Common use of Power and Authority of Board Clause in Contracts

Power and Authority of Board. (a) The Company shall be managed by a Board of Managers (the “Board”). The Company shall initially have three (3) managers (each, a “Manager” and, collectively, the “Managers”). (b) Subject to Section 5.1(c), Rice Energy shall have the right to designate each of the three (3) Managers, which Managers currently are Xxxxxx X. Xxxx XX, Xxxx X. Xxxx and Xxxxxx X Xxxx III. Xxxx Energy shall also have the right to remove any Manager with or without cause. In the event that any Manager of the Company is removed or ceases to serve as a Manager of the Company during such Manager’s term of office, the resulting vacancy shall only be filled by Rice Energy. Managers need not be Members or residents of the State of Delaware. A Manager must be a natural person. (c) Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in the Board, and the Members shall have no right of control over the business and affairs of the Company. In addition to the powers now or hereafter granted to managers under the Act or which are granted to the Board under any other provision of this Agreement, the Board shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Company in the name of the Company. (d) Notwithstanding the foregoing, the Company (and the officers, authorized persons, employees, and agents acting on behalf of the Company) shall not, either acting on its own behalf or when acting as controlling equity-holder of any of its subsidiaries (and the officers, authorized persons, employees, and agents acting on the Company’s behalf in such capacity) permit such subsidiaries to, do any of the things described in this Section 5.1(d) without the consent of the Board (it being agreed that the below items are not intended to be an exclusive statement of all of the actions of the Board that require prior approval of the members of the Board, and such provisions are in addition to any and all other requirements imposed by other provisions of this Agreement or applicable law): (i) approve, agree or consent to or make or enter into any agreement, transaction or take any other action the effect of which is to cause, any fundamental change in the Company or any of its subsidiaries, or their respective businesses, including the following: (A) any material change in the Company’s or any of its subsidiaries’ operating strategies; (B) any merger or consolidation or amalgamation, or liquidation, winding-up or dissolution, or Transfer of, in one transaction or a series of transactions, all or any material part of their respective businesses or Properties, whether now owned or hereafter acquired; or (C) the institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent to the institution of bankruptcy or insolvency proceedings or the filing of a petition or consent to a petition seeking reorganization or relief under any applicable federal or state law relating to bankruptcy, or the consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official, or an assignment for the benefit of creditors, or, except as may be required by any fiduciary obligation of the Board or as may be required by applicable law, the admission in writing of inability to pay debts generally as they become due, or any corporate action in furtherance of any such action; (ii) issue any Company Interest or any equity interest in any of its subsidiaries or repurchase any Company Interest or any equity interest in any of its subsidiaries or otherwise call for payment upon any outstanding subscription or other funding by the Members; (iii) incur, create, authorize, issue, assume or suffer to exist any debt or any liens related thereto; (iv) create subsidiaries or make additional contributions or investments in any subsidiaries; (v) sell, lease or Transfer, directly or indirectly (including by way of any farm-out), any assets; (vi) enter into or modify in any material respect any (A) contract to sell or market hydrocarbons, or (B) hedge, swap, futures, option, or other derivative transactions or contracts; (vii) designate (or otherwise form, empower or delegate any responsibility to) any committee of the Board; (viii) make any determination of Distributable Funds or otherwise make, except as required by Section 4.3, distributions to the Members; or (ix) take any other action required or permitted hereunder to be taken by the Board. (e) The Board may hold such meetings at such place and at such time as it may determine. Notice of a meeting shall be served not less than 24 hours before the date and time fixed for such meeting by confirmed facsimile or other written communication or not less than three days prior to such meeting if notice is provided by overnight delivery service. Notice of a meeting need not be given to any Manager who signs a waiver of notice or provides a waiver by electronic transmission or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, either prior thereto or at its commencement, the lack of notice to such Manager. A special meeting of the Board may be called by any member of the Board. Any member of the Board may participate in a meeting by conference telephone or similar communications equipment. Any action required or permitted to be taken by the Board may be taken without a meeting if such action is evidenced in writing and signed by Managers representing a majority of the entire Board. At any meeting of the Board, the presence in person or by telephone or similar electronic communication of Managers representing at least a majority of the Board shall constitute a quorum. (f) Each Manager serving on the Board shall have one vote on any Company matter. Except as otherwise provided in this Agreement, the business of the Company presented at any meeting of the Board shall be decided by a vote of Managers representing a majority of the entire Board. (g) In accomplishing all of the foregoing and in fulfilling its obligations pursuant to this Agreement, the Board may, in its sole discretion, retain or use any Company Affiliates’ personnel, properties and equipment or the Board may hire or rent those of third parties and may employ on a temporary or continuing basis outside accountants, attorneys, consultants and others on such terms as the Board deems advisable. No Person, firm or corporation dealing with the Company shall be required to inquire into the authority of the Board to take any action or make any decision.

