Common use of Member Action Required Clause in Contracts

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 to vote on any other acts or matters or that otherwise conflict with, or are inconsistent with, this Section, including Sections 489.401 (4)(c), 489.407(3)(d) and (e), 489.1003, 489.1007 and 489.1011 of the Iowa Act.

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 Sections 4.17, 4.18, 4.19, and Section 4.184.20, the Company shall not take, or cause to be taken, any of the following acts or matters without the vote of the Class A Members, Class B Members, and Common 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 to vote on any other acts or matters or that otherwise conflict with, or are inconsistent with, this Section, including Sections 489.401 (4)(c), 489.407(3)(d) and (e), 489.1003, 489.1007 and 489.1011 of the Iowa Act.

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, neither the Directors nor any officer of 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 Directors may amend the Certificate of Organization and this Agreement without 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) 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; 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 45,608 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) the issuance of any Units for a consideration or value of less than $500 per Unit; provided, however, that in the event of a Unit Split, the $500 amount (or the then current such amount by reason of any prior Unit Splits) shall be increased or decreased, as the case may be, proportionately in accordance with the multiple that was utilized in the Unit Split; (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 as required by Sections 4.2, 4.9, 4.10 and 10.1(b); or (gi) 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 (gh) of this Section. This Section supersedes and overrides any provisions of the Iowa Act that might grant the Members the right to vote on any other acts or matters or that otherwise conflict with, or are inconsistent with, this Section, including Sections 489.401 (4)(c489.401(4)(c), 489.407(3)(d) and (e), 489.1003, 489.1007 and 489.1011 of the Iowa Act.

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, neither the Directors nor any officer of 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 Directors may amend the Certificate of Organization and this Agreement without 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 4.16Members, 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 to vote on any other acts or matters or that otherwise conflict with, or are inconsistent with, this Section, including Sections 489.401 (4)(c), 489.407(3)(d) and (e), 489.1003, 489.1007 and 489.1011 of the Iowa Act.

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 Sections 4.17, 4.18, 4.19, and Section 4.184.20, the Company shall not take, or cause to be taken, any of the following acts or matters without the vote of the Class A Members, Class B Members, and Common 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 ’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 to vote on any other acts or matters or that otherwise conflict with, or are inconsistent with, this Section, including Sections 489.401 (4)(c), 489.407(3)(d) and (e), 489.1003, 489.1007 and 489.1011 of the Iowa Act.