Common use of Restrictions on Authority of Managers Clause in Contracts

Restrictions on Authority of Managers. (a) Without the prior written consent of the Member, the Managers have no authority to: (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (iii) possess Company property, or assign rights in specific Company property, for other than a Company purpose; (iv) knowingly perform any act that would subject the Member to liability for the obligations of the Company in any jurisdiction; (v) amend this Agreement or the Certificate; (vi) dissolve the Company; (vii) initiate proceedings to have the Company adjudicated insolvent or file a voluntary petition for relief under Title 11, United States Code (11 U.S.C. §§ 101 et seq.); 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 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 Company’s property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action; (viii) require additional capital contributions; (ix) admit new Members or cause the withdrawal of the Member; (x) remove or replace a Manager; (xi) transfer all or substantially all of the Company’s property; provided, however, that the foregoing shall in no way limit the Managers’ ability to pledge or grant a security interest in the Company’s property; or

Restrictions on Authority of Managers. (a) Without the prior written consent of the MemberMembers holding Units representing 75% of the outstanding Membership Interests in the Company (or Managers representing Members holding such an amount of Membership Interests), the Managers have no authority to: (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (iii) possess Company propertyProperty, or assign rights in specific Company propertyProperty, for other than a Company purpose; (iv) knowingly perform any act that would subject the any Member to liability for the obligations of the Company in any jurisdiction; (v) amend this Agreement file a voluntary petition or the Certificate; (vi) dissolve the Company; (vii) otherwise initiate proceedings (x) to have the Company adjudicated insolvent or file a voluntary petition or, (y) seeking an order for relief of the Company as debtor under Title 11, the United States Bankruptcy Code (11 U.S.C. §§ Sections 101 et seq.); 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 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 Company’s propertyProperty, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s 's debt or take any action in furtherance of any proscribed action; (viiivi) require additional capital contributionsCapital Contributions, except as specifically contemplated by Section 2.3 of this Agreement; (ixvii) admit new Members or cause the withdrawal of the Member; (x) remove or replace a Manager; (xi) transfer sell all or substantially all of the Property; (viii) amend this Agreement or the Certificate, if such amendment would materially and adversely affect the rights, preferences or privileges of the interests of an Initial Member, including an amendment, the effect of which would be to cause the Company to be taxable as a corporation or to be treated as an association taxable as a corporation for federal income tax purposes; (ix) dissolve or terminate the Company’s property; provided; (x) merge the Company into another entity, howeverif the Company is not the surviving entity, that or if the foregoing shall holders of Units immediately prior to the merger hold less than fifty percent of the equity interests in no way limit the Managers’ ability surviving entity immediately after the merger; (xi) amend the Management Agreement; (xii) cause a fundamental change in the nature of the Company's business, unless such change is required by applicable law; (xiii) do any other matters expressly set forth in this Agreement as requiring the consent, vote or approval of all of the Initial Members; (xiv) approve loans by Members to pledge the Company; (xv) approve the borrowing of funds in excess of $200,000.00 on the Company's behalf and approve the pledging of assets of the Company as security for indebtedness; (xvi) create any new class of membership or grant a security other interest in the Company’s property; (xvii) admit a Member to the Company; or (xviii) take any other action that is outside the ordinary course of the Company's business. (b) Without the consent of Managers representing Members holding Units representing 75% of the outstanding Membership Interests in the Company, the Managers have no authority to approve the annual operating or capital budget for the Company or any deviation of more than $50,000 from the amount shown in an approved budget for any item of expense that is within the reasonable control of the Company. On or before November 30 of each year RCG will prepare a proposed operating and capital budget for the following year, and the Managers will promptly review, comment on and, if acceptable, approve such budget. The Managers will negotiate in good faith to agree on a budget for the coming year. If the Managers, following such good faith negotiations, do not agree on a budget, then either party may submit the matter to dispute resolution as contemplated by Section 7.2.

Restrictions on Authority of Managers. (ai) Without the prior written consent of all the MemberMembers, the Managers have no authority to: (ia) do any act in contravention of this Agreement; (iib) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (iiic) possess Company propertyProperty, or assign rights in specific Company propertyProperty, for other than a Company purpose; (ivd) knowingly perform any act that would subject the Member to liability for the obligations of the Company in any jurisdiction; (ve) consent to transfer a Member’s interest; (f) amend this Agreement or the Certificate;Articles; or (vig) dissolve the Company;. (viiii) Without the consent of a majority of the Members, the Managers have no authority to: (a) file a voluntary petition or otherwise initiate proceedings (1) to have the Company adjudicated insolvent or file a voluntary petition or, (2) seek an order for relief of the Company as debtor under Title 11, the United States Bankruptcy Code (11 U.S.C. §§ 101 et seqseg.); 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 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 Company’s propertyProperty, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action; (viiib) require additional capital contributions; (ixc) admit new Members members or cause the withdrawal of the Member; (xd) remove or replace a Manager; (xie) transfer all or substantially all of the Company’s property; provided, however, that Property; (f) merge the foregoing shall in no way limit Company pursuant to §10-12-53 and 54 of the Managers’ ability to pledge or grant a security interest in the Company’s propertyAlabama Act; or (g) do any other matters expressly set forth in this Agreement as requiring the consent of a majority of the Members.

