership Interest or any security of any Group Company other than in accordance with this Agreement; (vii) any sale of any Group Company to, or any merger, consolidation or share exchange into or with combination of any Group Company with, any other Personentity or the issuance, directly or indirectly, of any securities of any Group Company (other than the Company) except in accordance with the provisions of this Agreement; (viii) the sale, lease, exclusive license or transfer of any material asset or assets of any Group Company not in the ordinary course of business; (ix) any agreement imposing personal liability or guaranty obligations on any of the Members or any of their principals or Affiliates; provided, that in no event may the Company impose personal liability or guaranty obligation on any Members or its Affiliates without such Member’s or Affiliate’s express consent; (x) except in connection with the admission of a new Member following the issuance of Participation Securities pursuant to Section 5.4, any change in the authorized number of Managers comprising the Board of Managers; (xi) except in accordance with this Agreement (including the issuance of Participation Securities in accordance with Section 5.4), or except as otherwise authorized pursuant to Section 4.3(b), any other similar business combination transaction, including a sale of all or substantially all assets, involving transactions between the Company or any Group Company Member with any Manager, Member or any Affiliate of its subsidiaries any Member; (xii) decisions with respect to any Group Company regarding federal state and foreign material tax elections, material tax disputes and approval or effect any financial restructuring consent to federal and state and foreign material audit adjustments; (xiii) the amendment of the Certificate of Formation; (xiv) effectuate or take any action to authorize an Act of Bankruptcy with respect to the Company or any material Group Company; (bxv) effect effectuate or take any action to authorize any voluntary filing for bankruptcy dissolution, winding-up or liquidation 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 foregoingmaterial Group Company; (cxvi) other than equity securities issued upon exercise change the line of convertible securities approved pursuant to this Section 6.01, effect any authorization, sale and/or issuance by the Company business of any Membership Interests Group Company (including, for the avoidance of doubt, amendment of Section 2.6 of this Agreement or other equity securities, whether in a private otherwise take any action (or public offering, including an initial public offering, or fail to take any action) that would adversely affect 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 exercisableCompany’s ability to produce hydrogen; (dxvii) effect any repurchase change the Company’s method of accounting or redemption by otherwise deviate from GAAP in keeping of the Company books and records of any of its Membership Interests or other debt or equity securities;the Company; and (exviii) terminate or remove Xxxxx Xxxxxx as the Chief Executive Officer a Qualified IPO. (b) The approval 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 Requisite Members shall be obtained in the amount or type of compensation paid by the Company to Xxxx Xxxxxxxx as the Chairman of the Company or to his successormanner set forth in Section 3.5.

Matters Requiring Member Approval. (a) Without the affirmative vote or prior written consent of Members representing at least a majority of then-current aggregate Percentage Interests Super Majority in the CompanyInterest, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to, effect any: (ai) effect any mergerMerger, consolidation or share exchange into or with any other Person, or any other similar business combination transaction, including a sale transaction (other than any such transaction entered into solely between the Company and any of all its Subsidiaries or substantially all assets, among any of them) involving the Company or any of its subsidiaries Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, as amended and which shall be deemed to include Rodeo L.P.) or effect any financial restructuring of the CompanyCompany or the Partnership; provided, however, that in the event not all Members receive identical consideration, whether in their capacity as a Member or as a limited partner of the Partnership, both in form and amount (in proportion to their Membership Interests or Limited Partner Interests, as the case may be) in such transaction, such transaction shall require the prior written consent of any Member receiving consideration that differs from the consideration to be received by a Majority in Interest; (bii) effect any voluntary filing for bankruptcy bankruptcy, liquidation, dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any event that would cause a dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any consent by the Company or any of its subsidiaries Subsidiaries to any action brought by any other Person relating to any of the foregoing; (ciii) amendment or repeal of the Certificate, the Partnership Agreement or the Partnership’s certificate of limited partnership; provided, however, that if any amendment to the Partnership Agreement that would, if proposed with respect to this Agreement, require the prior written consent of a particular Member, then such amendment shall require the prior written consent of such Member in its capacity as a limited partner of the Partnership; (iv) sale, lease, transfer, pledge or other disposition of all or substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole, other than sales, leases, transfers, pledges or other dispositions of assets in the ordinary course of business or refinancing of the Credit Agreements; (b) Without the prior written consent of a