Power and Authority of Board. (a) The Company shall be managed by a Board of Managers (the “Board”). The Company shall initially have three (3) managers (each, a “Manager” and, collectively, the “Managers”). (b) Subject to Section 5.1(c), Rice Energy NGP shall have the right to designate each of the three (3) Managers, which Managers currently are Xxxxxx X. Xxxx XXXxxxx Xxxxxxxxx, Xxxx X. Xxxx Xxxxx Xxxxxx, and Xxxxxx X Xxxx IIIXxxxxxx Xxxx. Xxxx Energy NGP shall also have the right to remove any Manager with or without cause. In the event that any Manager of the Company is removed or ceases to serve as a Manager of the Company during such Manager’s term of office, the resulting vacancy shall only be filled by Rice EnergyNGP. Managers need not be Members or residents of the State of Delaware. A Manager must be a natural person. (c) Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in the Board, and the Members shall have no right of control over the business and affairs of the Company. In addition to the powers now or hereafter granted to managers under the Act or which are granted to the Board under any other provision of this Agreement, the Board shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Company in the name of the Company. (d) Notwithstanding the foregoing, the Company (and the officers, authorized persons, employees, and agents acting on behalf of the Company) shall not, either acting on its own behalf or when acting as controlling equity-holder of any of its subsidiaries (and the officers, authorized persons, employees, and agents acting on the Company’s behalf in such capacity) permit such subsidiaries to, do any of the things described in this Section 5.1(d) without the consent of the Board (it being agreed that the below items are not intended to be an exclusive statement of all of the actions of the Board that require prior approval of the members of the Board, and such provisions are in addition to any and all other requirements imposed by other provisions of this Agreement or applicable law): (i) approve, agree or consent to or make or enter into any agreement, transaction or take any other action the effect of which is to cause, any fundamental change in the Company or any of its subsidiaries, or their respective businesses, including the following: (A) any material change in the Company’s or any of its subsidiaries’ operating strategies; (B) any merger or consolidation or amalgamation, or liquidation, winding-up or dissolution, or Transfer of, in one transaction or a series of transactions, all or any material part of their respective businesses or Properties, whether now owned or hereafter acquired; or (C) the institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent to the institution of bankruptcy or insolvency proceedings or the filing of a petition or consent to a petition seeking reorganization or relief under any applicable federal or state law relating to bankruptcy, or the consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official, or an assignment for the benefit of creditors, or, except as may be required by any fiduciary obligation of the Board or as may be required by applicable law, the admission in writing of inability to pay debts generally as they become due, or any corporate action in furtherance of any such action; (ii) issue any Company Interest or any equity interest in any of its subsidiaries or repurchase any Company Interest or any equity interest in any of its subsidiaries or otherwise call for payment upon any outstanding subscription or other funding by the Members; (iii) incur, create, authorize, issue, assume or suffer to exist any debt or any liens related thereto; (iv) create subsidiaries or make additional contributions or investments in any subsidiaries; (v) sell, lease or Transfer, directly or indirectly (including by way of any farm-out), any assets; (vi) enter into or modify in any material respect any (A) contract to sell or market hydrocarbons, or (B) hedge, swap, futures, option, or other derivative transactions or contracts; (vii) designate (or otherwise form, empower or delegate any responsibility to) any committee of the Board; (viii) make any determination distribution of Distributable Funds cash or otherwise make, except as required by Section 4.3, distributions to other assets or property of the MembersCompany; or (ix) take any other action required or permitted hereunder to be taken by the Board. (e) The Board may hold such meetings at such place and at such time as it may determine. Notice of a meeting shall be served not less than 24 hours before the date and time fixed for such meeting by confirmed facsimile or other written communication or not less than three days prior to such meeting if notice is provided by overnight delivery service. Notice of a meeting need not be given to any Manager who signs a waiver of notice or provides a waiver by electronic transmission or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, either prior thereto or at its commencement, the lack of notice to such Manager. A special meeting of the Board may be called by any member of the Board. Any member of the Board may participate in a meeting by conference telephone or similar communications equipment. Any action required or permitted to be taken by the Board may be taken without a meeting if such action is evidenced in writing and signed by Managers representing a majority of the entire Board. At any meeting of the Board, the presence in person or by telephone or similar electronic communication of Managers representing at least a majority of the Board shall constitute a quorum. (f) Each Manager serving on the Board shall have one vote on any Company matter. Except as otherwise provided in this Agreement, the business of the Company presented at any meeting of the Board shall be decided by a vote of Managers representing a majority of the entire Board. (g) In accomplishing all of the foregoing and in fulfilling its obligations pursuant to this Agreement, the Board may, in its sole discretion, retain or use any Company Affiliates’ personnel, properties and equipment or the Board may hire or rent those of third parties and may employ on a temporary or continuing basis outside accountants, attorneys, consultants and others on such terms as the Board deems advisable. No Person, firm or corporation dealing with the Company shall be required to inquire into the authority of the Board to take any action or make any decision.

