Common use of Reserved Powers Clause in Contracts

Reserved Powers. (a) Notwithstanding any provision to the contrary contained herein, the approval of the Manager shall be required for the following actions with respect to the Company: (i) Amendment of the Certificate of Formation or this Agreement; (ii) The conversion of the Company to another type of entity organized within or without the State, including without limitation, a limited partnership; (iii) Merger, equity interest exchange, business combination or consolidation with any other Person, excepting a wholly-owned subsidiary; (iv) Creating or authorizing any new class or series of Units or equity, or selling, issuing or granting additional Units; (v) A decision to file a voluntary petition or otherwise initiate proceedings to have the Company adjudicated insolvent, or seeking an order for relief of the Company as debtor under the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.); to file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or to seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the assets of the Company, or to make any general assignment for the benefit of creditors of the Company, or to admit in writing the inability of the Company to pay its debts generally as they become due, or to declare or effect a moratorium on the Company's debt or to take any action in furtherance of any of the above proscribed actions; (vi) Any decision to dissolve or liquidate the Company, except as specifically set forth in this Agreement; (vii) Approving any budget or strategic or business plan for the Company or any of its Affiliates; (viii) Except with respect to an Affiliate of the Company, making any investment in any Person; (ix) Encumbering all of the assets of the Company or any Affiliate of the Company; and (x) Making any distributions of Company cash or other property except as specifically provided in this Agreement.

Reserved Powers. The actions of the Board designated in this Article VIII are subject to powers reserved to the Sole Shareholder (a) each such action is referred to individually as a “Reserved Power” and collectively referred to as the “Reserved Powers”). Notwithstanding any other provision to of these Articles or the contrary contained hereinBy-Laws, the approval of the Manager no act shall be required for taken, sum expended, decision made or obligation incurred by the following actions Corporation with respect to a matter within the Companyscope of any of the Reserved Powers unless and until the same has been approved by the Sole Shareholder. The Reserved Powers referred to in this Article VIII shall be the following: (i1) Amendment any action to change to the name of the Certificate Corporation or to the name of Formation any corporation, partnership, or this Agreementlimited liability company directly or indirectly wholly-owned by the Corporation (such entities are referred to herein as the “Subsidiaries”); (ii2) The conversion any action to amend to the By-Laws of the Company to another type Corporation or any of entity organized within or without the State, including without limitation, a limited partnershipSubsidiaries; (iii3) Mergerany action to (A) create, equity interest exchangeincur or assume any indebtedness for borrowed money or guarantee any such indebtedness of any person, business combination (B) issue or consolidation with sell any debt securities or warrants or other Personrights to acquire any debt securities of the Corporation or any of its Subsidiaries, excepting a wholly-owned subsidiaryor (C) guarantee any debt securities of any person; (iv4) Creating any action to authorize the Corporation or authorizing any new class of the Subsidiaries to merge or series of Units consolidated with or equityinto, or sellingacquire all or substantially all of the assets of, issuing any corporation, partnership, limited liability company, or granting additional Unitsany other business entity or person; (v5) A decision any action to file a voluntary petition sell, lease, transfer or otherwise initiate proceedings to have the Company adjudicated insolvent, or seeking an order for relief of the Company as debtor under the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.); to file any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect to the Company; or to seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or dispose of all or any substantial part of the assets (whether in a single transaction or series of transactions during any consecutive 12-month period) of the Company, Corporation or to make any general assignment for the benefit of creditors of the Company, or to admit in writing the inability of the Company to pay its debts generally as they become due, or to declare or effect a moratorium on the Company's debt or to take any action in furtherance of any of the above proscribed actions; (vi) Any decision to dissolve or liquidate Subsidiaries other than in the Company, except as specifically set forth in this Agreement; (vii) Approving any budget or strategic or ordinary course of the business plan for of the Company Corporation or any of its Affiliates; (viii) Except with respect to an Affiliate of the Company, making any investment in any Person; (ix) Encumbering all of the assets of the Company or any Affiliate of the CompanySubsidiaries; and (x6) Making any distributions of Company cash action to make any loan or advance to any person or purchase or otherwise acquire any capital stock, obligations or other property except as specifically provided in this Agreementsecurities of, or make any capital contribution to, or otherwise invest in, any person other than the Subsidiaries.

