Members Actions Sample Clauses

Members Actions. No Member shall do anything whereby the capital or the property of the Joint Venture may be attached, taken in execution, or otherwise impaired, and each Member punctually shall pay its separate debts and indemnify the other Member against any losses or damages incurred as a result of separate debts of the Member. Any expenses incurred by the Joint Venture in defending or meeting obligations of an individual Member shall be chargeable to that individual Member.
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Members Actions. The Members shall meet annually (an “Annual Meeting”) at such time and place designated by the Lead Manager and noticed to the Members at least thirty [30] days in advance. Except for any consent of a group of Members expressly and specifically provided in this Agreement (for example, the consent of any Person required under Section 5.1(c) or Section 13.2), no Member shall have any right to vote on, approve or consent to the taking of any action by or on behalf of NGR Management. Notwithstanding anything in this Section 5.8 or elsewhere in this Agreement to the contrary, and without limiting the first sentence of this Section 5.8, except as expressly provided in this Agreement, the vote, consent and approval of Members is being waived to the greatest extent permitted by the Delaware Act, such that wherever the Delaware Act permits actions to be taken without the vote, consent or approval of “members” (as defined therein), or any group or class of members, this Agreement shall be construed to have otherwise provided that such vote, consent or approval may be made solely by the Board, without the need for any vote, consent or approval of any Members, group of Members or class of Members. The actions, approvals, consents, designations and appointments by the Members (or a subset of Members (e.g., the Majority Holders, Specified Initial Interest Holders and/or the Significant Interest Holders)) required or permitted under this Agreement may be taken (a) at a meeting called by the Board on at least 24 hours prior written notice to each Member entitled to vote on such matter, which notice shall state the purpose or purposes for which such meeting is being called, or (b) by written consent without a meeting or a vote (or advance notice thereof), so long as such consent is signed by Members holding at least the required number of Membership Interests to approve or consent to such matter, to make such appointment or designation, or to take such action under this Agreement. Any defect in providing notice of any meeting or of any action by written consent may be cured if the affected Member signs a written waiver of such defect. Prompt notice of any action taken by written consent shall be given to all Members that would have been entitled to vote on any matter had it been considered at sucha meeting. Except as otherwise expressly and specifically provided in this Agreement, the Members shall vote their Membership Interests together as a single class on any matters r...
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Members Actions. Except as expressly and specifically provided in this Agreement (including pursuant to Section 6.1(b) or the consent of any Person required under Section 13.1), no Member shall have any right to vote on, approve or consent to any matter of the Company. Except as expressly set forth in this Agreement, the vote, consent and approval of Members is being waived by the Members (on their behalf and any Substituted Member or Assignee) to the greatest extent permitted by the Delaware Act such that wherever the Delaware Act permits actions to be taken without the vote, consent or approval of Members, any group of members or class of members, this Agreement shall be construed to have otherwise provided that such vote, consent or approval may be made by the Board (subject to Section 6.1(b)) without the vote, consent or approval of any Members, group of Members or class of Members.
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Members Actions. Wherever an act under the Agreement is required to be done by the Members as a group or a waiver is to be granted by the Members as a group, the signatures of three (3) out of the four (4) members shall constitute action for or on behalf of all of the Members.
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Members Actions. Except as expressly and specifically provided in this Agreement (e.g., the consent of any Member required under Section 11.2 and the rights of the K1 Investor to approve certain transactions pursuant to Section 5.1(b) or in respect of an Approved Sale pursuant to Section 8.3(a)), the Members hereby waive any right to vote on, consent to or approve any matter or action to the greatest extent permitted by the Delaware Act such that wherever the Delaware Act permits actions to be taken with the vote, consent or approval of Members, any group of Members or class of Members, this Agreement shall be construed to have otherwise provided that such vote, consent or approval may be made by the Board without the vote, consent or approval of any Members, group of Members or class of Members. Any action, approval or consent by the Members (or a subset of Members) expressly required or permitted by this Agreement may be taken (a) at a meeting called by the Board or by Members holding at least a majority of the Units entitled to approve or consent on such matter on at least 24 hours prior written notice to each Member entitled to approve or consent to such matter, which notice shall state the purpose or purposes for which such meeting is being called, or (b) by written consent without a meeting so long as such consent is signed by Members holding at least a majority of all Units entitled to approve or consent to such matter. Any defect in providing notice of any meeting or of any action by written consent may be cured if the affected Members waive such defect. Notwithstanding anything in this Section 6.3 to the contrary, the K1 Investor (to the exclusion of all other Members) shall have the exclusive right to vote on any approval of “parachute payments” pursuant to the shareholder approval exceptions contemplated by §280G and §4999 of the Code in any circumstance under which the income tax regulations promulgated under the Code require such approval to be made by a vote of the Company’s Members.
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Related to Members Actions

  • CLASS ACTIONS The Custodian shall use its best efforts to identify and file claims for the Fund(s) involving any class action litigation that impacts any security the Fund(s) may have held during the class period. The Trust agrees that the Custodian may file such claims on its behalf and understands that it may be waiving and/or releasing certain rights to make claims or otherwise pursue class action defendants who settle their claims. Further, the Trust acknowledges that there is no guarantee these claims will result in any payment or partial payment of potential class action proceeds and that the timing of such payment, if any, is uncertain. However, the Trust may instruct the Custodian to distribute class action notices and other relevant documentation to the Fund(s) or its designee and, if it so elects, will relieve the Custodian from any and all liability and responsibility for filing class action claims on behalf of the Fund(s). In the event the Fund(s) are closed, the Custodian shall only file the class action claims upon written instructions by an authorized representative of the closed Fund(s). Any expenses associated with such filing will be assessed against the proceeds received of any class action settlement.

  • Actions Each Lender hereby appoints National City as its Agent under and for purposes of this Agreement, the Notes and each other Loan Document. Each Lender authorizes the Agent to act on behalf of such Lender under this Agreement, the Notes and each other Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the Agent (with respect to which the Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such powers hereunder and thereunder as are specifically delegated to or required of the Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental thereto. Each Lender hereby indemnifies (which indemnity shall survive any termination of this Agreement) the Agent, pro rata according to such Lender’s Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever which may at any time be imposed on, incurred by, or asserted against, the Agent in any way relating to or arising out of this Agreement, the Notes and any other Loan Document, including reasonable attorneys’ fees, and as to which the Agent is not reimbursed by the Borrower; provided, however, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final proceeding to have resulted solely from the Agent’s gross negligence or willful misconduct. The Agent shall not be required to take any action hereunder, under the Notes or under any other Loan Document, or to prosecute or defend any suit in respect of this Agreement, the Notes or any other Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Agent shall be or become, in the Agent’s determination, inadequate, the Agent may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity is given.

  • Company Actions (a) On the date the Offer Documents are filed with the SEC, the Company shall file or cause to be filed with the SEC a Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer (together with all exhibits, amendments and supplements thereto, the “Schedule 14D-9”) that, subject to Section 5.4(e)(i), shall contain and reflect the Company Board Recommendation. The Company hereby consents to the inclusion of the Company Board Recommendation in the Offer Documents and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to holders of Shares. The Company hereby agrees to take all steps necessary to cause the Schedule 14D-9 to be prepared and filed with the SEC and disseminated to the Company’s shareholders, in each case as and to the extent required by applicable Law. Each of Parent and Purchaser shall promptly furnish to the Company in writing all information concerning Parent and Purchaser that may be required by applicable Law or reasonably requested in connection with any actions contemplated by this Section 1.2(a). The Company agrees to provide Parent, Purchaser and their counsel reasonable opportunity to review and comment on the Schedule 14D-9 prior to the filing thereof with the SEC, and the Company shall give reasonable and good faith consideration to any comments made by Parent, Purchaser and their counsel. Each of the Company, Parent and Purchaser agrees to promptly correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect. The Company further agrees to take all steps necessary to cause the Schedule 14D-9, as so corrected, to be filed with the SEC and disseminated to the Company’s shareholders, in each case as and to the extent required by applicable Law. Upon receipt of any written or oral comments received by the Company or its counsel from the SEC or its staff with respect to the Schedule 14D-9, the Company agrees to: (i) promptly provide Parent, Purchaser and their counsel with a copy of any such written comments (or a description of any such oral comments); (ii) provide Parent, Purchaser and their counsel a reasonable opportunity to comment on any proposed response thereto, and give reasonable and good faith consideration to any such comments made by Parent, Purchaser and their counsel; and (iii) promptly provide Parent or Purchaser with copies of any written comments or responses submitted by the Company in response thereto.

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