Power and Authority of Board. (a) The Company shall be managed by a Board of Managers (the “Board” or “Board of Managers”). The Company shall initially have three (3) managers (each, a “Manager” and, collectively, the “Managers”). (b) Subject to Section 5.1(c), the Rice Energy Members shall have the right to designate each of the three nominate two (32) Managers, which Managers currently are Xxxxxx X. Xxxx XX, XX and Xxxx X. Xxxx Xxxx, and Xxxxxx X Xxxx IIINGP shall have the right to nominate one (1) Manager, which Manager currently is Xxxxx Xxxxxxxxx. Xxxx Energy The Member with the right to nominate a Manager shall also have the right to remove any such Manager with or without cause. In the event that any Manager of the Company is removed or ceases to serve as a Manager of the Company during such Manager’s term of office, the resulting vacancy shall only to be promptly filled by Rice Energya person designated by the Member who has the right to nominate a person to fill such vacancy, and the other Members agree to vote their Company Interests in favor of such nominee. In the event NGP elects to exercise its redemption right as set forth in Section 9.2, and any amounts remain unpaid nine (9) months after the Trigger Date, NGP shall have the right to appoint additional managers in accordance with the terms of Section 9.2. Managers need not be Members or residents of the State of Delaware. A Manager must may either be a natural personperson or individual, as well as any other Person. Notwithstanding the foregoing, upon the occurrence of a Key Person Event, NGP shall have the right to appoint a majority of the Managers. (c) Except as otherwise expressly provided in Section 5.5 and elsewhere in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in the Board, and the Members shall have no right of control over the business and affairs of the Company. In addition to the powers now or hereafter granted to managers under the Act or which are granted to the Board under any other provision of this Agreement, the Board shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Company in the name of the Company. (d) Notwithstanding the foregoing, the Company (and the officers, authorized persons, employees, and agents acting on behalf of the Company) shall not, either acting on its own behalf or when acting as controlling equity-holder of any of its subsidiaries Subsidiaries (and the officers, authorized persons, employees, and agents acting on the Company’s behalf in such capacity) shall not permit such subsidiaries Subsidiaries to, do any of the things described in this Section 5.1(dclauses (i) – (xi) below without the consent affirmative vote of at least a majority of the Board Board, which shall include the approval of the Manager appointed by NGP, at a regular meeting or a special meeting called for the purpose, or by written consent (it being agreed that the below items are not intended to be an exclusive statement of all of the actions of the Board that require prior approval of the members of the BoardBoard or the Members, and such provisions are in addition to any and all other requirements imposed by other provisions of this Agreement or applicable law): (i) approve annual budgets for Capital Expenditures of the Company or any of its Subsidiaries, or incur expenses or disburse funds for any of such purposes prior to the approval of such budgets by the Board as required hereby (any budgets which are approved as required herein are referred to as “Approved Capital Budgets”); (ii) make any expenditure not otherwise subject to approval under this Section 5.1(d), which exceeds by more than 10% the amount set forth in the appropriate line item for such expenditure in an Approved Capital Budget or which causes the category of expenditures which encompasses such line item to exceed by more than 5% the amount set forth for such category in an Approved Capital Budget; (iii) unless previously approved in an Approved Capital Budget as provided in clause (i) above, enter into any agreements or other arrangements with respect to, or make any payments, incur any expenses or disburse any funds for: (A) any Exploratory Project, the completion or full capitalization of which can reasonably be expected to require the Company or any of its Subsidiaries to expend, in the aggregate, in excess of $5,000,000 for exploratory projects (including, leasehold and seismic acquisition costs and exploratory drilling expenditures); provided that any expenditure for an Exploratory Project shall require approval in the event the Company and its Subsidiaries have at any given time more than $5,000,000 of undistributed capital invested or reinvested in Exploratory Projects; or (B) to the extent not otherwise subject to approval under the preceding clause (A), the acquisition, directly or indirectly, of any assets or securities of any Person with an aggregate purchase price in excess of $10,000,000, or any Capital Expenditure, including any recompletion or development drilling which can reasonably be expected to require the Company or any of its Subsidiaries to expend, in