Required Member Consent. Notwithstanding anything to the contrary contained in this Agreement, the Board shall not approve or undertake or authorize any other Person to approve or undertake, and shall not have the power or authority to approve or authorize any other Person to approve or undertake, any of the following actions with respect to the Company without the prior written consent of a Majority-In-Interest of the Members: (i) the entry by the Company or any subsidiary thereof into any line of business other than the Initial Authorized Business; (ii) the incurrence or issuance by the Company or any subsidiary thereof of indebtedness for borrowed money; (iii) the sale, transfer or pledge by the Company or any subsidiary thereof for aggregate consideration greater than $500,000 of (A) intellectual property or (B) assets or agreements material to the business of the Company or any subsidiary thereof; (iv) the formation or dissolution of any subsidiary of the Company, and any sale or transfer by the Company of equity interests in any such subsidiary; (v) the annual approval of the Company’s new business plan and any significant changes to such approved business plan; (vi) the annual approval of the new annual budget of the Company and of any subsidiary thereof, if applicable, and any significant changes to such approved annual budget(s); (vii) compensation of members of the management of the Company or any subsidiary thereof (including salaries, bonuses and any awards under any Equity Incentive Plan); (viii) any transactions between (A) the Company or any subsidiary thereof, on the one hand, and (B) any Person with an equity interest in Exchange or an Affiliate thereof, on the other hand, other than transactions undertaken in the normal course of the Company’s business at a price and on other material terms that are not less favorable to the Company than the price and other material terms generally prevailing with respect to comparable transactions between unrelated parties, as reasonably determined by Exchange; (ix) any transactions between (A) the Company or any subsidiary thereof, on the one hand, and (B) any Interest Holder, including Affiliates thereof, of the Company, on the other hand, other than transactions undertaken in the normal course of the Company’s business at a price and on other material terms that are not less favorable to the Company than the price and other material terms generally prevailing with respect to comparable transactions between unrelated parties, as reasonably determined by Exchange; (x) the appointment of independent certified accountants or tax counsel to the Company and any subsidiary thereof; (xi) the entry by the Company or any subsidiary thereof into any joint venture, strategic alliance, exclusive dealing, non-competition or similar commitment, other than as contemplated by the Company Business Plan and budget; (xii) the appointment of any members of the board of any subsidiaries that are subject to board composition requirements pursuant to applicable law; (xiii) (A) any sale of the Company, or (B) any sale of any equity interest in any subsidiary of the Company; (xiv) any recapitalization or any reorganization, any other change in organizational form, or any change in jurisdiction of organization of the Company or any subsidiary thereof; (xv) any sale, transfer or pledge of all or substantially all the Company’s assets, or of all or substantially all of the assets of any subsidiary of the Company, within the meaning of Section 271 of the DGCL as if the Company were a corporation organized under the DGCL; (xvi) any liquidation or dissolution of the Company or any subsidiary thereof; (xvii) any acquisition by the Company or any subsidiary thereof of another Person or of any equity interests in another Person; (xviii) any amendment of this Agreement; (xix) any commencement by the Company or any subsidiary thereof of a voluntary case under any applicable bankruptcy, insolvency or other similar law or procedure, or the consent by the Company or any subsidiary thereof to the entry of an order for relief in an involuntary case under any such law or procedure; (xx) the authorization, issuance or sale by the Company of Equity Securities, including options and warrants, pursuant to any plan or agreement adopted from and after the date of this Agreement; (xxi) any merger of the Company or any subsidiary thereof with or into, or any consolidation of the Company or any subsidiary with, any other Person; (xxii) the adoption of any Equity Incentive Plan by the Company or any subsidiary thereof not in effect on the date hereof; (xxiii) The appointment or removal, or the change of responsibility, of any officers of the Company; or (xxiv) the entry by the Company or any subsidiary thereof into any agreement to undertake any of the foregoing.
