Required Member Consents Sample Clauses

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:
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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:
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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)...
Sample 1
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
Sample 1
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 _____________________________________________________________________________
Sample 1
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:
Sample 1
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.
Sample 1
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Required Member Consents 
Sample 1

Related to Required Member Consents

  • Governmental Consents No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.

  • Governmental Consent, etc No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the other agreements contemplated hereby, or the consummation by the Company of any other transactions contemplated hereby or thereby.

  • Governmental Consents, etc No authorization, consent, approval, license or exemption of or registration, declaration or filing with any Governmental Authority, is necessary for the valid execution and delivery of, or the incurrence and performance by the Company of its obligations under, any Loan Document to which it is a party, except those that have been obtained and such matters relating to performance as would ordinarily be done in the ordinary course of business after the Execution Date.

  • Governmental Approvals; Consents Except as described in Schedule -------------------------------- -------- 4.3(c), the execution, delivery and performance of this Agreement, the Xenon 2 ------ Merger Agreement, the Voting Agreement, the Option Agreement and the Implementing Agreements by Xoom, Xenon 2 and each of their respective Subsidiaries and the consummation by such party of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach of any provision of the certificate of incorporation or bylaws or other governing documents of Xoom, Xenon 2 or their respective Subsidiaries; (ii) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Authority; (iii) require the consent or approval of any Person (other than a Governmental Authority) or violate or conflict with, or result in a breach of any provision of, constitute a default (or an event which with notice or lapse of time or both would become a default) or give to any third party any right of termination, cancellation, amendment or acceleration under, or result in the creation of a Lien on any of the assets of Xoom, Xenon 2 or any of their respective Subsidiaries under, any of the terms, conditions or provisions of any contract or license to which Xoom, Xenon 2 or any of their respective Subsidiaries is a party or by which it or its assets or property are bound; or (iv) violate or conflict with any order, writ, injunction, decree, statute, rule or regulation applicable to Xoom, Xenon 2 or any of their respective Subsidiaries; other than any consents, approvals, authorizations and permits the failure of which to obtain and any violations, conflicts, breaches defaults and other matters set forth pursuant to clauses (ii), (iii) and (iv) above which, individual ly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Governmental Authorization; Third Party Consents No approval, consent, compliance, exemption or authorization of any governmental authority or agency, or of any other person or entity, is necessary or required in connection with the execution, delivery or performance by, or enforcement against, the Warrant Holder of this Warrant Agreement or the transactions contemplated hereby.

  • Governmental Consent No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations.

  • Required Consents No consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition:

  • Governmental Authorization; Other Consents No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document.

  • Governmental Authorization; Third Party Consent No approval, consent, compliance, exemption, authorization, or other action by or notice to, or filing with, any governmental authority or any other person or entity in respect of any requirements of law or otherwise is necessary or required by the Company in connection with the execution, delivery or performance by the Company of this Agreement, except for such approval, consent, compliance, exemption, authorization, or other action which, if not obtained or made, would not reasonably be likely to prevent or materially delay the Company from performing its obligations under this Agreement in all material respects.

  • Governmental Authorization; Consents (a) The execution, delivery and performance by Parent and Buyer of this Agreement require no action by or in respect of, or filing with, any Governmental Entity.

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