the aggregate, in excess of $10,000,000; (iv) approve, agree or consent to or make or enter into any agreement, transaction or take any other action the effect of which is to cause, any fundamental change in the Company or any of its subsidiariesSubsidiaries, or their respective businesses, including the following: (A) any material change in the Company’s or any of its subsidiariesSubsidiaries’ operating strategiesstrategies or in the geographic locations or methods of conducting their respective businesses; (B) any merger or consolidation or amalgamation, or liquidation, winding-up or dissolution, or Transfer of, in one transaction or a series of transactions, all or any material part of their respective businesses or Properties, whether now owned or hereafter acquired; or (C) the institution of proceedings to be adjudicated a bankrupt or insolvent, or the consent to the institution of bankruptcy or insolvency proceedings or the filing of a petition or consent to a petition seeking reorganization or relief under any applicable federal or state law relating to bankruptcy, or the consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official, or an assignment for the benefit of creditors, or, except as may be required by any fiduciary obligation of the Board or as may be required by applicable law, the admission in writing of inability to pay debts generally as they become due, or any corporate action in furtherance of any such action; or (D) any voluntary withdrawal as a general partner or relinquishment of rights as a controlling equity-holder of any Subsidiary; (iiv) issue any Company Interest or any equity interest in any of its subsidiaries Subsidiaries or repurchase any Company Interest or any equity interest in any of its subsidiaries Subsidiaries or otherwise call for payment upon any outstanding subscription or other funding by the Members; provided, however, that any repurchase by Operating Sub of Class A Common Units of Operating Sub held by Varun Mishra or Xxxxxxx Geologic Consultants, Inc., a Pennsylvania corporation, or Class B Common Units of Operating Sub held by Xxxx Xxxxx Holdings Group, Ltd., an Alberta business corporation, as permitted under Section 3.4 of the Amended and Restated Operating Agreement dated November 13, 2009 of the Operating Sub, as amended, for a total consideration of less than $500,000 shall not require approval of the Manager appointed by NGP; provided, further, that in the event the Manager appointed by NGP votes against any repurchase of Class A or Class B Common Units of Operating Sub by Operating Sub, the Rice Members shall have the right to exercise the repurchase rights as the designee of Operating Sub provided that the terms are no more favorable than those offered to Operating Sub; (iiivi) incur, create, authorize, issue, assume or suffer to exist any debt Debt or any liens Liens related thereto, or authorize or permit any amendment, modification or change, or waiver of any right under, or voluntarily fail to perform obligations under (when the means for such performance is available), any agreement pertaining to such Debt, except: (A) Debt of the Subsidiaries existing as of the date of this Agreement, but only to the extent previously disclosed to NGP; (B) Debt which is set forth in an Approved Capital Budget; (C) Debt consisting of loans or advances among the Company and its Subsidiaries which have been approved pursuant to other provisions of this Section 5.1(d); (D) Excepted Liens; or (E) any amendment, modification, change, waiver or voluntary failure to perform an agreement pertaining to Debt which (I) would not subject the Company or such Subsidiary, as applicable, to obligations, requirements or liabilities which, taken as a whole, are materially more burdensome to such party than the obligations, requirements or liabilities imposed on them before such amendment, modification, change, waiver or voluntary failure to perform, and (II) is made or given in the ordinary course of business and would not reasonably be expected to result in a decrease of more than $100,000 in the value of the benefits that would accrue to the Company or such Subsidiary, as applicable, under such agreement; (ivvii) create subsidiaries Subsidiaries or make additional contributions or investments in any subsidiariesSubsidiaries; (vviii) sell, lease or Transfer, directly or indirectly (including by way of any farm-out), any assets, other than sales of product produced in the ordinary course of business, with a fair market value, in the aggregate, in excess of $10,000,000; (viix) enter into or modify in any material respect any (A) contract to sell or market hydrocarbonshydrocarbons at a fixed price, or at a price that is not based on a readily established fair market price index, if the term of such contract is more than twelve months and the total consideration anticipated to be received in respect of such contract is in excess of $1,000,000, or (B) hedge, swap, futures, option, or other derivative transactions or contracts with a term exceeding 60 days, provided that it is acknowledged that