Appears in 3 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
Required Member Consent. Notwithstanding anything to the contrary contained in this Agreement, the Board shall not approve or undertake or authorize any other Person to approve or undertake, and shall not have the power or authority to approve or authorize any other Person to approve or undertake, any of the following actions with respect to the Company without the prior written consent of a Majority-In-Interest of the Members:
(i) the entry by the Company or any subsidiary thereof into any line of business other than the Initial Authorized Business;
(ii) the incurrence or issuance by the Company or any subsidiary thereof of indebtedness for borrowed money;
(iii) the sale, transfer or pledge by the Company or any subsidiary thereof for aggregate consideration greater than $500,000 of (A) intellectual property or (B) assets or agreements material to the business of the Company or any subsidiary thereof;
(iv) the formation or dissolution of any subsidiary of the Company, and any sale or transfer by the Company of equity interests in any such subsidiary;
(v) the annual approval of the Company’s new business plan and any significant changes to such approved business plan;
(vi) the annual approval of the new annual budget of the Company and of any subsidiary thereof, if applicable, and any significant changes to such approved annual budget(s);
(vii) compensation of members of the management of the Company or any subsidiary thereof (including salaries, bonuses and any awards under any Equity Incentive Plan);
(viii) any transactions between (A) the Company or any subsidiary thereof, on the one hand, and (B) any Person with an equity interest in Exchange Holdings or an Affiliate thereof, on the other hand, other than (x) trading transactions conducted on the Exchange, and (y) transactions undertaken in the normal course of the Company’s business at a price and on other material terms that are not less favorable to the Company than the price and other material terms generally prevailing with respect to comparable transactions between unrelated parties, as reasonably determined by ExchangeHoldings;
(ix) any transactions between (A) the Company or any subsidiary thereof, on the one hand, and (B) any Interest Holder, including Affiliates thereof, of the Company, on the other hand, other than transactions undertaken in the normal course of the Company’s business at a price and on other material terms that are not less favorable to the Company than the price and other material terms generally prevailing with respect to comparable transactions between unrelated parties, as reasonably determined by ExchangeHoldings;
(x) the appointment of independent certified accountants or tax counsel to the Company and any subsidiary thereof;
(xi) the entry by the Company or any subsidiary thereof into any joint venture, strategic alliance, exclusive dealing, non-competition or similar commitment, other than as contemplated by the Company Business Plan and budgetBudget;
(xii) the appointment of any members of the board of any subsidiaries that are subject to board composition requirements pursuant to applicable law;
(xiii) (A) any sale of the Company, or (B) any sale of any equity interest in any subsidiary of the Company;
(xiv) any recapitalization or any reorganization, any other change in organizational form, or any change in jurisdiction of organization of the Company or any subsidiary thereof;
(xv) any sale, transfer or pledge of all or substantially all the Company’s assets, or of all or substantially all of the assets of any subsidiary of the Company, within the meaning of Section 271 of the DGCL as if the Company were a corporation organized under the DGCL;
(xvi) any liquidation or dissolution of the Company or any subsidiary thereof;
(xvii) any acquisition by the Company or any subsidiary thereof of another Person or of any equity interests in another Person;
(xviii) any amendment of this Agreement;,
(xix) any commencement by the Company or any subsidiary thereof of a voluntary case under any applicable bankruptcy, insolvency or other similar law or procedure, or the consent by the Company or any subsidiary thereof to the entry of an order for relief in an involuntary case under any such law or procedure;
(xx) the authorization, issuance or sale by the Company of Equity Securities, including options and warrants, pursuant to any plan or agreement adopted from and after the date of this Agreement;
(xxi) any merger of the Company or any subsidiary thereof with or into, or any consolidation of the Company or any subsidiary with, any other Person;
(xxii) the adoption of any Equity Incentive Plan by the Company or any subsidiary thereof not in effect on the date hereof;
(xxiii) The appointment or removal, or the change of responsibility, of any officers of the Company; or
(xxiv) the entry by the Company or any subsidiary thereof into any agreement to undertake any of the foregoing.
