Common use of Restrictions on Authority of the Manager Clause in Contracts

Restrictions on Authority of the Manager. No Manager shall have the authority to, and each Manager covenants and agrees that it shall not take or do any of the following acts without the Approval 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 this Agreement; (b) Obligate the Company to acquire any interest in any oil and gas properties or any other real estate; (c) Borrow money for the Company from banks, other lending institutions, the Manager, Members, or Affiliates of the Manager or Members or in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; no debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Act by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; (d) Knowingly do any act in contravention of this Agreement; (e) Without the Approval of the Members, 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; (f) Confess a judgment against the Company in an amount in excess of $2,500.00; (g) Possess property, or assign rights in specific property, for other than a Company purpose; (h) Without the Approval of the Members, knowingly perform any act that would cause the Company to conduct business in a state which has neither enacted legislation which permits limited liability companies to organize in such state nor permits the Company to register to do business in such state as a foreign limited liability company; (i) Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company; (j) Cause the Company to acquire any equity or debt securities of any Member or any of its Affiliates, or otherwise make loans to any Member or any of its Affiliates; (k) Cause the Company to admit any additional Members other than pursuant to the terms of this Agreement; (l) Cause the Company to incur any liabilities in any transaction in excess of $100,000.00; (m) Cause the Company to make any capital expenditure in any single transaction in excess of $100,000.00; or (n) Sell or otherwise dispose of all or substantially all of the Company’s assets other than immaterial assets in the ordinary course of the Company’s business, except for a liquidating sale in connection with the dissolution of the Company.

Restrictions on Authority of the Manager. No Except as otherwise provided in this Agreement, without the consent of both the Manager and the Special Purpose Manager, the Manager shall not have the authority to, and each Manager covenants and agrees that it shall not take or do any of the following acts without the Approval of the Membersnot: (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 this Agreement; (b) Obligate the Company to acquire any interest in any oil and gas properties or any other real estate; (c) Borrow money for the Company from banks, other lending institutions, the Manager, Members, or Affiliates of the Manager or Members or in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; no debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Act by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; (d) Knowingly do Do any act in contravention of this AgreementAgreement or, when acting on behalf of the Company, engage in activities inconsistent with the purposes of the Company; (eb) Without the Approval of the Members, knowingly do Do any act which would make it impossible commercially unreasonable to carry on the ordinary business of the Company, except as and the Manager shall not be required to do any such act otherwise provided in required to be done by it pursuant to this AgreementAgreement without the consent of all of the Members; (f) Confess a judgment against the Company in an amount in excess of $2,500.00; (gc) Possess propertyProperties, or assign rights in specific propertyProperty, for other than a Company purpose; (hd) Without the Approval of the Members, knowingly perform Perform any act that would cause would, to the Company Manager’s knowledge, subject any Member to conduct business liability in a state which has neither enacted legislation which permits limited liability companies to organize in such state nor permits any jurisdiction for the Company to register to do business in such state as a foreign limited liability companydebts or obligations of the Company; (ie) Cause the Company to voluntarily take any action with respect to the Company described in clauses (i), (ii) or (iii) of the definition of Voluntary Bankruptcy in Section 1.10; (f) Cause or permit the Company to incur, assume or obligate itself by contract for any Debt, except for Debt incurred under the Credit Agreement; (g) Cause or permit the Company to acquire, by purchase any assets other than Garbage Trucks, Other Assets and Modifications and other personal property that would cause a bankruptcy is necessary to carry out the purposes of the Company as set forth in Section 1.3; (h) Cause the Company to voluntarily dissolve; (i) Sell, abandon or dispose of all or substantially all of the assets of the Company; (j) Cause the Company to acquire any equity change its Fiscal Year or debt securities method of any Member accounting, unless such change is required by GAAP, the Code or any of its Affiliates, or otherwise make loans to any Member or any of its AffiliatesRegulations thereunder; (k) Cause or permit the admission of any Member to the Company to admit any additional Members other than pursuant to the terms of this AgreementArticle X; (l) Cause the Company to incur any liabilities in any transaction in excess of $100,000.00fail to be taxable as a partnership for federal income tax purposes or to take a position inconsistent with such treatment except as required by law; (m) Cause or permit the Company to make legally merge or consolidate with or into any Person; (n) Cause the Company to acquire any debt or equity securities of any Member or Affiliate of any Member or otherwise