Required Member Consents Clause Samples

Required Member Consents. (a) Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board of Managers, or otherwise) in connection with any of the following matters without the Approval of the Members: (i) Any activity that is not consistent with the purposes of the Company as set forth in Section 2.3 hereof; (ii) Any act in contravention of this Agreement; (iii) Confession of a judgment against the Company (other than in the ordinary course of business); (iv) A material change in the nature of the Business; (v) a material change in the manner in which the Business is conducted, including without limitation any amendment to the Memorandum of Association or By-Laws of the Subsidiary or any change in the composition of the Board of Directors of the Subsidiary; (vi) Any sale of assets of the Company not in the ordinary course of business or involving total consideration in excess of $100,000; (vii) Issuance of additional Membership Interests or any other equity or any equity-based security by the Company other than any adjustment to Capital Accounts and allocations of Profits, Losses or Net Cash Flow contained in this Agreement; (viii) Any capital expenditures in excess of $250,000; (ix) Any transaction in excess of $10,000 between the Company and any Member, Manager, or Affiliate thereof; or (x) Any acquisition by the Company not in the ordinary course of business or involving total consideration in excess of $500,000. (xi) Any transaction by the Company involving the incurrence of any indebtedness for borrowed money not in the ordinary course of business or in excess of $250,000 or any guaranty or other contingent liability of the Company in respect of any obligation of any third party (other than in the ordinary course of business); (xii) the payment of any distribution to the Members; (xiii) Dissolution, liquidation, or winding up of the Company; or (xiv) Merger or consolidation of the Company, or sale of the Company or all or substantially of all of its assets; provided however that such transaction will not be consummated until after the expiration of the Management Members' rights under Section 11.4(g) below.

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 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. 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.

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 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. 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, 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: (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; * CONFIDENTIAL TREATMENT REQUESTED (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; (o) Issuing or committing to issue, or repurchasing or redeeming of or committing to repurchase or redeem any Units or ...