POWERS RESERVED TO THE MEMBER. The Member shall participate in the management and control of the Company's business with respect to the following matters, which powers shall be exclusive to the Member: 4.6.1. Approval of amendments to the Articles of Organization and Operating Agreement; 4.6.2. Appointment and removal of Managers subject to the provisions of Article 5; 4.6.3. Approval of the admission of additional Members; 4.6.4. Approval of the merger or consolidation of the Company with any Entity, the creation of any joint venture and the acquisition of any majority-controlled or majority-owned subsidiaries or affiliates; 4.6.5. Approval of any voluntary dissolution of the Company and any liquidation or distribution of corporate assets; 4.6.6. Approval of the sale or securitization of all or substantially all the assets of the Company; 4.6.7. Approval of capital calls; 4.6.8. Approval of the Company’s incurring of long term debt; 4.6.9. Approval of the appointment of independent certified public accountants for the Company; and
Appears in 2 contracts
Samples: Operating Agreement, Operating Agreement
POWERS RESERVED TO THE MEMBER. The Member shall participate in the management and control of the Company's ’s business with respect to the following matters, which powers shall be exclusive to the Member:Member:
4.6.1. Approval of amendments to the Articles of Organization and Operating Agreement; Article 5;
4.6.2. Appointment and removal of Managers subject to the provisions of Article 5;of
4.6.3. Approval of the admission of additional Members;
4.6.4. Approval of the merger or consolidation of the Company with any Entity, the creation of any joint venture and the acquisition of any majority-controlled or majority-majority- owned subsidiaries or affiliates;
4.6.5. Approval of any voluntary dissolution of the Company and any liquidation or distribution of corporate assets;
4.6.6. Approval of the sale or securitization of all or substantially all the assets of the Company;
4.6.7. Approval of capital calls;
4.6.8. Approval of the Company’s incurring of long term debt;
4.6.9. Approval of the appointment of independent certified public accountants for the Company; and
4.6.10. Approval of any transactions outside the ordinary course of the Company’s business (including, without limitation, the approval of any long-term development agreement) or any transaction in which a Manager has an interest. In addition, the University Counsel of the Member shall be delegated the reserved power of approving the appointment of legal counsel for the Company.
Appears in 1 contract
Samples: Operating Agreement
POWERS RESERVED TO THE MEMBER. The Member shall participate in the management and control of the Company's ’s business with respect to the following matters, which powers shall be exclusive to the Member:
4.6.1. Approval of amendments to the Articles of Organization and Operating Agreement; Article 5;
4.6.2. Appointment and removal of Managers subject to the provisions of Article 5;of
4.6.3. Approval of the admission of additional Members;
4.6.4. Approval of the merger or consolidation of the Company with any Entity, the creation of any joint venture and the acquisition of any majority-controlled or majority-majority- owned subsidiaries or affiliates;
4.6.5. Approval of any voluntary dissolution of the Company and any liquidation or distribution of corporate assets;
4.6.6. Approval of the sale or securitization of all or substantially all the assets of the Company;
4.6.7. Approval of capital calls;
4.6.8. Approval of the Company’s incurring of long term debt;
4.6.9. Approval of the appointment of independent certified public accountants for the Company; and
4.6.10. Approval of any transactions outside the ordinary course of the Company’s business (including, without limitation, the approval of any long-term development agreement) or any transaction in which a Manager has an interest. In addition, the University Counsel of the Member shall be delegated the reserved power of approving the appointment of legal counsel for the Company.
Appears in 1 contract
Samples: Operating Agreement