the Board may delegate to an authorized representative of NGP the authority to approve or authorize on behalf of the Company, any such hedge, swap, futures, option, or other derivative transactions or contracts; (viix) designate (or otherwise form, empower or delegate any responsibility to) any committee of the Board;; or (viiixi) make any determination of Distributable Funds or otherwise make, except as required by Section 4.3, make distributions to the Members; or (ix. For purposes of this Section 5.1(d) take any other action required or permitted hereunder to be taken by the Board. (e) The Board may hold such meetings at such place and at such time as it may determine. Notice of a meeting shall be served not less than 24 hours before the date and time fixed for such meeting by confirmed facsimile or other written communication or not less than three days prior to such meeting if notice is provided by overnight delivery service. Notice of a meeting need not be given to any Manager who signs a waiver of notice or provides a waiver by electronic transmission or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, either prior thereto or at its commencementSection 5.4, the lack of notice to such Manager. A special meeting of the Board may be called by any member of the Board. Any member of the Board may participate in a meeting by conference telephone or similar communications equipment. Any action required or permitted to be taken by the Board may be taken without a meeting if such action is evidenced in writing and signed by Managers representing a majority of the entire Board. At any meeting of the Board, the presence in person or by telephone or similar electronic communication of Managers representing at least a majority of the Board shall constitute a quorum. (f) Each Manager serving on the Board following terms shall have one vote on any Company matter. Except as otherwise provided in this Agreement, the business of the Company presented at any meeting of the Board shall be decided by a vote of Managers representing a majority of the entire Board. (g) In accomplishing all of the foregoing and in fulfilling its obligations pursuant to this Agreement, the Board may, in its sole discretion, retain or use any Company Affiliates’ personnel, properties and equipment or the Board may hire or rent those of third parties and may employ on a temporary or continuing basis outside accountants, attorneys, consultants and others on such terms as the Board deems advisable. No Person, firm or corporation dealing with the Company shall be required to inquire into the authority of the Board to take any action or make any decision.meanings specified below:

Power and Authority of Board. (a) The Company shall be managed by a Board of Managers (the “Board” or “Board of Managers”). The Company shall initially have three five (35) managers (each, a “Manager” and, collectively, the “Managers”). (b) Subject to Section 5.1(c), Rice Energy and the Managers serving on the Board shall have the right to designate each be appointed and removed by a Majority Interest of the three (3) ManagersMembers, which subject to the terms of the Voting and Transfer Restriction Agreement. The Managers currently are Xxxxxx making up the current Board shall be Xxxxx Xxxx, Xxxxxxxx Xxxx, Xxxxx X. Xxxx XXXxxxx, Xxxx X. Xxxx Xxxxx and Xxxxxx X Xxxx IIIXxxxx X. Xxxxxxxxx. Xxxx Energy shall also have the right to remove any Manager with or without cause. In the event that any Manager of the Company is removed or ceases to serve as a Manager of the Company during such Manager’s term of office, the resulting vacancy shall only be filled by Rice Energy. Managers need not be Members or residents of the State of Delaware. A Manager must be a natural person. (c) Except as otherwise expressly provided in Section 5.4 and elsewhere in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in the Board, and the Members shall have no right of control over the business and affairs of the Company. In addition to the powers now or hereafter granted to managers under the Act or which are granted to the Board under any other provision of this Agreement, the Board shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Company in the name of the Company. (d) Notwithstanding . In connection with the foregoingforegoing and otherwise, the Company (and the officers, authorized persons, employees, and agents acting on behalf of the Company) shall not, either acting on its own behalf or when acting as controlling equity-holder of any of its subsidiaries Subsidiaries (and the officers, authorized persons, employees, and agents acting on the Company’s behalf in such capacity) capacity shall not permit such subsidiaries Subsidiaries to), do any of the things described in this Section 5.1(dclauses (i) — (xii) below without the consent affirmative vote of at least a majority of the Board at a regular meeting or a special meeting called for the purpose, or by written consent (it being agreed that the below items are not intended to be an exclusive statement of all of the actions of the Board that require