Restrictions on Authority of Managers. (a) Without the prior written consent of the MemberMembers holding Units representing 65% of the outstanding Membership Interests in the Company (or Managers representing Members holding such an amount of Membership Interests), the Managers have no authority to: (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (iii) possess Company propertyProperty, or assign rights in specific Company propertyProperty, for other than a Company purpose; (iv) knowingly perform any act that would subject the any Member to liability for the obligations of the Company in any jurisdiction; (v) amend this Agreement file a voluntary petition or the Certificate; (vi) dissolve the Company; (vii) otherwise initiate proceedings (x) to have the Company adjudicated insolvent or file a voluntary petition or, (y) seeking an order for relief of the Company as debtor under Title 11, the United States Bankruptcy Code (11 U.S.C. §§ Sections 101 et seq.); 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 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 Company’s propertyProperty, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s 's debt or take any action in furtherance of any proscribed action; (viiivi) require additional capital contributionsCapital Contributions, except as specifically contemplated by Section 2.3 of this Agreement; (ixvii) admit new Members or cause the withdrawal of the Member; (x) remove or replace a Manager; (xi) transfer sell all or substantially all of the Property; (viii) amend this Agreement or the Certificate, if such amendment would materially and adversely affect the rights, preferences or privileges of the interests of an Initial Member, including an amendment, the effect of which would be to cause the Company to be taxable as a corporation or to be treated as an association taxable as a corporation for federal income tax purposes; (ix) dissolve or terminate the Company’s property; provided; (x) merge the Company into another entity, howeverif the Company is not the surviving entity, that or if the foregoing shall holders of Units immediately prior to the merger hold less than fifty percent of the equity interests in no way limit the Managers’ ability surviving entity immediately after the merger; (xi) amend the Management Agreement; (xii) cause a fundamental change in the nature of the Company's business, unless such change is required by applicable law; (xiii) do any other matters expressly set forth in this Agreement as requiring the consent, vote or approval of all of the Initial Members; (xiv) approve loans by Members to pledge the Company; (xv) approve the borrowing of funds in excess of $200,000.00 on the Company's behalf and approve the pledging of assets of the Company as security for indebtedness; (xvi) create any new class of membership or grant a security other interest in the Company’s property; (xvii) admit a Member to the Company; or (xviii) approve the annual operating or capital budget for the Company or any deviation of more than $50,000 from the amount shown in an approved budget for any item of expense that is within the reasonable control of the Company; or (xix) take any other action that is outside the ordinary course of the Company's business.

Restrictions on Authority of Managers. (a) Without the prior written consent of the MemberMembers holding Units representing 65% of the outstanding Membership Interests in the Company (or Managers representing Members holding such an amount of Membership Interests), the Managers have no authority to: (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (iii) possess Company propertyProperty, or assign rights in specific Company propertyProperty, for other than a Company purpose; (iv) knowingly perform any act that would subject the any Member to liability for the obligations of the Company in any jurisdiction; (v) amend this Agreement file a voluntary petition or the Certificate; (vi) dissolve the Company; (vii) otherwise initiate proceedings (x) to have the Company adjudicated insolvent or file a voluntary petition or, (y) seeking an order for relief of the Company as debtor under Title 11, the United States Bankruptcy Code (11 U.S.C. §§ Sections 101 et seq.); 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 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 Company’s propertyProperty, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s 's debt or take any action in furtherance of any proscribed action; (viiivi) require additional capital contributionsCapital Contributions, except as specifically contemplated by Section 2.3 of this Agreement; (ixvii) admit new Members or cause the withdrawal of the Member; (x) remove or replace a Manager; (xi) transfer sell all or substantially all of the Property; (viii) amend this Agreement or the Certificate, if such amendment would materially and adversely affect the rights, preferences or privileges of the interests of an Initial Member, including an amendment, the effect of which would be to cause the Company to be taxable as a corporation or to be treated as an association taxable as a corporation for federal income tax purposes; (ix) dissolve or terminate the Company’s property; provided; (x) merge the Company into another entity, howeverif the Company is not the surviving entity, that or if the foregoing shall holders of Units immediately prior to the merger hold less than fifty percent of the equity interests in no way limit the Managers’ ability surviving entity immediately after the merger; (xi) amend the Management Agreement; (xii) cause a fundamental change in the nature of the Company's business, unless such change is required by applicable law; (xiii) do any other matters expressly set forth in this Agreement as requiring the consent, vote or approval of all of the Initial Members; (xiv) approve loans by Members to pledge the Company; (xv) approve the borrowing of funds in excess of $200,000.00 on the Company's behalf and approve the pledging of assets of the Company as security for indebtedness; (xvi) create any new class of membership or grant a security other interest in the Company’s property; (xvii) admit a Member to the Company; or (xviii) take any other action that is outside the ordinary course of the Company's business. (b) Without the consent of Managers representing Members holding Units representing 65% of the outstanding Membership Interests in the Company, the Managers have no authority to approve the annual operating or capital budget for the Company or any deviation of more than $50,000 from the amount shown in an approved budget for any item of expense that is within the reasonable control of the Company. On or before November 30 of each year RCG will prepare a proposed operating and capital budget for the following year, and the Managers will promptly review, comment on and, if acceptable, approve such budget. The Managers will negotiate in good faith to agree on a budget for the coming year. If the Managers, following such good faith negotiations, do not agree on a budget, then either party may submit the matter to dispute resolution as contemplated by Section 7.2.

