Common use of Member Consent Required for Extraordinary Matters Clause in Contracts

Member Consent Required for Extraordinary Matters. Notwithstanding anything herein to the contrary, the Board will not take any action without approval of the Members with respect to an extraordinary matter that would have, or would reasonably be expected to have, a material effect, directly or indirectly, on the Members’ interests in the Company. The type of extraordinary matter referred to in the prior sentence shall include, but not be limited to, the following: (i) commencement of any action relating to bankruptcy, insolvency, reorganization or relief of debtors by the Company or any Group Member; (ii) a merger, consolidation, recapitalization or similar transaction involving the Company, the Partnership or any material Subsidiary of the Partnership; (iii) a sale, exchange or other transfer not in the ordinary course of business of a substantial portion of the assets of the Company or any Group Member, viewed on a consolidated basis, in one or a series of related transactions; (iv) the issuance or repurchase of any equity interests in the Company, (v) a dissolution or liquidation of the Company or any Group Member; (vi) for so long as the Company holds “Incentive Distribution Rights” (as defined in the Partnership Agreement), a temporary or permanent reduction by the Company of the amount of “Incentive Distributions” (as defined in the Partnership Agreement) that would otherwise be distributed to the holders of the Incentive Distribution Rights; and (vii) a material amendment of the Partnership Agreement. An extraordinary matter will be deemed approved by the Members if the Board receives a written, facsimile or electronic instruction evidencing such approval from Members. To the fullest extent permitted by Applicable Law, a Director, acting as such, shall have no duty, responsibility or liability to the Members with respect to any action by the Board approved by the Members.

Member Consent Required for Extraordinary Matters. Notwithstanding anything herein to the contrary, the Board will not take any action without approval of the Members representing a Majority Interest with respect to an extraordinary matter that would have, or would reasonably be expected to have, a material effect, directly or indirectly, on the Members’ interests in the Company. The type of extraordinary matter referred to in the prior sentence which requires approval of the Members representing a Majority Interest shall include, but not be limited to, the following: (i) commencement of any action relating to bankruptcy, insolvency, reorganization or relief of debtors by the Company Company, the Partnership or any Group Membera material Subsidiary thereof; (ii) a merger, consolidation, recapitalization or similar transaction involving the Company, the Partnership or any a material Subsidiary of the Partnershipthereof; (iii) a sale, exchange or other transfer not in the ordinary course of business of a substantial portion of the assets of the Company Partnership or any Group Membera material Subsidiary of the Partnership, viewed on a consolidated basis, in one or a series of related transactions; (iv) the issuance or repurchase of any equity interests in the Company, (v) a dissolution or liquidation of the Company or any Group Memberthe Partnership; (vi) for so long as the Company holds “Incentive Distribution Rights” (as defined in the Partnership Agreement), a temporary or permanent reduction by the Company of the amount of “Incentive Distributions” (as defined in the Partnership Agreement) that would otherwise be distributed to the holders of the Incentive Distribution Rights; and (vii) a material amendment of the Partnership Agreement. An extraordinary matter will be deemed approved by the Members representing a Majority Interest if the Board receives a written, facsimile or electronic instruction evidencing such approval from MembersMembers representing a Majority Interest. To the fullest extent permitted by Applicable Lawlaw, a Director, acting as such, shall have no duty, responsibility or liability to the Members with respect to any action by the Board approved by the Members.the