Appears in 2 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement
Required Member Consent. Notwithstanding anything to the contrary contained in this Agreementherein, the Board shall not approve or undertake or authorize any other Person to approve or undertake, and shall not have the power or authority to approve or authorize any other Person to approve or undertake, any of the following actions with respect to the Company without the prior written consent of a Majority-In-Interest of the Members:
(i) the entry by the Company or any subsidiary thereof into any line of business other than the Initial Authorized Business;
(ii) the incurrence or issuance by the Company or any subsidiary thereof of indebtedness for borrowed money;
(iii) the sale, transfer or pledge by the Company or any subsidiary thereof for aggregate consideration greater than $500,000 50,000 of (A) intellectual property or (B) assets or agreements material to the business of the Company or any subsidiary thereof;
(iv) the formation or dissolution of any subsidiary of the Company, and any sale or transfer by the Company of equity interests in any such subsidiary;
(v) the annual approval of the Company’s new business plan and any significant changes to such approved business plan;
(vi) the annual approval of the new annual budget of the Company and of any subsidiary thereof, if applicable, and any significant changes to such approved annual budget(s);
(vii) compensation of members of the management of the Company or any subsidiary thereof (including salaries, bonuses and any awards under any Equity Incentive Plan);
(viii) any transactions between (A) the Company or any subsidiary thereof, on the one hand, and (B) any Person with an equity interest in Exchange or an Affiliate thereof, on the other hand, other than transactions undertaken in the normal course of the Company’s business at a price and on other material terms that are not less favorable to the Company than the price and other material terms generally prevailing with respect to comparable transactions between unrelated parties, as reasonably determined by Exchange;
(ix) any transactions between (A) the Company or any subsidiary thereof, on the one hand, and (B) any Interest Holder, including Affiliates thereof, of the Company, on the other hand, other than transactions undertaken in the normal course of the Company’s business at a price and on other material terms that are not less favorable to the Company than the price and other material terms generally prevailing with respect to comparable transactions between unrelated parties, as reasonably determined by Exchange;
(x) the appointment of independent certified accountants or tax counsel to the Company and any subsidiary thereof;
(xi) the entry by the Company or any subsidiary thereof into any joint venture, strategic alliance, exclusive dealing, non-competition or similar commitment, other than as contemplated by the Company Business Plan business plan and budget;
(xii) the appointment of any members of the board of any subsidiaries that are subject to board composition requirements pursuant to applicable law;
(xiii) (A) any sale of the Company, or (B) any sale of any equity interest in any subsidiary of the Company;
(xiv) any recapitalization or any reorganization, any other change in organizational form, or any change in jurisdiction of organization of the Company or any subsidiary thereof;
(xv) any sale, transfer or pledge of all or substantially all the Company’s assets, or of all or substantially all of the assets of any subsidiary of the Company, within the meaning of Section 271 of the DGCL as if the Company were a corporation organized under the DGCL;
(xvi) any liquidation or dissolution of the Company or any subsidiary thereof;
(xvii) any acquisition by the Company or any subsidiary thereof of another Person or of any equity interests in another Person;
(xviii) any amendment of this Agreement;
(xix) any commencement by the Company or any subsidiary thereof of a voluntary case under any applicable bankruptcy, insolvency or other similar law or procedure, or the consent by the Company or any subsidiary thereof to the entry of an order for relief in an involuntary case under any such law or procedure;
(xx) the authorization, issuance or sale by the Company of Equity Securities, including options and warrants, pursuant to any plan or agreement adopted from and after the date of this Agreement;
(xxi) any merger of the Company or any subsidiary thereof with or into, or any consolidation of the Company or any subsidiary with, any other Person;
(xxii) the adoption of any Equity Incentive Plan by the Company or any subsidiary thereof not in effect on the date hereof;
(xxiii) The the appointment or removalof any officers, or the change of responsibility, responsibility of any the officers of in the Company; or