Restrictions on Authority of Managers. (a) Without the prior written consent of the Member, the Managers have no authority to: (ia) do any act in contravention of this Agreement; (iib) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (iiic) possess Company property, or assign rights in specific Company property, for other than a Company purpose; (ivd) knowingly perform any act that would subject the Member to liability for the obligations of the Company in any jurisdiction; (ve) amend this Agreement file a voluntary petition or the Certificate; (vi) dissolve the Company; (vii) otherwise initiate proceedings (x) to have the Company adjudicated insolvent or file a voluntary petition (y) seeking an order for relief of the Company as debtor under Title 11, the United States Bankruptcy Code (11 U.S.C. §§ 101 et seq.); 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 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 Company’s property, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s debt or take any action in furtherance of any proscribed action; (viii) require additional capital contributions; (ixf) admit new Members or cause permit the withdrawal of the a Member; (xg) remove consent to a sale of the Company or replace a Manager; (xi) transfer all or substantially all of its assets; or (h) dissolve the Company’s property; provided, however, that the foregoing shall in no way limit the Managers’ ability to pledge or grant a security interest in the Company’s property; or.

Restrictions on Authority of Managers. (a) Without the prior written consent of the MemberMembers holding Units representing 75% of the outstanding Membership Interests in the Company (or Managers representing Members holding such an amount of Membership Interests), the Managers have no authority to: (i) do any act in contravention of this Agreement; (ii) do any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (iii) possess Company propertyProperty, or assign rights in specific Company propertyProperty, for other than a Company purpose; (iv) knowingly perform any act that would subject the any Member to liability for the obligations of the Company in any jurisdiction; (v) amend this Agreement file a voluntary petition or the Certificate; (vi) dissolve the Company; (vii) otherwise initiate proceedings (x) to have the Company adjudicated insolvent or file a voluntary petition or, (y) seeking an order for relief of the Company as debtor under Title 11, the United States Bankruptcy Code (11 U.S.C. §§ Sections 101 et seq.); 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 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 Company’s propertyProperty, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due, or declare or effect a moratorium on the Company’s 's debt or take any action in furtherance of any proscribed action; (viiivi) require additional capital contributionsCapital Contributions, except as specifically contemplated by Section 2.3 of this Agreement; (ixvii) admit new Members or cause the withdrawal of the Member; (x) remove or replace a Manager; (xi) transfer sell all or substantially all of the Property; (viii) amend this Agreement or the Certificate, if such amendment would materially and adversely affect the rights, preferences or privileges of the interests of an Initial Member, including an amendment, the effect of which would be to cause the Company to be taxable as a corporation or to be treated as an association taxable as a corporation for federal income tax purposes; (ix) dissolve or terminate the Company’s property; provided; (x) merge the Company into another entity, howeverif the Company is not the surviving entity, that or if the foregoing shall holders of Units immediately prior to the merger hold less than fifty percent of the equity interests in no way limit the Managers’ ability surviving entity immediately after the merger; (xi) amend the Management Agreement; (xii) cause a fundamental change in the nature of the Company's business, unless such change is required by applicable law; (xiii) do any other matters expressly set forth in this Agreement as requiring the consent, vote or approval of all of the Initial Members; (xiv) approve loans by Members to pledge the Company; (xv) approve the borrowing of funds in excess of $200,000.00 on the Company's behalf and approve the pledging of assets of the Company as security for indebtedness; (xvi) create any new class of membership or grant a security other interest in the Company’s property; (xvii) admit a Member to the Company; or (xviii) approve the annual operating or capital budget for the Company or any deviation of more than $50,000 from the amount shown in an approved budget for any item of expense that is within the reasonable control of the Company; or (xix) take any other action that is outside the ordinary course of the Company's business.