Matters Requiring Unanimous Consent of the Members. Notwithstanding any other term of this Agreement, the Managers shall not, without the unanimous written consent of the Members: (a) Do any act in contravention of this Agreement; (b) Do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (c) Sell or otherwise dispose of at one time all or substantially all of the property of the Company, except pursuant to Section 11.3(e) (Winding Up); (d) Amend this Agreement or the Certificate of Formation; (e) Liquidate or dissolve the Company; (f) Admit a new Member; (g) Reduce, increase or alter the outstanding capital of the Company, make any call on capital, issue or redeem Interests, options or other securities of the Company or any subsidiary of the Company; (h) Grant a power of attorney or other delegation of the Members’ powers; or (i) Cause the Company to merge or consolidate with any other business.
Appears in 6 contracts
Samples: Operating Agreement (Decrane Aircraft Holdings Inc), Operating Agreement (Decrane Holdings Co), Operating Agreement (Decrane Aircraft Holdings Inc)
Matters Requiring Unanimous Consent of the Members. Notwithstanding any other term of this Agreement, the Managers shall not, without the unanimous written consent of the Members:
(a) Do any act in contravention of this Agreement;
(b) Do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;
(c) Sell or otherwise dispose of at one time all or substantially all of the property of the Company, except pursuant to Section 11.3(e) (Winding Up);
(d) Amend this Agreement or the Certificate of Formation;
(e) Liquidate or dissolve the Company;
(f) Admit a new Member;
(g) Reduce, increase or alter the outstanding capital of the Company, make any call on capital, issue or redeem Interests, options or other securities of the Company or any subsidiary of the Company;
(h) Grant a power of attorney or other delegation of the Members’ ' powers; or
(i) Cause the Company to merge or consolidate with any other business.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Decrane Aircraft Holdings Inc), Operating Agreement (Decrane Holdings Co), Limited Liability Company Agreement (Decrane Aircraft Holdings Inc)