Majority in Interest, the Company shall not, and shall not permit the Partnership to, effect any: (i) except for distributions of Available Cash pursuant to Section 4.1 and distributions pursuant to Section 10.3, and distributions required pursuant to the Partnership Agreement (as amended from time to time in accordance with the terms thereof), declaration or payment of any dividends or other distributions on the Membership Interests, partnership interests, capital stock or other debt or equity securities by the Company or the Partnership, including, without limitation, any dividend or other distribution by means of a redemption or repurchase of such securities; (ii) other than equity securities issued upon exercise of convertible securities outstanding on the date hereof or subsequently approved pursuant to this Section 6.017.9, effect any authorization, sale and/or issuance by the Company or the Partnership of any of their respective Membership Interests Interests, partnership interests, capital stock, 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 any of their respective Membership Interests Interests, partnership interests, capital stock, or other equity securities, whether or not presently convertible, exchangeable or exercisable; (diii) effect (a) incurrence of any indebtedness by the Company or the Partnership, (b) the assumption, incurrence, or undertaking by the Company or the Partnership of, or the grant by the Company or the Partnership of any security (other than a pledge of substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole) for, any financial commitment of any type whatsoever, including without limitation, any purchase, sale, lease, loan, contract, borrowing or expenditure, or (c) the lending of money by the Company or the Partnership to, or the guarantee by the Company or the Partnership of the debts of, any other Person; (iv) capital expenditures, or commitment to make capital expenditures, in excess of fifteen percent (15%) of the amount budgeted for capital expenditures in any fiscal year by the Company or the Partnership; or (v) any repurchase or redemption by the Company of any of its Membership Interests 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. (a) Without the affirmative vote or prior written --------------------------------- consent of Members representing at least a majority of then-current aggregate Percentage Interests Super Majority in the CompanyInterest, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to, effect any: (ai) effect any mergerMerger, consolidation or share exchange into or with any other Person, or any other similar business combination transaction, including a sale transaction (other than any such transaction entered into solely between the Company and any of all its Subsidiaries or substantially all assets, among any of them) involving the Company or any of its subsidiaries Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, as amended and which shall be deemed to include Rodeo L.P.) or effect any financial restructuring of the CompanyCompany or the Partnership; provided, however, that in the event not all -------- ------- Members receive identical consideration, whether in their capacity as a Member or as a limited partner of the Partnership, both in form and amount (in proportion to their Membership Interests or Limited Partner Interests, as the case may be) in such transaction, such transaction shall require the prior written consent of any Member receiving consideration that differs from the consideration to be received by a Majority in Interest; (bii) effect any voluntary filing for bankruptcy bankruptcy, liquidation, dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any event that would cause a dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any consent by the Company or any of its subsidiaries Subsidiaries to any action brought by any other Person relating to any of the foregoing; (ciii) amendment or repeal of the Certificate, the Partnership Agreement or the Partnership's certificate of limited partnership; provided, however, that if any amendment to the Partnership Agreement that -------- ------- would, if proposed with respect to this Agreement, require the prior written consent of a particular Member, then such amendment shall require the prior written consent of such Member in its capacity as a limited partner of the Partnership; (iv) sale, lease, transfer, pledge or other disposition of all or substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole, other than sales, leases, transfers, pledges or other dispositions of assets in the ordinary course of business or refinancing of the Credit Agreements; (b) Without the prior written consent of a Majority in Interest, the Company shall not, and shall not permit the Partnership to, effect any: (i) except for distributions of Available Cash pursuant to Section 4.1 and distributions pursuant to Section 10.3, and distributions ----------- ------------ required pursuant to the Partnership Agreement (as amended from time to time in accordance with the terms thereof), declaration or payment of any dividends or other distributions on the Membership Interests, partnership interests, capital stock or other debt or equity EXECUTION COPY securities by the Company or the Partnership, including, without limitation, any dividend or other distribution by means of a redemption or repurchase of such securities; (ii) other than equity securities issued upon exercise of convertible securities outstanding on the date hereof or subsequently approved pursuant to this Section 6.017.9, effect any authorization, sale and/or issuance by the Company or ----------- the Partnership of any of their respective Membership Interests Interests, partnership interests, capital stock, 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 any of their respective Membership Interests Interests, partnership interests, capital stock, or other equity securities, whether or not presently convertible, exchangeable or exercisable; (da) effect incurrence of any indebtedness by the Company or the Partnership, (b) the assumption, incurrence, or undertaking by the Company or the Partnership of, or the grant by the Company or the Partnership of any security (other than a pledge of substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole) for, any financial commitment of any type whatsoever, including without limitation, any purchase, sale, lease, loan, contract, borrowing or expenditure, or (c) the lending of money by the Company or the Partnership to, or the guarantee by the Company or the Partnership of the debts of, any other Person; (iv) capital expenditures, or commitment to make capital expenditures, in excess of fifteen percent (15%) of the amount budgeted for capital expenditures in any fiscal year by the Company or the Partnership; or (v) any repurchase or redemption by the Company of any of its Membership Interests 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. (a) Without the affirmative vote or prior written consent of Members representing at least a majority of then-current aggregate Percentage Interests Super Majority in the CompanyInterest, the Company shall not, and shall not permit any of its subsidiaries toSubsidiaries to effect any: (ai) effect any merger, consolidation or share exchange into or with any other Person, or any other similar business combination transaction, including a sale transaction (other than any such transaction entered into solely between the Company and any of all its Subsidiaries or substantially all assets, among any of them) involving the Company or any of its subsidiaries Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, as amended and which shall be deemed to include the MLP) or effect any financial restructuring of the Company, Plains AAP or PAA GP; provided, however, that in the event not all Members receive identical consideration, whether in their capacity as a Member or as a limited partner of Plains AAP, both in form and amount (in proportion to their Membership Interests or Limited Partner Interests, as the case may be) in such transaction, such transaction shall require the prior written consent of any Member receiving consideration that differs from the consideration to be received by a Majority in Interest; (bii) effect any voluntary filing for bankruptcy bankruptcy, liquidation, dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any event that would cause a dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any consent by the Company or any of its subsidiaries Subsidiaries to any action brought by any other Person relating to any of the foregoing; (ciii) amendment or repeal of the Certificates, the Plains AAP Partnership Agreement or the PAA GP Agreement; provided, however, that if any amendment to the Plains AAP Partnership Agreement that would, if proposed with respect to this Agreement, require the prior written consent of a particular Member, then such amendment shall require the prior written consent of such Member in its capacity as a limited partner of Plains AAP; (iv) sale, lease, transfer, pledge or other disposition of all or substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole, other than sales, leases, transfers, pledges or other dispositions of assets in the ordinary course of business or refinancing of the Credit Agreements; or (v) agreement or transaction (or series of related agreements or transactions) between the Company, Plains AAP or PAA GP, on the one hand, and a Member or any of its Affiliates, on the other hand, that involve payments or receipts by the Company or such Subsidiary in excess of $500,000 in the aggregate in any calendar year (but excluding the Administrative Services Agreement between the Company and VEC, dated as of October 14, 2005, other than any amendment thereto that increases or decreases the annual consideration thereunder by more than $500,000). (b) Without the prior written consent of a Majority in Interest, the Company shall not, and shall not permit Plains AAP or PAA GP to, effect any: (i) except for distributions of Available Cash pursuant to Section 4.1 and distributions pursuant to Section 10.3, and distributions required pursuant to the Plains AAP Partnership Agreement or the PAA GP Agreement (in each case, as amended from time to time in accordance with the terms thereof), declaration or payment of any dividends or other distributions on the Membership Interests, partnership interests or other debt or equity securities by the Company, Plains AAP or PAA GP, including, without limitation, any dividend or other distribution by means of a redemption or repurchase of such securities; (ii) other than equity securities issued upon exercise of convertible or exchangeable securities authorized or outstanding on the date hereof (including 200,000 Class B Units of Plains AAP) or subsequently approved pursuant to this Section 6.017.9, effect any authorization, sale and/or issuance by the Company Company, Plains AAP or PAA GP of any of their respective Membership Interests Interests, partnership 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 any of their respective Membership Interests Interests, partnership interests or other equity securities, whether or not presently convertible, exchangeable or exercisable; (diii) effect (a) incurrence of any indebtedness by the Company, Plains AAP or PAA GP, (b) the assumption, incurrence, or undertaking by the Company, Plains AAP or PAA GP of, or the grant by the Company, Plains AAP or PAA GP of any security (other than a pledge of substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole) for, any financial commitment of any type whatsoever, including without limitation, any purchase, sale, lease, loan, contract, borrowing or expenditure, or (c) the lending of money by the Company, Plains AAP or PAA GP to, or the guarantee by the Company, Plains AAP or PAA GP of the debts of, any other Person; (iv) capital expenditures, or commitment to make capital expenditures, in excess of fifteen percent (15%) of the amount budgeted for capital expenditures in any fiscal year by the Company, Plains AAP or PAA GP; or (v) any repurchase or redemption by the Company of any of its Membership Interests 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. (a) Without the affirmative vote or prior written consent of Members representing at least a majority of then-current aggregate Percentage Interests Super Majority in the CompanyInterest, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to, effect any: (ai) effect any mergerMerger, consolidation or share exchange into or with any other Person, or any other similar business combination transaction, including a sale transaction (other than any such transaction entered into solely between the Company and any of all its Subsidiaries or substantially all assets, among any of them) involving the Company or any of its subsidiaries Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, as amended and which shall be deemed to include Rodeo L.P.) or effect any financial restructuring of the CompanyCompany or the Partnership; provided, however, that in the event not all Members receive identical consideration, whether in their capacity as a Member or as a limited partner of the Partnership, both in form and amount (in proportion to their Membership Interests or Limited Partner Interests, as the case may be) in such transaction, such transaction shall require the prior written consent of any Member receiving consideration that differs from the consideration to be received by a Majority in Interest; (bii) effect any voluntary filing for bankruptcy bankruptcy, liquidation, dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any event that would cause a dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any consent by the Company or any of its subsidiaries Subsidiaries to any action brought by any other Person relating to any of the foregoing; (ciii) amendment or repeal of the Certificate, the Partnership Agreement or the Partnership's certificate of limited partnership; provided, however, that if any amendment to the Partnership Agreement that would, if proposed with respect to this Agreement, require the prior written consent of a particular Member, then such amendment shall require the prior written consent of such Member in its capacity as a limited partner of the Partnership; (iv) sale, lease, transfer, pledge or other disposition of all or substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole, other than sales, leases, transfers, pledges or other dispositions of assets in the ordinary course of business or refinancing of the Credit Agreements; (b) Without the prior written consent of a Majority in Interest, the Company shall not, and shall not permit the Partnership to, effect any: (i) except for distributions of Available Cash pursuant to Section 4.1 and distributions pursuant to Section 10.3, and distributions required pursuant to the Partnership Agreement (as amended from time to time in accordance with the terms thereof), declaration or payment of any dividends or other distributions on the Membership Interests, partnership interests, capital stock or other debt or equity securities by the Company or the Partnership, including, without limitation, any dividend or other distribution by means of a redemption or repurchase of such securities; (ii) other than equity securities issued upon exercise of convertible securities outstanding on the date hereof or subsequently approved pursuant to this Section 6.017.9, effect any authorization, sale and/or issuance by the Company or the Partnership of any of their respective Membership Interests Interests, partnership interests, capital stock, 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 any of their respective Membership Interests Interests, partnership interests, capital stock, or other equity securities, whether or not presently convertible, exchangeable or exercisable; (diii) effect (a) incurrence of any indebtedness by the Company or the Partnership, (b) the assumption, incurrence, or undertaking by the Company or the Partnership of, or the grant by the Company or the Partnership of any security (other than a pledge of substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole) for, any financial commitment of any type whatsoever, including without limitation, any purchase, sale, lease, loan, contract, borrowing or expenditure, or (c) the lending of money by the Company or the Partnership to, or the guarantee by the Company or the Partnership of the debts of, any other Person; (iv) capital expenditures, or commitment to make capital expenditures, in excess of fifteen percent (15%) of the amount budgeted for capital expenditures in any fiscal year by the Company or the Partnership; or (v) any repurchase or redemption by the Company of any of its Membership Interests 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. (a) Without the affirmative vote or prior written consent of Members representing at least a majority of then-current aggregate Percentage Interests Super Majority in the CompanyInterest, the Company shall not, and shall not permit any of its subsidiaries toSubsidiaries to effect any: (ai) effect any merger, consolidation or share exchange into or with any other Person, or any other similar business combination transaction, including a sale transaction (other than any such transaction entered into solely between the Company and any of all its Subsidiaries or substantially all assets, among any of them) involving the Company or any of its subsidiaries Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, as amended and which shall be deemed to include the MLP) or effect any financial restructuring of the Company, Plains AAP or PAA GP; provided, however, that in the event not all Members receive identical consideration, whether in their capacity as a Member or as a limited partner of Plains AAP, both in form and amount (in proportion to their Membership Interests or Limited Partner Interests, as the case may be) in such transaction, such transaction shall require the prior written consent of any Member receiving consideration that differs from the consideration to be received by a Majority in Interest; (bii) effect any voluntary filing for bankruptcy bankruptcy, liquidation, dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any event that would cause a dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any consent by the Company or any of its subsidiaries Subsidiaries to any action brought by any other Person relating to any of the foregoing; (ciii) amendment or repeal of the Certificates, the Plains AAP Partnership Agreement or the PAA GP Agreement; provided, however, that if any amendment to the Plains AAP Partnership Agreement that would, if proposed with respect to this Agreement, require the prior written consent of a particular Member, then such amendment shall require the prior written consent of such Member in its capacity as a limited partner of Plains AAP; (iv) sale, lease, transfer, pledge or other disposition of all or substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole, other than sales, leases, transfers, pledges or other dispositions of assets in the ordinary course of business or refinancing of the Credit Agreements; (b) Without the prior written consent of a Majority in Interest, the Company shall not, and shall not permit Plains AAP or PAA GP to, effect any: (i) except for distributions of Available Cash pursuant to Section 4.1 and distributions pursuant to Section 10.3, and distributions required pursuant to the Plains AAP Partnership Agreement or the PAA GP Agreement (in each case, as amended from time to time in accordance with the terms thereof), declaration or payment of any dividends or other distributions on the Membership Interests, partnership interests or other debt or equity securities by the Company, Plains AAP or PAA GP, including, without limitation, any dividend or other distribution by means of a redemption or repurchase of such securities; (ii) other than equity securities issued upon exercise of convertible or exchangeable securities authorized or outstanding on the date hereof (including 200,000 Class B Units of Plains AAP) or subsequently approved pursuant to this Section 6.017.9, effect any authorization, sale and/or issuance by the Company Company, Plains AAP or PAA GP of any of their respective Membership Interests Interests, partnership 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 any of their respective Membership Interests Interests, partnership interests or other equity securities, whether or not presently convertible, exchangeable or exercisable; (diii) effect (a) incurrence of any indebtedness by the Company, Plains AAP or PAA GP, (b) the assumption, incurrence, or undertaking by the Company, Plains AAP or PAA GP of, or the grant by the Company, Plains AAP or PAA GP of any security (other than a pledge of substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole) for, any financial commitment of any type whatsoever, including without limitation, any purchase, sale, lease, loan, contract, borrowing or expenditure, or (c) the lending of money by the Company, Plains AAP or PAA GP to, or the guarantee by the Company, Plains AAP or PAA GP of the debts of, any other Person; (iv) capital expenditures, or commitment to make capital expenditures, in excess of fifteen percent (15%) of the amount budgeted for capital expenditures in any fiscal year by the Company, Plains AAP or PAA GP; or (v) any repurchase or redemption by the Company of any of its Membership Interests 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. (a) Without the affirmative vote or prior written consent of Members representing at least a majority of then-current aggregate Percentage Interests Super Majority in the CompanyInterest, the Company shall not, and shall not permit any of its subsidiaries Subsidiaries to, effect any: (ai) effect any mergerMerger, consolidation or share exchange into or with any other Person, or any other similar business combination transaction, including a sale transaction (other than any such transaction entered into solely between the Company and any of all its Subsidiaries or substantially all assets, among any of them) involving the Company or any of its subsidiaries Significant Subsidiaries (as defined in Rule 1-02(w) of Regulation S-X promulgated by the Securities and Exchange Commission, as amended and which shall be deemed to include Rodeo L.P.) or effect any financial restructuring of the CompanyCompany or the Partnership; provided, however, that in the event not all Members receive identical consideration, whether in their capacity as a Member or as a limited partner of the Partnership, both in form and amount (in proportion to their Membership Interests or Limited Partner Interests, as the case may be) in such transaction, such transaction shall require the prior written consent of any Member receiving consideration that differs from the consideration to be received by a Majority in Interest; (bii) effect any voluntary filing for bankruptcy bankruptcy, liquidation, dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any event that would cause a dissolution or winding up of the Company or any of its subsidiaries Subsidiaries or any consent by the Company or any of its subsidiaries Subsidiaries to any action brought by any other Person relating to any of the foregoing; (ciii) amendment or repeal of the Certificate, the Partnership Agreement or the Partnership's certificate of limited partnership; provided, however, that if any amendment to the Partnership Agreement that would, if proposed with respect to this Agreement, require the prior written consent of a particular Member, then such amendment shall require the prior written consent of such Member in its capacity as a limited partner of the Partnership; (iv) sale, lease, transfer, pledge or other disposition of all or substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole, other than sales, leases, transfers, pledges or other dispositions of assets in the ordinary course of business or refinancing of the Credit Agreements; (b) Without the prior written consent of a Majority in Interest, the Company shall not, and shall not permit the Partnership to, effect any: (i) except for distributions of Available Cash pursuant to Section 4.1 and distributions pursuant to Section 10.3, and distributions required pursuant to the Partnership Agreement (as amended from time to time in accordance with the terms thereof), declaration or payment of any dividends or other distributions on the Membership Interests, partnership interests, capital stock or other debt or equity EXECUTION COPY securities by the Company or the Partnership, including, without limitation, any dividend or other distribution by means of a redemption or repurchase of such securities; (ii) other than equity securities issued upon exercise of convertible securities outstanding on the date hereof or subsequently approved pursuant to this Section 6.017.9, effect any authorization, sale and/or issuance by the Company or the Partnership of any of their respective Membership Interests Interests, partnership interests, capital stock, 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 any of their respective Membership Interests Interests, partnership interests, capital stock, or other equity securities, whether or not presently convertible, exchangeable or exercisable; (da) effect incurrence of any indebtedness by the Company or the Partnership, (b) the assumption, incurrence, or undertaking by the Company or the Partnership of, or the grant by the Company or the Partnership of any security (other than a pledge of substantially all of the properties or assets of the Company or the Company and any of its Subsidiaries taken as a whole) for, any financial commitment of any type whatsoever, including without limitation, any purchase, sale, lease, loan, contract, borrowing or expenditure, or (c) the lending of money by the Company or the Partnership to, or the guarantee by the Company or the Partnership of the debts of, any other Person; (iv) capital expenditures, or commitment to make capital expenditures, in excess of fifteen percent (15%) of the amount budgeted for capital expenditures in any fiscal year by the Company or the Partnership; or (v) any repurchase or redemption by the Company of any of its Membership Interests 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. Without (a) Notwithstanding anything in this Agreement to the affirmative vote or contrary, without the prior written consent of Members representing at least a majority of then-current aggregate Percentage Interests in the Companyeach Initial Member, the Company shall not, and and, where applicable, shall not permit any of its subsidiaries Subsidiaries to, directly or indirectly, take or permit to be taken any of the following actions; provided, however, that notwithstanding the foregoing, (A) during any Vulcan Minority Interest Period, the actions described in clauses (i), (iv), (v), (viii) and (x) below shall not require the prior written consent of Vulcan and (B) during any PAA Minority Interest Period, the actions described in clauses (i), (iv), (v), (viii) and (x) below shall not require the prior written consent of PAA: (ai) effect Authorize, sell and/or issue any Membership Interests, partnership interests, capital stock, or other equity interest in the Company or any of its Subsidiaries, whether in a private or public offering, including an initial public offering, or grant, sell or issue other securities (including rights, warrants and options) convertible into, exchangeable for or exercisable for any of Membership Interests or partnership interests, capital stock, or other equity interests in the Company or any of its Subsidiaries, whether or not presently convertible, exchangeable or exercisable; provided, that this clause (i) shall not apply to (x) Membership Interests issued pursuant to Section 3.2(c) or (y) the issuance of Additional Interests of the Company or a Subsidiary pursuant to and in compliance with the requirements of Section 3.2(d); (ii) Change, modify or amend this Agreement; (iii) (x) Enter into any transaction, agreement or arrangement with or for the benefit of any Member or any of its Affiliates, other than the Administrative Services, or (y) modify or amend, or waive any right under or with respect to, any transaction, agreement or arrangement with or for the benefit of any Member or any of its Affiliates; (iv) Engage in any merger, consolidation or consolidation, share exchange into or with any other Person, or any other similar business combination transactiontransaction (other than any such transaction entered into solely between the Company and any of its Wholly-owned Subsidiaries or among any of them); (v) Sell, including a sale lease, transfer, pledge or otherwise dispose 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 properties or assets of the Company or any of its subsidiaries Subsidiaries; (vi) Voluntarily file for bankruptcy, liquidation, dissolution or winding up 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 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, or make any assignment for the benefit of creditors; (cvii) other than Redeem, repurchase or retire any equity securities issued upon exercise of convertible securities approved pursuant to this Section 6.01, effect any authorization, sale and/or issuance by interest in the Company or any Subsidiary of any Membership Interests or other equity securitiesthe Company that is not a Wholly-owned Subsidiary, whether except as otherwise provided 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 exercisableSection 9.2(a); (dviii) effect any repurchase or redemption by Authorize the Company filing of any of its Membership Interests or other debt or equity securities; (e) terminate or remove Xxxxx Xxxxxx as registration statement with the Chief Executive Officer Securities and Exchange Commission with respect to any securities of the Company or Xxxx Xxxxxxxx as the Chairman any of the Company or either of their respective successorsits Subsidiaries; (ix) Require any additional capital contribution from any Member (other than pursuant to Section 3.2(c)); (x) Admit any additional Members; provided, however, that this clause (x) shall not apply to the Managers may terminate such Persons without such admission of any additional 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 connection with any Membership Interest issued pursuant to and in compliance with the Companyrequirements of Section 3.2(d); or (fxi) effect any change in amendment to the amount Purchase Agreement, or type of compensation paid any waiver by the Company to Xxxx Xxxxxxxx as under the Chairman Purchase Agreement that would increase the liability of the Company with respect to any Company Guarantee (as defined in the Purchase Agreement). (b) Notwithstanding anything in this Agreement to the contrary, (i) during any Vulcan Minority Interest Period, without the prior written consent of Vulcan, and (ii) during any PAA Minority Interest Period, without the prior written consent of PAA, the Company shall not, and, where applicable, shall not permit any of its Subsidiaries to, directly or indirectly, take or permit to his successorbe taken any of the following actions: (i) Engage in any material business activity outside the scope of the Business, other than activities reasonably related to the Business; or (ii) Except for distributions of Available Cash pursuant to Section 4.1 and distributions pursuant to Section 10.3, declare or pay any dividends or other distributions on the Membership Interests or on the equity interests of any Subsidiary of the Company that is not a Wholly-owned Subsidiary.

Matters Requiring Member Approval. Without To the extent that the Members --------------------------------- may waive their right to vote, approve or consent in respect of any matter requiring approval of the Members under the Act or other applicable law, the Members (other than the Managing Member) hereby waive any such right. In addition to any other matter requiring approval of the Members under any nonwaivable provisions of the Act or other applicable law, and any other vote of the Members provided under the Approval Terms of this Agreement, an affirmative vote or consent of a Super Majority of the Members representing at least a majority of then-current aggregate Percentage holding Class B Interests in the Company, the Company shall not, and shall not permit be required for any of its subsidiaries tothe following matters: (a) effect any mergerproposal by the Company to (a) enter into any transaction that would result in a change of control of the Company, consolidation (b) sell, transfer, lease, exchange or share exchange otherwise dispose of all, or substantially all, of the assets of the Company (other than pursuant to a mortgage or security interest entered into in connection with a financing of the Company's business) and all or a portion of the consideration received therefor by the Company is cash, or (c) merge or consolidate with or into any other Personentity and all or a portion of the consideration received therefor by the Members is cash. A "change of control" or "transfer of control" as applied herein to the Company shall be deemed to have occurred if, following the consummation of any transaction, less than twenty percent (20%) of the outstanding Interests of the Company (or any successor entity resulting from such transaction) is held by those holders of the Interests of the Company immediately prior to the consummation of such transaction; (b) any acquisition or business development opportunity that is otherwise permissible under Sections 2.3 and 9.1(c) of this Agreement but is not directly or indirectly related to the provision of electric transmission service, including but not limited to the formation and administration of electric markets, or other services or functions that are commonly performed by RTOs; (c) any other similar business combination transaction, including a sale of all or substantially all assets, involving proposal to (i) institute proceedings to have the Company adjudicated bankrupt or any insolvent, (ii) consent to the institution of its subsidiaries bankruptcy or effect any financial restructuring insolvency proceedings against the Company, (iii) file a petition seeking a reorganization of the Company under federal or state bankruptcy laws, (iv) consent to the appointment of a receiver or trustee for the Company, or (v) make an assignment for the benefit of creditors of the Company; (bd) effect any voluntary filing for bankruptcy of proposal to amend 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, Approval Terms or the grant, sale or issuance Economic Terms 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;this Agreement. (e) terminate or remove Xxxxx Xxxxxx as the Chief Executive Officer of any proposal to dissolve 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 Companypursuant to Section 11.1(d); 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.