Required Member Consents. Notwithstanding any other provision of this Agreement, except as set forth in the Commercial Alliance Agreements, no action may be taken by the Joint Sales Company (whether by the Board of Directors, the Officers or otherwise) in connection with any of the following matters without the unanimous consent of the Members, acting through the Steering Committee: * CONFIDENTIAL TREATMENT REQUESTED
(a) Any activity that is not consistent with the purposes of the Joint Sales Company as set forth in Section 1.3 hereof;
(b) Any act in contravention of this Agreement or any Commercial Alliance Agreement to which the Joint Sales Company is a party;
(c) Confession of a judgment against the Joint Sales Company in an amount in excess of $200,000;
(d) A material change in the Business;
(e) Any sale of assets by the Joint Sales Company, other than sales of inventory in the ordinary course of business, involving total consideration in excess of $200,000;
(f) Any transaction by the Joint Sales Company involving the incurrence, creation, assumption, guarantee or suffering by the Joint Sales Company of any indebtedness in excess of $200,000 in principal amount, or the issuance of any equity or any equity-based security by the Joint Sales Company;
(g) Any expenditure, investment or acquisition involving total consideration in excess of $200,000, other than the acquisition of raw materials or products for sale in the ordinary course of business;
(h) Any transaction between the Joint Sales Company and any Member, Director or Affiliate of a Member;
(i) Any transaction to liquidate or dissolve the Joint Sales Company;
(j) Any transaction by the Joint Sales Company to merge or consolidate with another entity;
(k) Any transaction to sell or license any intellectual property owned or licensed by the Joint Sales Company;
(l) Adopting or implementing any business plan or budget intended to represent a detailed statement of expected income, expenses and other expenditures or receipts on behalf of the Joint Sales Company or any Wholly-Owned Affiliate;
(m) Any amendment and/or restatement of this Agreement or the Certificate and/or any amendment and/or restatement of the governing documents of any Wholly-Owned Affiliate of the Joint Sales Company;
(n) The formation, dissolution, liquidation, merger or consolidation of any Wholly-Owned Affiliate of the Joint Sales Company; * CONFIDENTIAL TREATMENT REQUESTED 32 (o) Issuing or committing to issue, or repurchasing or redeeming of or committing...
Required Member Consents. Notwithstanding any other provision of this Agreement no action may be taken by the Company (whether by the Management Committee, or otherwise) in connection with any of the following matters without the written consent of all of the Members:
(a) Any act in contravention of this Agreement; or
(b) Any transaction to liquidate or dissolve the Company.
Required Member Consents. Notwithstanding any other provision of this Operating Agreement, no action may be taken by the Company (whether by the Governing Board or otherwise) in connection with the following matters without the approval of Members owning at least 80% of the outstanding Percentage Interest:
(a) Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Section 2.3 hereof;
(b) Knowingly do any act in contravention of this Agreement;
(c) Cause the Company to reorganize, recapitalize, merge or consolidate with another Person;
(e) Cause the Company to take any action that would cause a Bankruptcy of the Company;
(f) Possess Company assets, or assign rights in any Company assets, for other than a Company purpose;
(g) Confess a judgment against the Company;
(h) Change the Percentage Interest of any Member without the consent of the affected Member; or
(i) Amend this Agreement.
Required Member Consents. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Managers or otherwise) in connection with any of the following matters without the written consent of the Members who own more than Seventy-Five (75%) of the total Voting Ownership Units of the Company as set forth in Section 4.1 A. Confession of a judgment against the Company;
Required Member Consents. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board or otherwise) in connection with any of the following matters without the Consent of the Members:
(a) Any activity that is not consistent with the purpose of the Company as set forth in SECTION 1.3 hereof;
(b) A material change in the nature of the Business; and
(c) Any transaction by the Company to merge or consolidate with another entity or to sell all or substantially all of its assets.
Required Member Consents. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Management Committee or otherwise) in connection with any of the following matters without the vote or written consent of at least percent ( %) of the Members:
(a) Any activity that is not consistent with the purposes of the Company as set forth in Section 1.3 hereof;
(b) Any act in contravention of this Agreement;
(c) A material change in the nature of the Business;
(d) Any sale of substantially all of the assets of the Company;
(e) Any transaction to liquidate or dissolve the Company; and
(f) Any transaction by the Company to merge or consolidate with another Person.
Required Member Consents. Notwithstanding any other provision of this Agreement, the Plan shall not, whether by amendment of this Agreement and/or through any reorganization, transfer of assets, consolidation, merger, dissolution, filing for bankruptcy, issue or sale of securities or any other voluntary action, without (in addition to any other vote required by law or this Agreement) the consent of Members holding greater than fifty percent (50%) of the outstanding Units, do any of the following:
(a) take any action that results in a liquidation, dissolution or wind-up of the affairs of the Plan, or results in, or commits the Plan to a liquidation, dissolution or wind-up of the affairs of the Plan, other than due to a Dissolution Event;
(b) agree to or consummate any merger, consolidation, purchase or sale of assets, or other business combination, or any partnership, joint venture or similar arrangement, involving the Plan;
(c) agree to the incurrence of any indebtedness for borrowed money, or the entry into any agreement, commitment, assumption or guarantee with respect to indebtedness for borrowed money;
(d) agree to amend the Unit Restriction Agreement (other than an amendment that is approved by the Board of Managers in its discretion to implement an amendment made to a corresponding provision of the Viant Operating Agreement that does not treat the Members disproportionately or otherwise adversely affect a Member’s distributions or allocations); or
(e) encumber any part of the Viant Interests held by the Plan in a single transaction or series of transactions.
Required Member Consents. Notwithstanding any other provision of this Agreement, the Manager shall not have the authority to, and covenants and agrees that it shall not, do any of the following acts without the consent of the Members: (a) Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Section 1.3 hereof, (b) Knowingly do any act in contravention of this Agreement; (c) Confess a judgment against the Company in an amount in excess of $100,000; (d) Cause the Company to merge or consolidate with another Person; (e) Cause the Company to dissolve, except as otherwise provided in Section 10.8(a)(i) hereof; (f) Knowingly do any act which would make it impossible to carry on the ordinary. business of the Company, except as otherwise provided in this Agreement; (g) Possess Property, or assign rights in specific Property, for other than a Company purpose; (h) Cause the Company to take any action that would cause a Bankruptcy of the Company; (i) Cause a significant change in the nature of the Company's business or make any amendment, consent, waiver, or other modification with respect to the Operating Agreement of PCI Air Management Partners, L.L.C., including, but not limited to, any consent required by Section 6.5 thereof, the PCJL Notes, the Articles of Incorporation of AIMC, the AMP Funding Contribution Agreement, any Permitted Investment or the Aircraft Lease Documents; (j) Cause the Company to admit any additional Members or issue any additional Interests other than pursuant to Section 10.6 hereof or to effect any redemption or retirement of any part of an Interest (other than a retirement pursuant to Section 10.8(b) hereof); (k) Cause the Company to incur, assume, or obligate itself by contract for any Debt in the aggregate in excess of $50,000, except that the Company may incur, assume or obligate itself by contract for (i) liabilities described in Sections 5. 1 (q) and 5.3(b) hereof, and (ii) current trade liabilities incurred in the ordinary course of the Company's trade or business and payable in accordance with customary practices; (l) Cause the Company to refinance, recast, increase, modify, or extend any liabilities affecting the Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Property; (m) Cause the Company to acquire directly or indirectly any assets other than the following: (i) Capital Contributions, (ii) an interest in PCI Air LLC, (iii)...
Required Member Consents. Notwithstanding any other provision of this Operating Agreement, no action may be taken by the Company (whether by the Management Committee or otherwise) in connection with the following matters without the unanimous affirmative vote of the Members: (a) Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Section 1.3 hereof; (b) Knowingly do any act in contravention of this Operating Agreement; (c) Confess a judgment against the Company in an amount in excess of $100,000; (d) Cause the Company to merge or consolidate with another Person; (e) Knowingly do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Operating Agreement; (f) Possess Property, or assign rights in specific Property, for other than a Company purpose; (g) Cause the Company to take any action that would cause a Bankruptcy of the Company; 34 _____________________________________________________________________________
Required Member Consents. No action may be taken by the Company (whether by the Board of Managers or otherwise) if such action is described in this Agreement as requiring the vote, consent, or approvals of the Members unless the requisite vote, consent or approval of the Members has been so obtained.