(xxiv) the entry by the Company or any subsidiary thereof into any agreement to undertake any of the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Required Member Consent. Notwithstanding anything Without the prior written approval of the Required Interest of the Members, the Company shall not, and (to the contrary contained extent it has the legal power and authority) shall cause its subsidiaries (including OpCo) and the Fund not to (in this Agreement, a single transaction or series or related transactions designed to circumvent the Board shall not approve or monetary limits set forth herein) undertake or authorize any other Person to approve or undertake, and shall not have the power or authority to approve or authorize any other Person to approve or undertake, any of the following actions with respect to the Company without the prior written consent of a Majority-In-Interest of the Membersactions:
(i) the entry by the Company make, during any one-year period, expenditures in excess of $15.0 million for one or any subsidiary thereof into any line of business other than the Initial Authorized Businessmore Acquisitions;
(ii) effect, during any one-year period, Asset Transfers involving assets valued at or resulting in net proceeds of more than $15.0 million in the incurrence or issuance aggregate (computed by reference to the Company or any subsidiary thereof Fair Market Value of indebtedness for borrowed moneythe assets Transferred);
(iii) incur any Indebtedness (not including trade payables incurred in the sale, transfer Fund’s or pledge by the Company’s (or any of its subsidiaries’) ordinary course of business) on behalf of the Fund or the Company (or any subsidiary thereof for aggregate consideration greater of its subsidiaries) of more than $500,000 of (A) intellectual property or (B) assets or agreements material to the business of the Company or 5.0 million outstanding at any subsidiary thereofone time;
(iv) the formation mortgage, pledge, assign in trust or dissolution of otherwise encumber any subsidiary property or assets of the Company, and or assign any sale monies owed or transfer by to be owed to the Company Company, except for customary Liens granted in the ordinary course of equity interests in any such subsidiarybusiness or to secure Indebtedness permitted under paragraph (iii) above;
(v) the annual approval enter into any merger, exchange or consolidation; effect a recapitalization or reorganization; commence a dissolution, liquidation or winding up of the Company’s new business plan and any significant changes its affairs; or commence, consent to such approved business planor permit a Bankruptcy;
(vi) the annual approval authorize, offer, issue or sell any securities (other than pursuant to Section 4.2(b)) or a new class or series of any securities resulting, in any one-year period, in proceeds in excess of $1.0 million, or make one or more requests of the new annual budget Members for Capital Contributions in excess of the Company and of $1.0 million in any subsidiary thereof, if applicable, and any significant changes to such approved annual budget(s)one-year period;
(vii) approve, or otherwise modify any existing arrangements with respect to, compensation of for members of the management Board of the Company or any subsidiary thereof (including salaries, bonuses and any awards under any Equity Incentive Plan)Directors;
(viii) appoint or remove any transactions between (A) the Company executive officer, enter into or modify or amend in any subsidiary thereof, material respect any employment agreement with any officer or hire any person on the one hand, and (B) any Person with an equity interest in Exchange or an Affiliate thereof, on the other hand, other than transactions undertaken in the normal course of the Company’s business an at a price and “at-will” basis or terminate any person employed on other material terms that are not less favorable to the Company than the price and other material terms generally prevailing with respect to comparable transactions between unrelated parties, as reasonably determined by Exchangesuch basis;
(ix) admit any transactions between (A) the Company new partner, member, shareholder or any subsidiary thereof, on the one hand, and (B) any other Equity Interest Holder, including Affiliates thereof, of the Company, on the other hand, other than transactions undertaken in the normal course of the Company’s business at a price and on other material terms that are not less favorable owner to the Company than the price and other material terms generally prevailing with respect to comparable transactions between unrelated parties, as reasonably determined by Exchange;
(x) the appointment of independent certified accountants or tax counsel to the Company and any subsidiary thereof;
(xi) the entry by the Company or any subsidiary thereof into any joint venture, strategic alliance, exclusive dealing, non-competition or similar commitment, other than as contemplated by the Company Business Plan and budget;
(xii) the appointment of any members of the board of any subsidiaries that are subject to board composition requirements pursuant to applicable law;
(xiii) (A) any sale of the Company, or (B) any sale of any equity interest in any subsidiary of the Company;
(xivx) authorize material transactions not in the ordinary course of business;
(xi) redeem or repurchase any recapitalization securities;
(xii) to amend the formation documents or other governing documents of such Persons;
(xiii) approve of any reorganization, transaction with any other change in organizational formAffiliate of such Persons, or any change in jurisdiction officer, director or employee of organization of the Company or any subsidiary thereof;
(xv) any sale, transfer or pledge of all or substantially all the Company’s assets, or of all or substantially all of the assets of any subsidiary of the Company, within the meaning of Section 271 of the DGCL as if the Company were a corporation organized under the DGCL;
(xvi) any liquidation or dissolution of the Company or any subsidiary thereof;
(xvii) any acquisition by the Company or any subsidiary thereof of another Person or of any equity interests in another Person;
(xviii) any amendment of this Agreement;
(xix) any commencement by the Company or any subsidiary thereof of a voluntary case under any applicable bankruptcy, insolvency or other similar law or procedure, or the consent by the Company or any subsidiary thereof to the entry of an order for relief in an involuntary case under any such law or procedure;
(xx) the authorization, issuance or sale by the Company of Equity Securities, including options and warrants, pursuant to any plan or agreement adopted from and after the date of this Agreement;
(xxi) any merger of the Company or any subsidiary thereof with or intoPersons, or any consolidation of the Company or any subsidiary with, any other Person;
(xxii) the adoption Affiliate of any Equity Incentive Plan by the Company officer, director or any subsidiary thereof not in effect on the date hereof;
(xxiii) The appointment or removal, or the change employee of responsibility, of any officers of the Companysuch Persons; or
(xxivxiv) the entry by the Company take any action, authorize or any subsidiary thereof approve, or enter into any agreement to undertake binding agreement, or otherwise obligate the Company, any of its subsidiaries or the Fund, with respect to the foregoing.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ensource Energy Income Fund LP)
Required Member Consent. Notwithstanding anything to the contrary contained in this Agreementherein, the Board shall not approve or undertake or authorize any other Person to approve or undertake, and shall not have the power or authority to approve or authorize any other Person to approve or undertake, undertake any of the following actions with respect to the Company without the prior written consent of a Majority-In-in- Interest of the Members:
(i) enter into or approve an equity incentive plan, option plan, appreciation plan, phantom plan, profit participation or similar rights plan with respect to the entry by the Company or any subsidiary thereof into any line of business other than the Initial Authorized BusinessCompany;
(ii) make any loans or advances to any Person other than in the incurrence or issuance by the Company or any subsidiary thereof ordinary course of indebtedness for borrowed moneybusiness;
(iii) incur any capital expenditure or expense, or enter into any commitment for any such capital expenditure or expense (whether in cash, by check, or otherwise) in excess of $200,000;
(iv) permit any Member to voluntarily withdraw or otherwise resign as a Member from the saleCompany;
(v) sell, lease, encumber, transfer or pledge by otherwise dispose of any assets of the Company or any subsidiary thereof of its Subsidiaries, having a value in excess of $200,000;
(vi) create, incur, assume or suffer to exist any indebtedness in respect of money borrowed (regardless of the time period for aggregate consideration greater repayment of such indebtedness), in excess of $200,000;
(vii) redeem, repurchase or otherwise acquire any Interest or any other equity interests of the Company or any interests or instruments directly or indirectly convertible, excisable or exchangeable for Interest or other equity interests of the Company, or accept any additional capital contributions;
(viii) acquire any securities, debt, or other assets of any party, other than $500,000 in connection with the operation of (A) intellectual property or (B) assets or agreements material to the business of the Company or any subsidiary thereofin the ordinary course of business;
(ivix) change or expand the formation or dissolution of any subsidiary current business of the Company, and any sale Company or transfer by the Company enter into new or related lines of equity interests in any such subsidiarybusiness;
(vx) the annual approval of the Company’s new business plan and offer, issue, or sell to any significant changes to such approved business plan;
(vi) the annual approval of the new annual budget of the Company and of any subsidiary thereof, if applicable, and any significant changes to such approved annual budget(s);
(vii) compensation of members of the management Person an Interest or other equity interest of the Company or any subsidiary thereof (including salariesinterest or other instruments directly or indirectly convertible, bonuses and any awards under any Equity Incentive Plan);
(viii) any transactions between (A) the Company exercisable, or any subsidiary thereof, on the one hand, and (B) any Person with an exchangeable for equity interest in Exchange or an Affiliate thereof, on the other hand, other than transactions undertaken in the normal course of the Company’s business at a price and on other material terms that are not less favorable to the Company than the price and other material terms generally prevailing with respect to comparable transactions between unrelated parties, as reasonably determined by Exchange;
(ix) any transactions between (A) the Company or any subsidiary thereof, on the one hand, and (B) any Interest Holder, including Affiliates thereof, interests of the Company, on the other hand, other than transactions undertaken in the normal course of the Company’s business at a price and on other material terms that are not less favorable to the Company than the price and other material terms generally prevailing with respect to comparable transactions between unrelated parties, as reasonably determined by Exchange;
(x) the appointment of independent certified accountants or tax counsel to the Company and accept any subsidiary thereofadditional capital contributions;
(xi) the entry by the Company admit new Members or any subsidiary thereof into any joint venture, strategic alliance, exclusive dealing, non-competition or similar commitment, other than as contemplated by the Company Business Plan and budgetsubstituted Members;
(xii) the appointment of enter into (directly or indirectly) any members transaction with any Member or affiliate of the board Company or other affiliates, any of their respective affiliates, or any subsidiaries that are subject to board composition requirements pursuant to applicable lawentity in which any Member or other affiliate of the Company or any of their respective affiliates may have an interest;
(xiii) become subject to any agreement or instrument which by its terms would (Aunder any circumstances) any sale of restrict the Company, ’s or (B) any sale of its Member’s right to carry on its business or perform any equity interest in any subsidiary of its obligations under the Company;Certificate or this Agreement; ·
(xiv) approve or take any recapitalization action in connection with a conversion of the Company into one or any reorganizationmore different entities or forms, including, but not limited to, a conversion into a corporation;
(xv) change or amend the Company’s organizational documents (including the Certificate and this Agreement) or make any other change in organizational formthe rights, preferences, or privileges of the Members, or any change in jurisdiction of organization of the Company or any subsidiary thereof;
(xv) any sale, transfer or pledge of all or substantially all the Company’s assets, or of all or substantially all of the assets of any subsidiary capital structure of the Company, within the meaning of Section 271 of the DGCL except as if the Company were a corporation organized under the DGCLotherwise provided in this Agreement;
(xvi) any liquidation enter into an agreement regarding, or dissolution of the Company or any subsidiary thereofconsummate, a Sale Transaction;
(xvii) any acquisition by merge or consolidate the Company or with any subsidiary thereof of another Person or of any equity interests in another Personpursuant to a transaction that does not constitute a Sale Transaction;
(xviii) take or effect any amendment of this Agreement;
(xix) any commencement by action that would render the Company bankrupt or any subsidiary thereof of a voluntary case under any applicable bankruptcyinsolvent or cause the termination, insolvency dissolution, liquidation or other similar law or procedure, or the consent by the Company or any subsidiary thereof to the entry of an order for relief in an involuntary case under any such law or procedure;
(xx) the authorization, issuance or sale by the Company of Equity Securities, including options and warrants, pursuant to any plan or agreement adopted from and after the date of this Agreement;
(xxi) any merger of the Company or any subsidiary thereof with or into, or any consolidation of the Company or any subsidiary with, any other Person;
(xxii) the adoption of any Equity Incentive Plan by the Company or any subsidiary thereof not in effect on the date hereof;
(xxiii) The appointment or removal, or the change of responsibility, of any officers winding up of the Company; or
(xxivxix) take or effect any action that specifically requires the entry by the Company consent or any subsidiary thereof into any agreement to undertake any approval of the foregoingMembers pursuant to the terms of this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement
