Member Approvals. Except where this Agreement requires the consent or approval of all of the Members, the consent or approval of the Members shall occur at such time as Members holding at least a majority of the Units in each class have given their consent or approval. Except where this Agreement requires the consent or approval of all of the Members of a class of Units, the consent or approval of Members holding a class of Units shall occur at such time as Members holding at least a majority of the Units in such class have given their consent or approval
Member Approvals. The following actions will require approval by written consent of all Members in addition to any approval required of the Board of Directors:
Member Approvals. In addition to any requirements imposed by the Act, the Company shall not take any of the following actions without the prior approval or written consent of Members holding at least eighty percent (80%) of the issued and outstanding Units:
Member Approvals. (a) Nationwide and Allied shall each take all actions necessary in accordance with applicable Law and its articles of incorporation and by-laws to convene a meeting of its Members as promptly as practicable to consider and vote upon this Agreement. Nationwide and Allied shall jointly determine a mutually satisfactory means of satisfying the notice, meeting and other Member approval requirements of applicable Law. Subject to their duties under applicable Law, each of the Board of Directors of Nationwide and the Board of Directors of Allied shall recommend that the Members of its respective company vote in favor of this Agreement and each of Nationwide and Allied shall use its best efforts to solicit proxies or ballots, as the case may be, from its Members in favor of this Agreement and shall take all other actions reasonably necessary or advisable to secure the votes of its Members which are required in order to approve this Agreement and effect the Merger. Notwithstanding anything in this Agreement to the contrary, the Board of Directors of Allied may withdraw, modify or change its recommendation that its Members vote in favor of this Agreement to the extent that (A) such Board of Directors determines in good faith that a third party has submitted to Allied an Acquisition Proposal which is a Superior Proposal, or (B) such Board of Directors determines in good faith that the failure to withdraw, modify or change such recommendation is reasonably likely to result in a breach of such Board of Director's fiduciary duties under applicable Law.
Member Approvals. 17 ---------------- Section 8.2. Pending Litigation................................... 18 ------------------ Section 8.3. Third Party Consents................................. 18 --------------------
Member Approvals. At or before the Effective Time, the Members of Medtrust holding more than two-thirds of the Membership interests shall have approved the Merger and the terms of this Agreement ("Requisite Member Approval").
Member Approvals. Certain key decisions would require the approval of the board of directors plus approval of 51% of all membership units (“Requisite Interest Approval”). Key decisions would include, but may not be limited to: (a) incurring any indebtedness for borrowed money (which would include capital leases and equipment leases) in excess of $25,000; (b) guarantying the obligations of any other Person in excess of $25,000 in the aggregate; (c) effecting any transaction, or entering into, modifying or amending any agreement between New Moly or any subsidiary, on the one hand, and any member or director or affiliate of any member or director, on the other hand; (d) making any capital call, whether associated with membership interests or any other equity interest; (e) adopting a Profits Units Plan, or create or amend any management equity, phantom equity or profit sharing pool or plan of any kind, including the Profits Units Plan; (f) raising capital from any non-member third party; (g) other than issuing approved Profits Units, effecting any issuance of any equity interests or any options, warrants or other rights to acquire, or instruments convertible into equity interests; (h) effecting any valuation of New Moly or its equity; (i) admitting any additional or substitute members; (j) making any material deviations from an Approved Budget involving (x) with respect to the capital expenditure budget, changes of more than ten percent (10%) to the total capital expenditure amount for such calendar year or (y) with respect to the operating expenditure budget, increases of more than ten percent (10%) to the total operating expense amount for such calendar year; (k) effecting any merger or consolidation of New Moly or any subsidiary of New Moly; or any sale of all or substantially all of the assets of New Moly or any subsidiary of New Moly; or undertaking an initial public offering of equity interests in New Moly; (l) acquiring all or substantially all the equity interests in or assets of any other entity involving an amount in excess of $100,000; (m) making a decision to start construction of a project; (n) making any assignment for the benefit of creditors, or file a petition for relief under bankruptcy or insolvency laws; (o) deciding to voluntarily liquidate, dissolve or wind up New Moly or any subsidiary of New Moly; or (p) effecting any amendment to the certificate, or to the charter of any subsidiary of New Moly Any amendment of the operating agreement that would directly...
Member Approvals. The Merger shall have been duly approved by the requisite vote of the Kidville Members entitled to vote thereon in accordance with the DLLCA (the “Kidville Member Approval”). In addition, this Agreement, including the Kidville Financing, shall have been approved by the requisite majority of Parent’s stockholders entitled to vote thereon, to the extent required. In the event their members and stockholders, respectively, including (in the case of Parent) by class voting, do not approve the Merger and the transactions contemplated herein, Kidville and Parent shall have no Liability to each other.
Member Approvals. Notwithstanding anything contained in this Agreement to the contrary, without the prior written consent of each Member (in its capacity as a Member), the Board shall not and shall ensure that the Company shall not and shall not permit any of its controlled Affiliates to, directly or indirectly (by amendment, merger, consolidation or otherwise):
Member Approvals. The Parent Parties shall have received a copy of the LMA Member Approval and Abacus Member Approval, each of which shall remain in full force and effect;