prior approval of the members of the BoardBoard or the Members, and such provisions are in addition to any and all other requirements imposed by other provisions of this Agreement or applicable law): (i) approve annual budgets for general and administrative expenses (including salary, bonuses, general operating and overhead expenses) and capital expenditures of the Company or any of its Subsidiaries, or incur expenses or disburse funds for any of such purposes prior to the approval of such budgets by the Board as required hereby (any budgets which are approved as required herein are referred to as “Approved Budgets”); (ii) approve, grant or enter into an agreement or arrangements for any payment or grant of, annual compensation or benefits to officers or other executive employees of the Company or any of its Subsidiaries and Affiliates or the payment of any severance amounts upon termination of such officers or employees, including entering into employment agreements (including the allocation of Incentive Units), severance agreements, adopting stock option plans or employee benefit plans, or granting options or benefits to any such Persons under any existing plans; (iii) make any expenditure not otherwise subject to approval under this Section 5.1(a), which exceeds by more than 10% the amount set forth in the appropriate line item for such expenditure in an Approved Budget or which causes the category of expenditures which encompasses such line item (such as general and administrative expenses, Capital Expenditures, lease operating expenses, etc.) to exceed by more than 5% the amount set forth for such category in an Approved Budget; (iv) unless previously approved in an Approved Budget as provided in clause (i) above, enter into any agreements or other arrangements with respect to, or make any payments, incur any expenses or disburse any funds for: (A) any Exploratory Project, the completion or full capitalization of which can reasonably be expected to require the Company or any of its Subsidiaries to expend, in the aggregate, in excess of $500,000 for exploratory projects (including, leasehold and seismic acquisition costs and exploratory drilling expenditures); provided that any expenditure for an Exploratory Project shall require approval in the event the Company and its Subsidiaries have at any given time more than $1,000,000 of undistributed capital invested or reinvested in Exploratory Projects; or (B) to the extent not otherwise subject to approval under the preceding clause (A), the acquisition, directly or indirectly, of any assets or securities of any Person with an aggregate purchase price in excess of $1,000,000, or any Capital Expenditure, including any recompletion or development drilling which can reasonably be expected to require the Company or any of its Subsidiaries to expend, in the aggregate, in excess of $1,000,000; (v) approve, agree or consent to or make or enter into any agreement, transaction or take any other action the effect of which is to cause, any fundamental change in the Company or any of its subsidiariesSubsidiaries, or their respective businesses, including the following: (A) any material change in the Company’s or any of its subsidiariesSubsidiaries’ operating strategiesstrategies or in the geographic locations or methods of conducting their respective businesses; (B) any merger or consolidation or amalgamation, or liquidation, winding-up or dissolution, or Transfer of, in one transaction or a series of transactions, all or any material part of their respective businesses or Properties, whether now owned or hereafter acquired; or (C) the institution of proceedings to be adjudicated a bankrupt or insolventinsolvent or similar proceedings, or the consent to the institution of bankruptcy bankruptcy, insolvency or insolvency similar proceedings or the filing of a petition or consent to a petition seeking reorganization or relief under any applicable federal or state law relating to bankruptcybankruptcy or similar proceedings, or the consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official, or an assignment for the benefit of creditors, or, except as may be required by any fiduciary obligation of the Board or as may be required by applicable law, the admission in writing of inability to pay debts generally as they become due, or any corporate action in furtherance of any such action; or (D) any voluntary withdrawal as a general partner or relinquishment of rights as a controlling equity-holder of any Subsidiary; (iivi) issue any Company Interest or any equity interest in any of its subsidiaries Subsidiaries or repurchase any Company Interest or any equity interest in any of its subsidiaries Subsidiaries or otherwise call for payment upon any outstanding subscription or other funding by the Members; (iiivii) incur, create, authorize, issue, assume or suffer to exist any debt Debt or any liens Liens related thereto, or authorize or permit any amendment, modification or change, or waiver of any right under, or voluntarily fail to perform obligations under (when the means for such performance is available), any agreement pertaining to such Debt, except: (A) Debt which is set forth in an Approved Budget; (B) Debt consisting of loans or advances among the Company and its Subsidiaries which have been approved pursuant to other provisions of this Section 5.1(a); (C) Excepted Liens; or (D) any amendment, modification, change, waiver or voluntary failure to perform an agreement pertaining to Debt which (I) would not subject the Company or such Subsidiary, as applicable, to obligations, requirements or liabilities which, taken as a whole, are materially more burdensome to such party than the obligations, requirements or liabilities imposed on them before such amendment, modification, change, waiver or voluntary failure to perform, and (II) is made or given in the ordinary course of business and would not reasonably be expected to result in a decrease of more than $25,000 in the value of the benefits that would accrue to the Company or such Subsidiary, as applicable, under such agreement; (ivviii) create subsidiaries Subsidiaries or make additional contributions or investments in any subsidiariesSubsidiaries; (vix) enter into any transaction (including any purchase, sale, lease or exchange of Property or the rendering of any service) with any Affiliate of an officer or employee of the Company or any Subsidiary, or modify the terms of any prior transaction with any such Affiliate (it being acknowledged that the Board will not approve any such transaction unless the terms thereof are no less favorable to the Company, or such Subsidiary, as the case may be, than would be obtained in a comparable arm’s-length transaction with unaffiliated Persons); (x) sell, lease or Transfer, directly or indirectly (including by way of any farm-out), any assets, other than sales of product produced in the ordinary course of business, with a fair market value in the aggregate in excess of $1,000,000; (vixi) enter into or modify in any material respect any (A) contract to sell or market hydrocarbonshydrocarbons at a fixed price, or at a price that is not based on a readily established fair market price index, if the term of such contract is more than six months and the total consideration anticipated to be received in respect of such contract is in excess of $50,000, or (B) hedge, swap, futures, option, or other derivative transactions or contracts with a term exceeding 60 days, provided that it is acknowledged that the Board may delegate to an authorized representative of NGP the authority to approve or authorize on behalf of the Company, any such hedge, swap, futures, option, or other derivative transactions or contracts;; or (viixii) designate (or otherwise form, empower or delegate any responsibility to) any committee of the Board; (viii. For purposes of this Section 5.1(a) make any determination of Distributable Funds or otherwise make, except as required by Section 4.3, distributions to the Members; or (ix) take any other action required or permitted hereunder to be taken by the Board. (e) The Board may hold such meetings at such place and at such time as it may determine. Notice of a meeting shall be served not less than 24 hours before the date and time fixed for such meeting by confirmed facsimile or other written communication or not less than three days prior to such meeting if notice is provided by overnight delivery service. Notice of a meeting need not be given to any Manager who signs a waiver of notice or provides a waiver by electronic transmission or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, either prior thereto or at its commencementonly, the lack of notice to such Manager. A special meeting of the Board may be called by any member of the Board. Any member of the Board may participate in a meeting by conference telephone or similar communications equipment. Any action required or permitted to be taken by the Board may be taken without a meeting if such action is evidenced in writing and signed by Managers representing a majority of the entire Board. At any meeting of the Board, the presence in person or by telephone or similar electronic communication of Managers representing at least a majority of the Board shall constitute a quorum. (f) Each Manager serving on the Board following terms shall have one vote on any Company matter. Except as otherwise provided in this Agreement, the business of the Company presented at any meeting of the Board shall be decided by a vote of Managers representing a majority of the entire Board. (g) In accomplishing all of the foregoing and in fulfilling its obligations pursuant to this Agreement, the Board may, in its sole discretion, retain or use any Company Affiliates’ personnel, properties and equipment or the Board may hire or rent those of third parties and may employ on a temporary or continuing basis outside accountants, attorneys, consultants and others on such terms as the Board deems advisable. No Person, firm or corporation dealing with the Company shall be required to inquire into the authority of the Board to take any action or make any decision.meanings specified below: