Member Approval Required Sample Clauses

Member Approval Required. Subject to restrictions set forth in the Certificate of Incorporation, the Corporation may sell, lease, transfer, or dispose of all or substantially all of its property and assets, including its good will, not in the usual and regular course of its activities, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the Board considers expedient only when approved at a regular or special meeting of the Members by the affirmative vote of two-thirds (2/3) of all the Members. Notice of the meeting must be given to the Members. The notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the Corporation.
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Member Approval Required. Notwithstanding the provisions of Section 4.1 hereof, and in addition to the provisions of Articles X and XIII hereof, the following actions shall require Member Approval: (a) any modification of Capital Accounts, or modification of the manner in which Capital Accounts, or any debits or credits thereto, are computed , in each case, pursuant to the last sentence of Section 6.8 hereof, with the purpose and intent of materially adversely affecting a Member or Members; and (b) any conversion of the Company to a corporation other than for purposes of a Sale Transaction.
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Member Approval Required. All actions of the Company and the Board of Managers with respect to the managers described in Section 7.7 may only be adopted with the prior written approval of all Members .
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Member Approval Required. Notwithstanding any provisions in Section 6.1 above to the contrary, the following actions or activities must be approved by all of the Members: 6.2.1 purchase, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any Property (said Property with a fair market value of fifty thousand dollars ($50,000) or more) necessary, convenient, or incidental to the accomplishment of the purposes of the Company. For purposes of this Section, the fifty thousand dollar ($50,000) amount set forth above will change in January of each year by a percentage equal to the percentage change in the CPI, U.S. city average for all urban consumers, published each January by the Bureau of Labor Statistics, U.S. Department of Labor, utilizing the January, 1999 CPI as the base year; 6.2.2 borrow money in excess of fifty thousand dollars ($50,000.00) and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company; 6.2.3 execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, bill of sale, contract, or other instrument purporting to convey or xxxxmber all or substantially all of the Company Property; 6.2.4 prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the Company Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Company Property; 6.2.5 institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company or the Members in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith, if said lawsuit or other judicial or administrative proceeding has a proposed award or damage claim of fifty thousand dollars ($50,000) or more. For purposes of this Section, the fifty thousand dollar ($50,000) amount will change in January of each year by a percentage equal to the percentage change in the CPI, U.S. city average for all urban consumers, published each January by the Bureau of Labor Statistics, U.S. Department of Labor, utilizing the January, 1999 CPI as the base year; 6.2.6 approve the Company's annual strategic plan; 6.2.7 negotiate, approve and execute any and all managed care plans, provider a...
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Member Approval Required. Except as specifically provided herein, with the approval of the Members, the LLC may take any action with respect to: (a) the sale of all or substantially all of the LLC’s assets;
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Member Approval Required. Notwithstanding anything in this Agreement to the contrary, and in addition to any other restrictions contained herein, from and after the Closing Date the prior written consent of each and every Member shall be required for any action within the scope of any of the following, and the CEO shall not take such action until the required consent has been obtained: (a) The sale of all or substantially all of the assets of the Company; (b) Any merger or consolidation to which the Company is a party; (c) The issuance of any additional Membership Interests or the admission of any new Member except as otherwise specifically provided herein; (d) The payment of any Distribution other than as provided in Section 4.7(b) of this Agreement; (e) Any amendment to the certificate of formation of the Company; (f) The acquisition of the assets of, or any stock, partnership or membership interests or other equity, debt or convertible debt interests in, any other Person (excluding publicly tradeable securities held by the Company in the ordinary course of business and the acquisition by the Company of equipment, inventory, supplies and other assets in the ordinary course of business); (g) Any redemption of all or any portion of any Membership Interest except as otherwise specifically provided in this Agreement; (h) Granting an Encumbrance in any assets of the Company, other than purchase money security interests granted with respect to the acquisition of equipment in the ordinary course of business; (i) Incurring any indebtedness for borrowed money greater than Fifty Thousand Dollars ($50,000) in the aggregate, other than drawdowns under the line of credit established pursuant to Section 6.4 hereof to pay agreed budgeted expenses; (j) Incurring or assuming any obligation or liability, or entering into any binding commitment to incur or assume any obligation or liability, other than in the ordinary course of business; (k) Entering into any contract or commitment for the purchase of material, supplies or equipment involving a payment or series of payments in excess of Fifty Thousand Dollars ($50,000) or that continue for a period greater than six months, other than: (i) equipment leases or purchase agreements entered into in the ordinary course involving payments of less than Ten Thousand Dollars ($10,000) per lease per year, and (ii) purchases on behalf of clients for which the Company has a right of reimbursement from such client; (l) Making any loan to, or acting as guarantor ...
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Member Approval Required. Except as specifically provided herein, the Members holding a majority of the outstanding Membership Units must approve: (a) the sale, lease, exchange or other disposition of all or substantially all of the LLC’s assets in a single transaction; or (b) a transaction, not expressly permitted by this Agreement or the Memorandum, involving a conflict of interest between the Manager and the LLC. Either the approval of the Members holding a majority of the outstanding Membership Units or the sole action of the Manager is required to terminate the LLC prior to the expiration of its term.
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Related to Member Approval Required

  • Approval Required This Agreement shall not become effective or binding until approved by the City of Meridian.

  • Prior Approval Required Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

  • Vote/Approval Required No vote or consent of the holders of any class or series of capital stock of Parent is necessary to approve this Agreement or the Merger or the transactions contemplated hereby. The vote or consent of Parent as the sole stockholder of Merger Sub (which shall have occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of capital stock of Merger Sub necessary to approve this Agreement or the Merger or the transactions contemplated hereby.

  • Member Approval The “vote” or “approval” of the Members shall mean approval by a majority percentage of Membership Interest. Members shall vote or approve by their percentage interest as shown on Exhibit A of this Agreement. No annual or regular meetings of the Members are required. However, if such meetings are held, such meetings shall be noticed, held and conducted pursuant to the Act.

  • No Consent or Approval Required No consent, approval, authorization or order of, or filing, registration or qualification with, any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties or assets is required for the issue and sale of the Shares, the execution, delivery and performance of this Agreement by the Company, the consummation of the transactions contemplated hereby, the application of the proceeds from the sale of the Shares as described under “Use of Proceeds” in the Registration Statement and the Prospectus, except for (i) the registration of the Shares under the Securities Act; (ii) such consents, approvals, authorizations, orders, filings, registrations or qualifications as may be required under the Exchange Act, and applicable state or foreign securities laws and/or the bylaws and rules of the Financial Industry Regulatory Authority (the “FINRA”) in connection with the sale of the Shares by the Agent; and (iii) the inclusion of the Shares on the Nasdaq Capital Market (the “Exchange”).

  • Board Approval; Vote Required (a) The BCAC Board, by resolutions duly adopted by majority vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Transactions are fair to and in the best interests of BCAC and its stockholders, (ii) approved this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the stockholders of BCAC approve and adopt this Agreement and Transactions (including the Merger), and directed that this Agreement and the Transactions (including the Merger), be submitted for consideration by the stockholders of BCAC at the BCAC Stockholders’ Meeting. (b) The only vote of the holders of any class or series of capital stock of BCAC necessary to approve the Transactions is the affirmative vote of the holders of a majority of the outstanding shares of BCAC Common Stock (the “BCAC Stockholder Approval”). (c) The Merger Sub Board, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of Merger Sub and its sole stockholder, (ii) approved and adopted this Agreement and the Transactions (including the Merger) and declared their advisability, (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Transactions (including the Merger) and directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by the sole stockholder of Merger Sub. (d) The only vote of the holders of any class or series of capital stock of Merger Sub is necessary to approve this Agreement, the Merger and the other Transactions is the affirmative vote of the sole stockholder of Merger Sub.

  • Shareholder Approvals (a) Each of Peoples and Limestone shall take all action necessary in accordance with applicable law and their respective organizational documents to duly call, give notice of, convene and, as soon as practicable after the Registration Statement is declared effective, hold a meeting of its shareholders and, except as otherwise provided herein, use its reasonable best efforts to take such other actions necessary to obtain the relevant shareholder approvals, in each case as promptly as practicable for the purpose of obtaining the Requisite Peoples Vote and the Requisite Limestone Vote. Each party shall cooperate and keep the other party informed on a current basis regarding its solicitation efforts and voting results following the dissemination of the Joint Proxy Statement/Prospectus to the shareholders of each party. Each member of the Limestone Board shall have executed and delivered to Peoples a Support Agreement concurrently with the execution of this Agreement. (b) Except in the case of an Acceptance of Superior Proposal permitted by Section 6.06, Limestone shall solicit, and use its reasonable best efforts to obtain, the Requisite Limestone Vote at the Limestone Meeting. Subject to Section 6.06(d), Limestone shall (i) through the Limestone Board, recommend to its shareholders adoption of this Agreement (the “Limestone Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. Limestone hereby acknowledges its obligation to submit this Agreement to its shareholders at the Limestone Meeting as provided in this Section 6.02. If requested by Peoples, Limestone will engage a proxy solicitor, reasonably acceptable to Peoples, to assist in the solicitation of proxies from shareholders relating to the Requisite Limestone Vote. (c) Peoples shall solicit, and use its reasonable best efforts to obtain, the Requisite Peoples Vote at the Peoples Meeting. Peoples shall (i) through the Peoples Board, recommend to its shareholders adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein, as required by this Section 6.01(c) (the “Peoples Recommendation”), and (ii) include such recommendation in the Joint Proxy Statement/Prospectus. The Peoples Board shall at all times prior to and during the Peoples Meeting recommend the approval and adoption of this Agreement and the transactions contemplated herein by the shareholders of Peoples and any other matters required to be approved by Peoples’ shareholders for consummation of the Merger and the transactions contemplated herein and shall not withhold, withdraw, amend, modify, change or qualify such recommendation in a manner adverse in any respect to the interests of Limestone or take any other action or make any other public statement inconsistent with such recommendation.

  • Stockholder Approvals Each of the Company Stockholder Approval and the Parent Stockholder Approval shall have been obtained.

  • HSR Approval The applicable waiting period under the HSR Act shall have expired or been terminated.

  • NO VIOLATION OF SHAREHOLDER APPROVAL REQUIREMENT The issuance of the Put Shares shall not violate the shareholder approval requirements of the Principal Market.

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