Member Action Required Sample Clauses

Member Action Required. Notwithstanding anything in this Agreement which may appear to be to the contrary, including Section 4.1, and subject in all respects to Section 4.17 and Section 4.18, the Company shall not take, or cause to be taken, any of the following acts or matters without the vote of the Members taken or otherwise obtained in accordance with Article 6: (a) the sale, lease, exchange or other transfer or disposition of all or substantially all of the assets of the Company, other than by or pursuant to the granting or entering into of, or the enforcement of any rights or remedies under, any mortgage, deed of trust, pledge, security interest or other form of security or collateral agreement, document, instrument or transaction; (b) the merger of the Company with or into another Person under the Iowa Act, the conversion of the Company into another form of entity under the Iowa Act, or the domestication of the Company into a foreign limited liability company; (c) the dissolution of the Company; (d) the amendment or restatement of the Certificate of Organization or this Agreement, except that the vote of the Members under this Section 4.16(d) shall not be required to (i) change the name, the registered office and/or the registered agent of the Company, (ii) implement any change to this Agreement which the Directors are permitted to make to this Agreement without a vote of the Members under this Section 4.16, and (iii) amend and restate this Agreement to reflect any changes approved by the Members or Directors. (e) the issuance of any Units to any Director or any officer of the Company in the individual's capacity as a Director or officer; (f) any act or matter for which the vote of the Members is affirmatively and expressly required by any other Section of this Agreement, including as required by Sections 4.9, 4.10 and 10.1(b); or (g) any act or matter, if any, for which the vote of the Members is affirmatively and expressly required by the Iowa Act and the Iowa Act affirmatively and expressly provides that such voting requirement cannot be varied, waived or altered notwithstanding the express intent, desire and agreement of the Members that the only acts and matters upon which the Members have the right to vote, and which must be voted upon or otherwise approved by the Members, are those which are expressly required by subparagraphs (a) through (g) of this Section. This Section supersedes and overrides any provisions of the Iowa Act that might grant the Members the right ...

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Member Action Required. Notwithstanding anything in this Agreement which may appear to be to the contrary, including Section 4.1, and subject in all respects to Section 4.17 and Section HB: 4837-9580-7915.3

Member Action Required. Notwithstanding anything in this Agreement which may appear to be to the contrary, including Section 4.1, neither the Directors nor any officer of the Company shall take, or cause to be taken, any of the following acts or matters without the vote of the Members taken or otherwise obtained in accordance with Article 6: (a) the sale, lease, exchange or other transfer or disposition of all or substantially all of the assets of the Company, other than by or pursuant to the granting or entering into of, or the enforcement of any rights or remedies under, any mortgage, deed of trust, pledge, security interest or other form of security or collateral agreement, document, instrument or transaction; (b) the merger of the Company with or into another Person under the Iowa Act or the conversion of the Company into another form of entity under the Iowa Act; (c) the dissolution of the Company; (d) the amendment or restatement of the Articles of Organization or this Agreement; (e) the issuance of any Units to any Director or any officer of the Company in the individual's capacity as a Director or officer; (f) the issuance of any Units by the Company if, after giving effect to the issuance of the Units, the Company would have more than 45,608 outstanding Units; (g) the issuance of any Units for a consideration or value of less than $500 per Unit; (h) any act or matter for which the vote of the Members is affirmatively and expressly required by any other Section of this Agreement, including under Sections 4.2 and 4.9; or (i) any act or matter for which the vote of the Members is affirmatively and expressly required by the Iowa Act or other applicable law notwithstanding the intent, desire and agreement of the Members that the only acts and matters which must be voted upon or otherwise approved by the Members are those which are expressly required by subparagraphs (a) through (h) of this Section.