lend funds to any such Person; (o) Cause the Company to sell, lease or distribute any asset other than in accordance with the Lease or in the course of the liquidation of the Company; (p) Cause the Company to incur any capital expenditure expenditures other than in connection with the purchase of Garbage Trucks, Other Assets, the procurement of Modifications thereof and other personal property that is necessary to carry out the purposes of the Company as set forth in Section 1.3; (q) Except Liens arising under the Security Agreement and applicable laws, mortgage, hypothecate or cause the creation of any single transaction consensual lien on, or security interest in, the Properties; (r) Except as otherwise required by GAAP, cause the Company to take any position in excess its books and records with respect to the Garbage Trucks, the Other Assets and Modifications that is inconsistent with the treatment of $100,000.00the Lease as an “operating lease” for tax and financial reporting purposes; (s) Agree to the form of the Lease (other than substantially in the form of Exhibit C hereto consistent with the financial model previously prepared by affiliates of the parties), or once the form of the Lease has been approved, agree to any material modifications to the Lease or change the lease rate from that shown on Exhibit C; (t) Agree to any material modification to the Allied Finance documents (as such term is defined in the Credit Agreement) that would have a material adverse effect on any Member (other than the Manager or any other Affiliate of Allied Waste) without the consent of such adversely affected Member; (u) Cause any Garbage Trucks, Other Assets or Modifications to be acquired by the Company unless simultaneously with such acquisition, such assets are to be leased to a third party pursuant to the Lease; or (nv) Sell or otherwise dispose Cause any Other Property consisting of all or substantially all of the Company’s assets other than immaterial assets in the ordinary course of the Company’s businessreal property, except for a liquidating sale in connection with the dissolution of including buildings and fixtures, to be acquired by the Company.

Restrictions on Authority of the Manager. No The Manager shall not have the authority to, and each Manager covenants and agrees that it shall not take or not, do any of the following acts without the Approval majority Consent of the Membersmembers of the Policy Board: (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 this AgreementSection 3.1 hereof; (b) Obligate the Company to acquire any interest in any oil and gas properties or any other real estate; (c) Borrow money for the Company from banks, other lending institutions, the Manager, Members, or Affiliates of the Manager or Members or in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; no debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Act by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; (d) Knowingly do Do any act in contravention of this Operating Agreement; (ec) Without the Approval of the Members, knowingly do 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; (fd) Confess a judgment against the Company in or execute an amount in excess assignment for the benefit of $2,500.00creditors; (ge) Possess Utilize Company property, or assign rights in specific propertyproperty of the Company, for other than a Company purpose; (hf) Without the Approval of the Members, knowingly perform Perform any act that would cause the Company to conduct business in a state which has neither enacted legislation which permits limited liability liability' companies to organize in such state nor permits the Company to register to do business in such state as a foreign limited liability company; (ig) Cause the Company to voluntarily take any action that would cause a bankruptcy Bankruptcy of the Company; (jh) Cause the Company to acquire any equity or debt securities of any Member or any of its Affiliates, or otherwise make loans to any Member or any of its Affiliates; (ki) Direct the business and affairs of the Company and exercise the rights and powers granted by Section 5.2 in a manner that would cause or effect a significant change in the nature of the Company's business; (j) Cause the Company to admit any additional Members other than pursuant to the terms of this AgreementMembers; (lk) Cause the Company to incur any liabilities in any transaction in excess of $100,000.00; (m) Cause the Company to make any capital expenditure in any single transaction in excess of $100,000.00; or (n) Sell Sell, lease, encumber or otherwise dispose of all or substantially all any part of the Company’s assets other than immaterial assets in the ordinary course of the Company’s businessProject or Company assets, except for a liquidating sale in connection with the dissolution of the Company or the casual sale or other disposition of Company assets with a fair market value of less than $10,000 in a single transaction or $100,000 in the aggregate; (l) Except as otherwise contemplated by this Agreement, cause the Company to enter into any contract or obligation in excess of $50,000; (m) Borrow money on behalf of the Company; (n) Except as otherwise contemplated by this Agreement, cause the Company to enter into any contract or agreement with any Affiliate of any Member, unless the compensation provided thereunder is in accordance with Section 6.7 and the services to be provided are approved by the Manager and are reasonably necessary for the Company's business; (o) Cause dissolution of the Company; (p) Establish, add to and release funds from Reserves; (q) Cause the Company to enter into any joint venture, partnership or other Entity; or (r) Agree or consent to any material amendment of, or the execution of, any Agreement, contract or other document relating to the Project.

Restrictions on Authority of the Manager. No The Manager shall not have the authority to, and each Manager covenants and agrees that it shall not take or not, do any of the following acts without the Approval majority Consent of the Membersmembers of the Policy Board: (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 this AgreementSection 3.1 hereof; (b) Obligate the Company to acquire any interest in any oil and gas properties or any other real estate; (c) Borrow money for the Company from banks, other lending institutions, the Manager, Members, or Affiliates of the Manager or Members or in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; no debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Act by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; (d) Knowingly do Do any act in contravention of this Operating Agreement; (ec) Without the Approval of the Members, knowingly do 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; (fd) Confess a judgment against the Company in or execute an amount in excess assignment for the benefit of $2,500.00creditors; (ge) Possess Utilize Company property, or assign rights in specific propertyproperty of the Company, for other than a Company purpose; (hf) Without the Approval of the Members, knowingly perform Perform any act that would cause the Company to conduct business in a state which has neither enacted legislation which permits limited liability liability' companies to organize in such state nor permits the Company to register to do business in such state as a foreign limited liability company; (ig) Cause the Company to voluntarily take any action that would cause a bankruptcy Bankruptcy of the Company; (jh) Cause the Company to acquire any equity or debt securities of any Member or any of its Affiliates, or otherwise make loans to any Member or any of its Affiliates; (ki) Direct the business and affairs of the Company and exercise the rights and powers granted by Section 5.2 in a manner that would cause or effect a significant change in the nature of the Company's business; (j) Cause the Company to admit any additional Members other than pursuant to the terms of this AgreementMembers; (lk) Cause the Company to incur any liabilities in any transaction in excess of $100,000.00; (m) Cause the Company to make any capital expenditure in any single transaction in excess of $100,000.00; or (n) Sell Sell, lease, encumber or otherwise dispose of all or substantially all any part of the Company’s assets other than immaterial assets in the ordinary course of the Company’s businessProject or Company assets, except for a liquidating sale in connection with the dissolution of the Company.Company or the casual sale or other disposition of Company assets with a fair market value of less than $10,000 in a single transaction or $100,000 in the aggregate; (1) Except as otherwise contemplated by this Agreement, cause the Company to enter into any contract or obligation in excess of $50,000;

Restrictions on Authority of the Manager. No Except as otherwise provided in this Agreement, without the consent of both the Manager and the Special Purpose Manager, the Manager shall not have the authority to, and each Manager covenants and agrees that it shall not take or do any of the following acts without the Approval of the Membersnot: (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 this Agreement; (b) Obligate the Company to acquire any interest in any oil and gas properties or any other real estate; (c) Borrow money for the Company from banks, other lending institutions, the Manager, Members, or Affiliates of the Manager or Members or in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; no debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Act by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; (d) Knowingly do Do any act in contravention of this AgreementAgreement or, when acting on behalf of the Company, engage in activities inconsistent with the purposes of the Company; (eb) Without the Approval of the Members, knowingly do Do any act which would make it impossible commercially unreasonable to carry on the ordinary business of the Company, except as and the Manager shall not be required to do any such act otherwise provided in required to be done by it pursuant to this AgreementAgreement without the consent of all of the Members; (f) Confess a judgment against the Company in an amount in excess of $2,500.00; (gc) Possess propertyProperties, or assign rights in specific propertyProperty, for other than a Company purpose; (hd) Without the Approval of the Members, knowingly perform Perform any act that would cause would, to the Company Manager’s knowledge, subject any Member to conduct business liability in a state which has neither enacted legislation which permits limited liability companies to organize in such state nor permits any jurisdiction for the Company to register to do business in such state as a foreign limited liability companydebts or obligations of the Company; (ie) Cause the Company to voluntarily take any action with respect to the Company described in clauses (i), (ii) or (iii) of the definition of Voluntary Bankruptcy in Section 1.10; (f) Cause or permit the Company to incur, assume or obligate itself by contract for any Debt, except for Debt incurred under the Credit Agreement; (g) Cause or permit the Company to acquire, by purchase any assets other than Garbage Trucks, Other Assets and Modifications and other personal property that would cause a bankruptcy is necessary to carry out the purposes of the Company as set forth in Section 1.3; (h) Cause the Company to voluntarily dissolve; (i) Sell, abandon or dispose of all or substantially all of the