Member Approval Rights. Except as otherwise expressly set forth in this Agreement or as required by Law, the Members shall have no right to vote on any matter and hereby expressly waive any right to vote that can be waived.
Member Approval Rights. (a) Except as expressly contemplated by this Agreement or any of the other Transaction Agreements, the Company shall take no action (including any action by the Board or any committee of the Board) after the date hereof with respect to any of the following matters without the prior written consent of HoldCo, for so long as GE’s Percentage Interest is at least 20% (calculated in accordance with Section 4.10(d)):
(i) any acquisition of, or merger, consolidation, reorganization or other business combination involving, the Company which results in a Member and its Affiliates having aggregate Percentage Interests greater than the aggregate Percentage Interests of the Comcast Members;
(ii) any acquisition (whether by merger, consolidation or otherwise) of Equity Securities or any other investment in any third-party business (including through a purchase of assets) by the Company or any of its Subsidiaries such that after giving effect to such acquisition or other third-party investment the Company and its Subsidiaries will have made acquisitions and third-party investments with an aggregate purchase price in excess of $500 million (it being understood that, to the extent that as a result of any such acquisition or other third-party investment the consolidated Debt of the Company increased or will increase, the purchase price for such acquisition or other third-party investment shall be deemed to have included or include a pro rata portion (corresponding to the percentage of the business or entity acquired pursuant to such acquisition or other third-party investment) of the value of such incremental Debt); provided that if (x) Comcast, GE or any of their respective Subsidiaries agreed, prior to the date of this Agreement, to any acquisition of Equity Securities or other investment in any third-party business in accordance with the provisions of the Master Agreement, (y) such acquisition or other third-party investment is not consummated until after the date of this Agreement and (z) the right to acquire such Equity Securities or other third-party investment is contributed to the Company or any of its Subsidiaries in accordance with the terms of the Master Agreement, then the purchase price for such acquisition or other third-party investment shall be disregarded when determining whether such $500 million threshold has been exceeded;
(iii) to the fullest extent permitted by Law, any liquidation, dissolution, winding up, commencement of or consent to bankruptcy, in...
Member Approval Rights. In addition to any other approval required by the Act or applicable law, the following matters shall require the approval of each Member:
(i) any merger or combination of the Company with another person, or any conversion, reclassification, recapitalization, or, subject to Section 18-802 of the Act, dissolution, liquidation or winding up of the Company;
(ii) any issuance, sale or buyback by the Company of limited liability company interest (as defined in the Act) (the “LLC Interests”), or any other similar transactions;
(iii) any addition to or amendment or repeal of the Certificate or this Agreement; and
(iv) approval of the procedures by which the Board shall make capital calls of the Members.
Member Approval Rights. Except as otherwise expressly set forth in this Agreement or as required by Applicable Law, the Members shall have no right to vote on any matter and hereby expressly waive any right to vote that can be waived. Notwithstanding the foregoing or any other provision of this Agreement, IHI, JGC, JBIC, and CHUBU, as Members, agree to discuss any Fundamental Issue before such matter is referred to the Board.
Member Approval Rights. Notwithstanding anything in this Agreement to the contrary, without the unanimous approval of all of the Members, the Company shall not:
(a) authorize, issue, create or reserve any Membership Interests;
(b) change the primary line of business of the Company or any Subsidiary or enter into any materially dissimilar line of business;
(c) effect a Change of Control of the Partnership;
(d) amend the Certificate or this Agreement or cause the Company to amend the AMGP Partnership Agreement;
(e) initiate bankruptcy proceedings involving the Company or any of its Subsidiaries (including the Partnership and its Subsidiaries);
(f) to the fullest extent permitted by law, liquidate, dissolve or wind up the Company or any of its Subsidiaries (including the Partnership and its Subsidiaries); or
(g) take any action, authorize or approve, or enter into any binding agreement with respect to the foregoing.
Member Approval Rights. (a) At any time prior to an Initial Public Offering, the following actions by the Company and, to the extent permitted by Applicable Law, any of its subsidiaries, shall require the prior approval (by vote or written consent) of each of the H&F Investors and the FF&L Investors (each such Member approval right is referred to herein as the “Special Member Right”), respectively:
(i) any amendment to, or waiver or modification of, the Memorandum of Association or Articles of Association of the Company or the Organizational Documents of any of its subsidiaries;
(ii) (A) the authorization, creation or issuance of any additional class or series of share capital (whether junior, pari passu or senior to the Shares issued to the Members on the date hereof) or (B) the creation or authorization of any obligation or security convertible into shares of any class or series of share capital (whether junior, pari passu or senior to such Shares);
(iii) the repurchase or redemption of any Shares;
(iv) the declaration or payment of any dividends on the Shares;
(v) any filing made seeking to adjudicate the Company as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, or other relief with respect to the Company or its debts, or any general assignment of the Company’s assets for the benefit of the Company’s creditors;
(vi) the liquidation, dissolution or winding-up of the business and affairs of the Company or consenting to any of the foregoing;
(vii) any change in the number of members constituting the Board;
(viii) any change in the corporate structure and organization of the Company or any of its foreign subsidiaries above the Acquisition Company or the U.S. or foreign tax status of the Company or any of its foreign subsidiaries above the Acquisition Company;
(ix) an initial public offering of Shares registered under the Securities Act;
(x) (A) the acquisition of the Company by another Person by means of any transaction or series of related transactions (including, without limitation, any reorganization, merger, scheme of arrangement, consolidation, recapitalization or other similar transaction) in which the Company’s members of record immediately prior to such acquisition will, immediately after such acquisition (by virtue of securities issued as consideration for the Company’s acquisition or otherwise) fail to hold at least fifty percent (50%) of the voting power of the resulting or surviving corporation or other surviving entity, as appli...
Member Approval Rights. Except as otherwise expressly set forth in this Agreement or as required by Law, the Members shall have no right to vote on any matter and hereby expressly waive any right to vote that can be waived. Without limiting the generality of the foregoing, in the event any matters are submitted to a vote of the Members, the Members holding Class B-1 Units shall have the sole right to exercise such vote, and the Members holding Class A Units or Class B-2 Units (in each case, in their capacity as such) shall not have any right to vote in respect of any such matter so submitted and the Membership Interests of such Members holding Class A Units or Class B-2 Units (in each case, in their capacity as such) shall not be taken into account when calculating Membership Interests or Membership Percentages for any matters requiring a vote or approval hereunder.
Member Approval Rights. Notwithstanding the foregoing, the Member-Manager shall not take any of the following actions without the prior written approval of each of the other Members, unless such action is specifically authorized by the Business Plan, an Acquisition Budget or an Approved Operating Budget (as such terms are defined in the Management Agreement); provided, however, that no approval shall be required from any Member which is in material breach of this Agreement (including a failure to contribute under Section 3.2):
(a) Exercise the rights of the “Owner” under the Management Agreement, including, without limitation, (i) approval of any investment prior to commencement of negotiations for a letter of intent, (ii) the execution of any purchase agreement for the acquisition of a Property, and (iii) termination of CBREI as the Manager pursuant to the terms of the Management Agreement.
(b) Modify or amend the Management Agreement.
(c) Modify the Investment Criteria of the Company.
(d) Acquire real property on behalf of the Company.
(e) Dispose of real property on behalf of the Company.
(f) Borrow money and issue evidences of indebtedness and grant security interests in assets of the Company for the benefit of the Company.
(g) Bring, defend, compromise, collect, pay, adjust, arbitrate or otherwise take any action that is reasonably valued at $25,000 or more, and exercise any remedies with respect to any receivable held by or claim available to or against the Company, for an amount of $25,000 or more.
(h) Pay Company expenses in excess of the limit set forth in Section 6.1(b) above.
(i) Approve business plans and budgets of the Company.
(j) Do any act in contravention of this Agreement.
(k) Issue any Cash Notice or make any call for Contributions whether or not in accordance with this Agreement, except for expenditures expressly included in an Acquisition Budget or Approved Operating Budget.
(l) Borrow any funds from the Company.
(m) Other than with respect to transferees of all or a portion of a Member’s Proportionate Share permitted pursuant to Article VIII below, admit new Members to the Company.
(n) Amend any economic or other material provision of this Agreement.
(o) Elect to continue the Company’s business after a Terminating Event with respect to the Member-Manager or appoint a new Member-Manager where following such event there is no remaining or surviving Member-Manager.
(p) File any voluntary petition for the Company under Title 11 of the United States Code, the Ban...
Member Approval Rights. Without limiting the generality of the foregoing, the Company shall not (and shall not permit or cause, as applicable, any of its Subsidiaries to), directly or indirectly, without the prior approval of the Members holding an aggregate greater than 66.33% of the outstanding Class A Units, Class B Units and Class C Units voting together as a class (a “Member Super Majority”):
(i) liquidate, dissolve, or effect a recapitalization or reorganization in any form of transaction (including any reorganization into a limited liability company, a partnership or any other non-corporate entity which is treated as a partnership for federal income tax purposes);
(ii) make any change in the nature of the Company and its Subsidiaries’ business such that it is materially different than the Business, including entering into the management of other lines of business;
(iii) authorize or enter into any agreement providing for the issuance (contingent or otherwise) of, or issue, any Units, other Company Interests, equity interests of any Subsidiary or any notes or debt securities containing equity features, except for (i) issuances of Units on the Effective Date as contemplated by this Agreement (including Class C Units) and (ii) issuances by a directly or indirectly wholly owned Subsidiary of the Company to the Company or a directly or indirectly wholly owned Subsidiary of the Company;
(iv) (x) change the authorized size or composition of the Board or the board of directors of any of its Subsidiaries from that set forth in Section 4.01(a) or establish any committee of the Board or the board of directors of any of its Subsidiaries except as otherwise contemplated by Section 1.01(e), (y) change the number or composition of Representatives or reallocate the associated rights to designate any Representative or (z) set or change the compensation of Representatives; or
(v) amend, waive or otherwise modify any provision of the Certificate, this Agreement or any Subsidiary’s certificate of formation or equivalent governing document.
