Member Actions. Each of the following actions shall require the approval of a majority of the Percentage Interest of the Members entitled to vote:
(a) sale or issuance of any Units;
(b) sale, assignment, pledge, mortgage or other encumbering of any of the Company’s property except for sales of supplies and other current assets in the ordinary course of the Company’s business;
(c) borrowing money in the name of the Company other than incurring accounts payables, trade payables and other similar payables in the ordinary course of the Company’s business;
(d) entering into a merger, consolidation or similar transaction;
(e) entering into any partnership, joint venture or similar relationship;
(f) amending this Agreement or the Certificate of Formation of the Company (the “Certificate”);
(g) dissolving the Company;
(h) taking any other action which this Agreement or the Act expressly provides for the approval of the Member(s); and
(i) agreeing to or obligating the Company to do any of the foregoing.
Member Actions. Subject to applicable Legal Requirements, the Members shall themselves do and pass, and/or cause Nevada JV and its subsidiaries at all times thereafter to do and pass, or cause to be done and passed in a timely manner without undue delay, all such acts, meetings, resolutions and company actions including amendment of the Certificate of Formation or other organizational documents, and from time to time execute and deliver or cause to be executed and delivered such documents, instruments and agreements as may be required under applicable Legal Requirements or as may be necessary or advisable in the reasonable opinion of any Member, to give effect to and to be responsive to and consistent with the terms and provisions of this Agreement, and to resolutions Approved by Nevada JV and its subsidiaries so that the Members and Nevada JV and its subsidiaries will become subject to all of the obligations and liabilities expressed to be imposed upon them respectively hereunder and the intentions of the Members expressed hereunder can be implemented. The Members agree to attend duly called meetings and vote their Membership Interests and otherwise to act in every manner permitted under applicable Legal Requirements, to cause Nevada JV and its subsidiaries to act in the manner provided for herein and in the manner set forth in duly Approved resolutions of the Board and to give effect to the provisions of this Agreement and its purpose and intent, and to the extent necessary and permitted by Legal Requirements, to cause the Certificate of Formation or other organizational documents to be adapted and/or amended or supplemented, if necessary, to permit the provisions hereof to be implemented in accordance with the terms of this Agreement. The Members shall, subject to applicable Legal Requirements, vote their Membership Interests consistent with actions taken or advice given by the Board in accordance with the provisions of this Agreement or any provision of this Agreement when any matter is presented for a vote of the Members, and the Members shall cause their nominee Managers to support and implement all proposals brought before them consistent with actions taken or advice given by the Board or any provision of this Agreement. The Members, so long as any of their nominees are Managers, agree to cause their nominees to attend duly called meetings and, to the extent that they are permitted by applicable Legal Requirements to do so, to cause their nominees to act and vote a...
Member Actions. The Member shall have the power to exercise any and all rights and powers granted to the Member pursuant to the express terms of this Agreement. The Member shall have the power to act for and on behalf of, and to bind, the Company.
Member Actions. Any action required or permitted to be taken at a meeting of the sole Member shall be considered validly taken if evidenced by one or more written consents describing the action to be taken and signed by such Member.
Member Actions. Notwithstanding any other provisions of this Agreement, if all of the Members shall hold a meeting at any time and place, such meeting shall be valid without call or notice, and any lawful action taken at such meeting shall be the action of the Members. Any action required or permitted to be taken by the Members at a meeting may be taken without a meeting if consent in writing, describing the action taken, is signed by all of the Members. Any such written consent shall be included in the Company's records of meetings. Meetings of the Members may be held by conference telephone or by any other means of communication by which all participants can hear each other simultaneously during the meeting, and such participation shall constitute presence in person at the meeting.
Member Actions. Subject to Section 6.1.2(a), each of the Members and the Company shall take all action within their respective power (including having their Interest in the Company represented in person or by proxy at all meetings of the Members, voting their Interest, acting by written consent, and using all reasonable efforts to cause any Manager designated by such Member, if any, not to take any action inconsistent with this Agreement) required to cause the Board at all times to consist of the number of Managers set forth in this Section 6.1.2 and to elect the Intrexon Designees and the Investor Designees, if any.
Member Actions. As to any matter by which this Agreement, the DLLCA or any other provision of applicable Law requires the vote or consent of Members, such vote may be obtained (a) at any meeting of the applicable Members convened by the Board, any Capital Unitholder holding at least ten percent (10%) of the total outstanding Capital Units, or any Lead Investor by providing not less than five (5) Business Days’ prior notice to those Members entitled to vote or consent to such matter, or (b) by a written consent signed by a majority of the Members entitled to vote or consent to such matter, provided that a copy of any such consent which is not signed by all of such Members shall be provided to all Members entitled to vote or consent to such matter who did not sign the consent.
Member Actions. The following matters in particular shall be determined by the unanimous affirmative vote, approval or consent of the Members:
(a) any amendment to this Agreement or to the Articles of Organization of the Company;
(b) the issuance of any additional Interests or, in connection with the transfer/assignment of an Interest, the admission of any additional or substitute Members and the terms and conditions of, and time for, such admissions as well as the amount of the Capital Contribution of the additional Member(s);
(c) authorizing a Member or a non-member Manager to do any act that contravenes this Agreement or any amendment to this Agreement;
(d) any merger or consolidation of or involving the Company;
(e) any sale, exchange, lease, conveyance or other transfer or disposition of all, or substantially all, of the assets of the Company;
(f) a change in name of the Company;
(g) engaging in a business other than as provided for in this Agreement or as originally determined by the Initial Member;
(h) adoption of underwriting guidelines rules and practice, including the appropriate methodology for allocating written premium between property and boiler and machinery coverages; and
(i) approval of any annual budget, strategic plan or business plan for the Company and any material changes thereto. The following matters in particular shall be determined by the affirmative vote, approval or consent of at least Two-Thirds in Interest of the Member; or if the number of Members at the time a matter is to be voted on is less than three, by the unanimous affirmative vote, approval or consent of the Members:
(a) appointment or removal of the President and Chief Executive Officer
(b) creation of executive compensation and employee benefit programs
(c) payment of distributions to the Members (except distributions in connection with the Related Agreements, routine year-end distributions as provided herein and distributions in connection with the dissolution and winding up of the Company);
(d) the withdrawal of a Member;
(e) the assignment of any of the property of the Company in trust for the benefit of creditors, or the making or filing, or acquiescence in making or filing by any other person, of a petition or other action requesting the reorganization or liquidation of the Company under the bankruptcy laws; and
(f) decisions regarding any capital expenditure or capital project in excess of One Million Dollars ($1,000,000);
(g) decisions regarding borrowing, finance leases, or...
Member Actions. The right and power of the Members to vote and act shall be strictly limited to (i) those actions expressly provided for in this Agreement, (ii) those actions set forth on Schedule 2, and (iii) those actions under applicable law that cannot be determined by the Board acting alone and as to which the Members are required to vote and act. Any vote or act of the Members shall require the consent of Members holding that percentage of the then-outstanding voting Shares (as defined below) set forth on Schedule 2, which may be given at a meeting of the Members or by written consent. Each Member shall have the reasonable right to inspect and review the books and records of the Company on reasonable notice to the Board.
Member Actions. Subject to Section 6.1.2(a), each of the Members and the Company shall take all action within their respective power (including having their Interest in the Company represented in person or by proxy at all meetings of the Members, voting their Interest, acting by written consent, and using all reasonable efforts to cause any Manager designated by such Member, if any, not to take any action inconsistent with this Agreement) required to cause the Board at all times to consist of the number of Managers set forth in this Section 6.1.2 and to elect the Crosswinds Designees and the FNHC Designees, if any.