Reserved Powers. (a) Notwithstanding any other provision to the contrary contained hereinof this Agreement, the approval of the Manager shall be required for have no authority to and shall not cause or commit the Company to do any of the following actions with respect to without the express written consent of all Members holding at least eighty-five percent (85%) of the Membership Interests of the Company: (a) make annual capital expenditures which are not contemplated in the applicable Business Plan and which are in excess of $100,000 in the aggregate for any Fiscal Year; (b) enter into any agreement relating to merger, amalgamation, consolidation, reconstruction, demerger, joint venture, or acquisition of shares, debt, Membership Interests or assets of another Person; (c) engage in any new business that is outside the scope or mandate of the Company as set forth in Section 2.1, or establish, construct or close any plant or trading facilities or introduce any new product line or service offering, except to the extent contemplated in the applicable Business Plan; (d) dispose of, whether by sale, disposition or otherwise, all or a portion (which is material to the Company’s business or execution and implementation of the Business Plan) of the Company’s business and/or assets other than pursuant to arm’s length sales in the ordinary course of business; (e) enter into any contract or written agreement: (i) Amendment involving an amount to be paid by the Company over the life of the Certificate contract which is anticipated to be in excess of Formation $100,000, other than any contract relating directly to the sale of products or this Agreementthe purchase of raw materials; (ii) The conversion outside of the Company to another type ordinary course of entity organized within or without the State, including without limitation, a limited partnershipbusiness of the Company; (iii) Merger, equity interest exchange, business combination or consolidation with any other Person, excepting a wholly-owned subsidiary;relating to the sale of products which is not contemplated in the applicable Business Plan; or (iv) Creating relating to the purchase of raw materials which is not contemplated in the applicable Business Plan; (f) lend any funds of the Company (other than normal trade credit) to any Person, guaranty the obligations of another Person, indemnify another Person except in the ordinary course of business, or authorizing become a surety for the obligations of any new class Person; (g) mortgage, pledge, grant a security interest in, or otherwise encumber Property of the Company; (h) incur or refinance any indebtedness for money borrowed by the Company, whether secured or unsecured and including any indebtedness for money borrowed from a Member; (i) incur any liability or make any single expenditure or series of Units related expenditures in an amount exceeding $100,000 in the aggregate in any Fiscal Year, except as contemplated in the applicable Business Plan; (j) amend, modify or equityrevoke this Agreement or any other organizational or governing documents of the Company, any Related Agreement, or sellingthe Business Plan; (k) redeem any Membership Interests, issuing incorporate or granting additional Unitsissue any securities in the Company, establish any subsidiary company, or invest in another Person; (l) change the Company’s name; (m) authorize the Company to make an assignment for the benefit of creditors, file a petition in bankruptcy, or consent to the appointment of a receiver for the Company or its assets; (n) institute, prosecute, defend, settle, compromise or dismiss any claim, lawsuit, or judicial or administrative proceeding involving an amount in controversy in excess of $50,000 brought by or on behalf of, or against, the Company or the Members in connection with activities arising out of, or connected with or incidental to this Agreement or the business of the Company; (o) substantially reduce, increase or otherwise modify the Company’s insurance program; (p) determine, establish or substantially modify the Company’s accounting policies or practices; (q) except as provided in the Related Agreements, acquire, license, sell, transfer, or otherwise grant or dispose of any right or interest to or from any Person of any rights in intellectual property, patents, trademarks, know-how and other technology; (r) change the compensation or benefits payable or to become payable to any present or former employee, sales person, consultant or agent, or to which such Persons are or may become entitled, outside the ordinary course of the Company’s business, except for such changes as may be required by any law, regulation, ordinance or decree; (s) change any management or other similar fees or royalties or other similar payments paid or payable to a Member; (t) admit any Person to the Company as a Member, or determine the terms and conditions of such admission; (u) voluntarily dissolve, wind-up or liquidate the Company; (v) A decision to file a voluntary petition or otherwise initiate proceedings to have the Company adjudicated insolvent, or seeking an order for relief of the Company as debtor under the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.); to file do any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency, or other relief for debtors with respect act that is unrelated to the Company; or to seek the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) purpose of the Company or that otherwise contravenes any provision of all or any substantial part of the assets of the Company, or to make any general assignment for the benefit of creditors of the Company, or to admit in writing the inability of the Company to pay its debts generally as they become due, or to declare or effect a moratorium on the Company's debt or to this Agreement; or (w) take any action in furtherance or execute any instrument which, by another express provision of any this Agreement, requires the approval of the above proscribed actions; (vi) Any decision to dissolve Members or liquidate the Company, except as specifically set forth in this Agreement; (vii) Approving any budget or strategic or business plan for the Company or any of its Affiliates; (viii) Except with respect to an Affiliate of the Company, making any investment in any Person; (ix) Encumbering all of the assets of the Company or any Affiliate of the Company; and (x) Making any distributions of Company cash or other property except as specifically provided in this AgreementBoard.