Common use of Procedure for Merger, Consolidation or Conversion Clause in Contracts

Procedure for Merger, Consolidation or Conversion. (a) Merger, consolidation or conversion of the Company pursuant to this Article XII requires the prior approval of the Board of Directors; provided, however, that, to the fullest extent permitted by law, the Board of Directors shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company and may decline to do so free of any fiduciary duty or obligation whatsoever to the Company and any Member and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Vanguard Natural Resources, LLC), Limited Liability Company Agreement (Vanguard Natural Resources, LLC), Limited Liability Company Agreement (Vanguard Natural Resources, LLC)

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Procedure for Merger, Consolidation or Conversion. (a) MergerAny merger, consolidation or conversion of the Company pursuant to this Article XII XIII requires the prior approval of the Board of Directors; provided, however, that, to the fullest maximum extent permitted by law, the Board of Directors shall have no duty or obligation (including no fiduciary duty) to consent to approve any merger, consolidation or conversion of the Company and may decline to do so free of any fiduciary duty or obligation whatsoever to the Company and or any Member and, in declining to consent to approve a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equityin equity (including no fiduciary duty) to the maximum extent permitted by applicable law.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (MGM Growth Properties LLC), Limited Liability Company Agreement (MGM Growth Properties LLC), Limited Liability Company Agreement (MGM Growth Properties LLC)

Procedure for Merger, Consolidation or Conversion. (a) Merger, consolidation or conversion of the Company pursuant to this Article XII 12 requires the prior approval of the Board of Directors; Managers, provided, however, that, to the fullest extent permitted by law, the Board of Directors Managers shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company and may decline to do so free of any fiduciary duty or obligation whatsoever to the Company and or any Member and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement (Constellation Energy Partners LLC)

Procedure for Merger, Consolidation or Conversion. (a) A. Merger, consolidation or conversion of the Company Partnership pursuant to this Article XII XVIII requires the prior approval consent of the Board of Directors; , provided, however, that, to the fullest maximum extent permitted by law, the Board of Directors shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Company and Partnership, any Member Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

Appears in 2 contracts

Samples: Limited Partnership Agreement (Highland Financial Partners, L.P.), Limited Partnership Agreement (Tiptree Financial Partners, L.P.)

Procedure for Merger, Consolidation or Conversion. (a) Merger, consolidation or conversion of the Company pursuant to this Article XII 12 requires the prior approval of the Board of Directors; , provided, however, that, to the fullest extent permitted by law, the Board of Directors shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company and may decline to do so free of any fiduciary duty or obligation whatsoever to the Company and or any Member and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

Appears in 1 contract

Samples: Operating Agreement (Atlas Energy Resources, LLC)

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Procedure for Merger, Consolidation or Conversion. (at) Merger, consolidation or conversion of the Company pursuant to this Article XII requires the prior approval of the Board of Directors; provided, however, that, to the fullest extent permitted by law, the Board of Directors shall have no duty or obligation to consent to any merger, consolidation or conversion of the Company and may decline to do so free of any fiduciary duty or obligation whatsoever to the Company and any Member and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Vanguard Natural Resources, LLC)

Procedure for Merger, Consolidation or Conversion. (a) Merger, consolidation or conversion of the Company pursuant to this Article XII XIII requires the prior approval of the Board of Directors; provided, however, that, to the fullest maximum extent permitted by law, the Board of Directors shall have no duty or obligation to consent to approve any merger, consolidation or conversion of the Company and may decline to do so free of any fiduciary duty or obligation whatsoever to the Company and or any Member and, in declining to consent to approve a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Atlas Energy Group, LLC)

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