Matters Requiring the Approval of the Members. (a) Notwithstanding any provision of the Articles to the contrary, no action shall be taken by or on behalf of the Company in connection with any of the following matters without the prior unanimous written approval of the Members, each acting through the Executive Officers appointed by it:
(i) any amendment, restatement or revocation of the Articles;
(ii) any amendment to or renewal of any FF Operative Document between the Company and any Member or any of their respective Affiliates;
(iii) any change in the scope of activity or strategic direction of the Company’s business;
(iv) any merger, consolidation or other business combination to which the Company or any of its Subsidiaries is a party, or any other transaction to which the Company is a party resulting in a Change of Control of the Company;
(v) any sale, lease, pledge, assignment or other disposition of assets of the Company in an amount (in terms of consideration to be received by the Company) in excess of ¥5,000,000 in one transaction or a series of related transactions, other than as expressly provided for in the FF Operative Documents or as set forth in the most recently approved Business Plan;
(vi) the approval of any transaction or agreement between the Company and any Member or any of their respective Affiliates (other than transactions or agreements expressly provided for or authorized by an FF Operative Document or the most recently approved Business Plan) or any amendment thereto (including the waiver of any material term thereof), other than any such transaction, agreement or amendment that contains generally available, arm’s length commercial terms and is in an amount (in terms of payments to be made or the value of services or products to be provided or delivered) less than ¥5,000,000 for any single transaction or agreement or for substantially identical transactions within a twenty-four (24) month period (or a waiver that does not materially adversely affect the rights and benefits of the Company), other than as set forth in the most recently approved Business Plan;
(vii) incurring Indebtedness in an amount in excess of ¥1,000,000 or an increase in aggregate Indebtedness in excess of ¥1,000,000 in any calendar quarter, other than as authorized by Section 5.1(d) (Matters Requiring the Approval of the Board of Executive Officers);
(viii) with respect to the Company or any of its Subsidiaries, (A) the voluntary commencement of any proceeding or the voluntary filing of any petition seeking...
Matters Requiring the Approval of the Members. The prior approval of the Members holding a majority of the then outstanding Series A Units and the Members holding a majority of the then outstanding Series B Units shall be required before the Company or any of its Subsidiaries may take or commit to take any of the following actions:
(a) except as otherwise specifically authorized in this Agreement, any transaction between the Company or any Subsidiary, on the one hand, and Investor and any Affiliate of Investor or Entropy or any Affiliate of Entropy, on the other hand, on terms which are less favorable to the Company or its Subsidiary than terms generally available to similarly situated businesses for similar transactions in similar markets;
(b) any issuance of any Membership Units at a price less than Fair Market Value; and
(c) any deviation from the Project Budget if such deviation is the direct result of a transaction which is on terms which are less favorable to the Company or its Subsidiary than terms generally available to similarly situated businesses for similar transactions in similar markets.
Matters Requiring the Approval of the Members. Notwithstanding anything to the contrary, the Company shall not take any of the following actions or make any of the following decisions, without, in each case, having first obtained the Approval of the Members: (a) sell, exchange or otherwise transfer or dispose of all or substantially all of the assets of the Company; (b) materially change the purpose of the Company or the Company’s business; (c) amend the Certificate of Formation or Bylaws of the Company; or (d) agree to any merger, consolidation, liquidation or dissolution of the Company.