Member Action Required. Notwithstanding anything in this Agreement which may appear to be to the contrary, including Section 4.1, neither the Directors nor any officer of the Company shall take, or cause to be taken, any of the following acts or matters without the vote of the Members taken or otherwise obtained in accordance with Article 6: (a) the sale, lease, exchange or other transfer or disposition of all or substantially all of the assets of the Company, other than by or pursuant to the granting or entering into of, or the enforcement of any rights or remedies under, any mortgage, deed of trust, pledge, security interest or other form of security or collateral agreement, document, instrument or transaction; (b) the merger of the Company with or into another Person under the Iowa Act, the conversion of the Company into another form of entity under the Iowa Act, or the domestication of the Company into a foreign limited liability company; (c) the dissolution of the Company; (d) the amendment or restatement of the Certificate of Organization or this Agreement, except that the Directors may amend the Certificate of Organization and this Agreement without the vote of the Members to (i) change the name, the registered office and/or the registered agent of the Company;, (ii) implement any change to this Agreement which the Directors are permitted to make to this Agreement without a vote of the Members, and (iii) amend and restate this Agreement to reflect any changes approved by the Members or Directors. (e) the issuance of any Units to any Director or any officer of the Company in the individual's capacity as a Director or officer; (f) the issuance of any Units by the Company if, after giving effect to the issuance of the Units, the Company would have more than 90,000 1 outstanding Units; provided, however, that the Directors may from time to time authorize, approve and effectuate a split of the outstanding Units into a lesser or greater number of Units based upon a uniform multiple (a "Unit Split"), without the vote of the Members, in which event the 90,000 1 amount (or the then current such amount by reason of any prior Unit Splits) shall also be decreased or increased, as the case may be, by the same multiple that was utilized in the Unit Split; (g) any act or matter for which the vote of the Members is affirmatively and expressly required by any other Section of this Agreement, including as required by Sections 4.2, 4.9, 4.10 and 10.1(b); or

Related to Member Action Required

Information Required The report must include, at a minimum, the name, category, description, expected outcomes, anticipated CCBF contribution, anticipated start date, and anticipated end date of each active Eligible Project.
Affirmative Action Requirements The State intends to carry out its responsibility for requiring affirmative action by its contractors.
Notification Requirements 1. If the Family Leave is foreseeable, the employee must provide the agency/department with thirty (30) calendar days notice of his or her intent to take Family Leave. 2. If the event necessitating the Family Leave becomes known to the employee less than thirty (30) calendar days prior to the employee's need for Family Leave, the employee must provide as much notice as possible. In no case shall the employee provide notice later than five (5) calendar days after he or she learns of the need for Family Leave. 3. For foreseeable leave due to a qualifying exigency, an employee must provide notice of the need for leave as soon as practicable, regardless of how far in advance such leave is foreseeable. 4. When the Family Leave is for the purpose of the scheduled medical treatment or planned medical care of a child, parent, spouse or registered domestic partner, the employee shall, to the extent practicable, schedule treatment and/or care in a way that minimizes disruption to agency/department operations.
Information Requirements The Company covenants that, if at any time before the end of the Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with any Holder and take such further reasonable action as any Holder may reasonably request in writing (including, without limitation, making such reasonable representations as any such Holder may reasonably request), all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 and Rule 144A under the Securities Act and customarily taken in connection with sales pursuant to such exemptions. Upon the written request of any Holder, the Company shall deliver to such Holder a written statement as to whether it has complied with such filing requirements, unless such a statement has been included in the Company’s most recent report filed pursuant to Section 13 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this Section 7 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act.
Application Requirements This application shall contain, as a minimum, a sketch showing the location of proposed facilities; a description, sketch, manufacturer’s brochure, etc. of the proposed facilities; and a description of the operation proposed. (11-28-90) 101. -- 199. (RESERVED)‌ 200. OPERATIONAL AGREEMENT.‌‌
Distribution Requirements Arts 3 A course in history, philosophy, theory, or practice of the creative and interpretive arts.
Documentation Required The certificates and endorsements shall be received and approved by the District before Work commences. As an alternative, the Contractor may submit certified copies of any policy that includes the required endorsement language set forth herein.
Notification Requirement Through and up to the conclusion of the Non-Competition Period, Executive shall give notice to the Company of each new business activity he plans to undertake, at least seven (7) days prior to beginning any such activity. Such notice shall state the name and address of the Person for whom such activity is undertaken and the nature of Executive’s business relationship(s) and position(s) with such Person.
Submission Requirements Requirement Deliverable (Report Name) Due Date Submission System
Information Requirement The successful bidder's shall be required to advise the Office of Management and Budget, Government Support Services of the gross amount of purchases made as a result of the contract.