Required Member Approval. Except as specifically provided herein, without the approval of the Members holding a Majority of the issued and outstanding Membership Interests, the Company may not take any action with respect to: (a) the Company's merger with or conversion into another Entity; (b) causing the Company to incur debt which would exceed the amount provided for in the Offering Circular; or (c) a transaction, not expressly permitted by this Agreement or Offering Circular, involving a conflict of interest between the Manager and the Company.
Required Member Approval. Except as specifically provided herein, without the approval of the Members holding a Majority of the issued and outstanding Membership Interests, the Manager may not take any action with respect to (a) the Company’s merger with, or conversion into, another Entity unless such Entity is an Affiliate of the Company or the Manager, or (b) a transaction not expressly permitted by this Agreement, Memorandum, and Series Supplement, involving a conflict of interest between the Manager and the Company. LIMITED LIABILITY COMPANY OPERATING AGREEMENT FORTE INVESTMENT FUND, LLC
Required Member Approval. Except as specifically provided herein, without the approval of the Members holding a majority of the issued and outstanding Membership Interests, the LLC may not take any action with respect to: (a) the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the LLC's assets; (b) the LLC's merger with or conversion into another Entity; (c) an undertaking involving a debt or obligation which would exceed the amount provided for in the Memorandum; or (d) a transaction, not expressly permitted by this Agreement or memorandum, involving a conflict of interest between the Manager and the LLC.
Required Member Approval. Except as specifically provided herein, without the approval of the Members holding a majority of the issued and outstanding Membership Units, the Series may not take any action with respect to: (a) the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the Series assets outside the operation of the Fund; (b) the Series’ merger with or conversion into another Entity; (c) an undertaking involving a debt or obligation which would exceed the amount provided for in the Offering materials, including the Series’ Private Placement Memorandum; or (d) a transaction, not expressly permitted by this Agreement or the Series’ Private Placement Memorandum, involving a conflict of interest between the Manager and the Series.
Required Member Approval. Notwithstanding any other provision of this Agreement, without the approval of Members whose aggregate Membership Interest exceeds 50 percent, the Managers may take no action with respect to: (a) the sale, lease, exchange, mortgage, pledge or other disposition of all or substantially all of the Company’s assets; (b) the Company’s merger with or conversion into another Entity; (c) an undertaking involving a debt or obligation in excess of $100,000.00; (d) the compromise of a dispute involving an amount in controversy in excess of $100,000.00; (e) a transaction involving a conflict of interest between a Manager and the Company, including the establishment of the Manager’s compensation; (f) acceptance of an additional Contribution voluntarily tendered by any Member; (g) redemption of a Membership Interest; (h) extraordinary Distributions; and (i) the indemnification of a Manager.
Required Member Approval. Notwithstanding any other provision of this Agreement, without the approval of Members whose aggregate Membership Interest exceeds sixty percent (60%), the Manager may take no action with respect to the sale, lease, exchange, mortgage, pledge, or other disposition of all or substantially all of the Company's assets.
Required Member Approval. The Chair of the Management Committee shall call a special meeting of the Unitholders to be held as soon as reasonably practicable for the purpose of obtaining the Required Member Approval, on substantially the terms set forth in this Agreement, and shall use commercially reasonable efforts to cause such meeting to occur as soon as reasonably practicable. The Management Committee shall unanimously recommend that Unitholders provide the Required Member Approval and shall use commercially reasonable efforts to obtain the Required Member Approval.
Required Member Approval. The Company shall have obtained the Required Member Approval.
Required Member Approval. The Contributor shall use its best efforts to obtain the Required Member Approval and deliver to Parent, not later than ten (10) Business Days prior to the Closing, a true, correct and complete copy of the Member Written Consent evidencing the adoption of this Agreement and the Transactions by the Members constituting the Required Member Approval.
Required Member Approval. The only vote of the Members required to adopt this Agreement and approve the Merger is the affirmative vote of the Class A Members and Class B Members, voting together, holding more than 50 percent (50%) of the outstanding Class A Units and Class B Units, as those terms are defined in the Holdings LLC Agreement (the “Required Member Approval”), which is satisfied by delivery of the Written Consent. No other vote of the Members is required in connection with the execution of this Agreement or the consummation of the Contemplated Transactions under Applicable Law or the Organizational Documents of Holdings. The Organizational Documents of Holdings do not provide for any appraisal rights in connection with Holdings’ entry into or consummation of the Merger.
