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. (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.
(b) As soon as practicable after the date hereof, Nationwide and Allied shall each prepare, and each of Nationwide and Allied shall use its best efforts to have the Ohio Superintendent and the Iowa Commissioner approve, their respective notices of meetings (the "Meeting Notices") setting forth the time, place and purpose of the Members' meetings called for the purpose of approving the Merger, which Meeting Notices shall include a copy of this Agreement and a summary thereof, if required. Promptly after receipt of approval by the Ohio Superintendent and the Iowa Commissioner of the applicable Meeting Notice, (i) Nationwide shall, as soon as practicable after the date hereof, comply with the provisions of Section 3941.37 of the Ohio Insurance Law, (ii) Allied shall, as soon as practicable after the date hereof, comply with the provisions of Section 521.12 et. seq. of the Iowa Insurance Law, and (iii) both parties shall prom...
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:
(a) Approval of any amendment to this Agreement other than amendments expressly permitted to be made by the Board of Directors pursuant to this Agreement;
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:
(a) materially alter the nature and scope of the business of the Company, or create or hold ownership interests in any Subsidiary whose business is substantially unrelated to that of the Company;
(b) effect any liquidation, dissolution or winding up of the Company or any of its Subsidiaries, in each case, unless required by applicable Law (it being understood that a Drag Transaction consummated in accordance with Section 12.05 shall not be subject to this Section 4.03(b));
(c) enter into any transaction with an Affiliate of the Company or any Member which is not on arm’s-length terms;
(d) redeem, purchase, or otherwise acquire any Units, except for any redemption, purchase, or other acquisition of Units on a pro rata basis or as otherwise provided herein;
(e) admit any new Member (other than in the case of Permitted Transferees or Persons that are issued Excluded Units) to the Company or take or otherwise accept any additional Capital Contributions from any Member subsequent to such Member’s admission as a Member of the Company (other than pursuant to Section 3.04);
(f) materially amend or alter the terms of, or waive any of the Company’s or the Members’ rights or powers with respect to or under, the Ramguard Purchase Agreement or, following its execution and delivery, the Ramguard Note and Pledge Agreement, in a manner that is material and adverse to the Company or the Members; or
(g) incur or guarantee any indebtedness for borrowed money of the Company in excess of One Million Dollars ($1,000,000), except for the Ramguard Note and Pledge Agreement, capital leases, trade debt or otherwise in the ordinary course of business. The Managing Member shall provide the Members advance written notice of the Company’s intention to make any decision or take any action set forth in this Section 4.03.
Member Approvals. The following actions will require approval by written consent of each Member in addition to any approval required of the Board of Directors:
(a) Approval of any amendment to this Agreement other than amendments expressly permitted to be made by the Board of Directors pursuant to this Agreement;
(b) Transfer of a Membership Interest (except as expressly permitted by this Agreement) or the admission of any Person as a Member (except for a transferee pursuant to a transfer expressly permitted by this Agreement);
(c) Approval of any amendment to the Company’s Articles of Organization; and
(d) Except as provided in this Section 7.8, no act of the Company requires the unanimous consent of the Member. Accordingly, except as provided in this Section 7.8, wherever the Act would otherwise require unanimous consent of the Members to approve or take any action, such consent shall not be required.
Member Approvals. (a) BCNEPA agrees that it shall, subject to and in accordance with its Organizational Documents and applicable Law, give notice of, convene and hold within sixty (60) days following the date of this Agreement a meeting of its members for the purpose of voting to adopt this Agreement and the Plan of Merger (the “Member Approval”).
(b) Highmark Health shall take all such additional action as shall be necessary as the sole member of Highmark to approve any change to this Agreement required under the PaNCL.
Member Approvals. The Member Approval with respect to BCNEPA’s members shall have been received.
Member Approvals. The parties shall have obtained the Member Approvals.
Member Approvals. Each of the Required XxxxxXxxxxxx.xxx Member Approval and the Required Xxxxxxxxxxxx.xxx Member Approval shall have been obtained.
Member Approvals. Immediately after the execution of this Agreement, Merger Sub shall obtain the written consent of Purchaser (in its capacity as the sole stockholder of Merger Sub) irrevocably approving the consummation of the transactions contemplated by this Agreement, including the Merger.