assets of the Company; (j) Cause the Company to acquire any equity change its Fiscal Year or debt securities method of any Member accounting, unless such change is required by GAAP, the Code or any of its Affiliates, or otherwise make loans to any Member or any of its AffiliatesRegulations thereunder; (k) Cause or permit the admission of any Member to the Company to admit any additional Members other than pursuant to the terms of this AgreementArticle X; (l1) Cause the Company to fail to be taxable as a partnership for federal income tax purposes or to take a position inconsistent with such treatment except as required by law; (m) Cause or permit the Company to legally merge or consolidate with or into any Person; (n) Cause the Company to acquire any debt or equity securities of any Member or Affiliate of any Member or otherwise lend funds to any such Person; (o) Cause the Company to sell, lease or distribute any asset other than in accordance with the Lease or in the course of the liquidation of the Company; (p) Cause the Company to incur any liabilities capital expenditures other than in any transaction connection with the purchase of Garbage Trucks, Other Assets, the procurement of Modifications thereof and other personal property that is necessary to carry out the purposes of the Company as set forth in excess of $100,000.00Section 1.3; (mq) Cause Except Liens arising under the Security Agreement and applicable laws, mortgage, hypothecate or cause the creation of any consensual lien on, or security interest in, the Properties; (r) Except as otherwise required by GAAP, cause the Company to make take any capital expenditure position in its books and records with respect to the Garbage Trucks, the Other Assets and Modifications that is inconsistent with the treatment of the Lease as an “operating lease” for tax and financial reporting purposes; (s) Agree to the form of the Lease (other than substantially in the form of Exhibit C hereto consistent with the financial model previously prepared by affiliates of the parties), or once the form of the Lease has been approved, agree to any single transaction material modifications to the Lease or change the lease rate from that shown on Exhibit C; (t) Agree to any material modification to the Allied Finance documents (as such term is defined in excess the Credit Agreement) that would have a material adverse effect on any Member (other than the Manager or any other Affiliate of $100,000.00Allied Waste) without the consent of such adversely affected Member; (u) Cause any Garbage Trucks, Other Assets or Modifications to be acquired by the Company unless simultaneously with such acquisition, such assets are to be leased to a third party pursuant to the Lease; or (nv) Sell or otherwise dispose Cause any Other Property consisting of all or substantially all of the Company’s assets other than immaterial assets in the ordinary course of the Company’s businessreal property, except for a liquidating sale in connection with the dissolution of including buildings and fixtures, to be acquired by the Company.

Restrictions on Authority of the Manager. No Except as otherwise provided in this Agreement, without the consent of both the Manager and the Special Purpose Manager, the Manager shall not have the authority to, and each Manager covenants and agrees that it shall not take or do any of the following acts without the Approval of the Membersnot: (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 this Agreement; (b) Obligate the Company to acquire any interest in any oil and gas properties or any other real estate; (c) Borrow money for the Company from banks, other lending institutions, the Manager, Members, or Affiliates of the Manager or Members or in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; no debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or to the extent permitted under the Act by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Manager; (d) Knowingly do Do any act in contravention of this AgreementAgreement or, when acting on behalf of the Company, engage in activities inconsistent with the purposes of the Company; (eb) Without the Approval of the Members, knowingly do Do any act which would make it impossible commercially unreasonable to carry on the ordinary business of the Company, except as and the Manager shall not be required to do any such act otherwise provided in required to be done by it pursuant to this AgreementAgreement without the consent of all of the Members; (f) Confess a judgment against the Company in an amount in excess of $2,500.00; (gc) Possess propertyProperties, or assign rights in specific propertyProperty, for other than a Company purpose; (hd) Without the Approval of the Members, knowingly perform Perform any act that would cause would, to the Company Manager’s knowledge, subject any Member to conduct business liability in a state which has neither enacted legislation which permits limited liability companies to organize in such state nor permits any jurisdiction for the Company to register to do business in such state as a foreign limited liability companydebts or obligations of the Company; (ie) Cause the Company to voluntarily take any action that would cause a bankruptcy with respect to the Company described in clauses (i), (ii) or (iii) of the Companydefinition of Voluntary Bankruptcy in Section 1.10; (f) Cause or permit the Company to incur, assume or obligate itself by contract for any Debt, except for Debt incurred under the Credit Agreement; (g) Cause or permit the Company to acquire, by purchase any assets other than Garbage Trucks, Other Assets and Modifications and other personal property that is necessary to carry out the purposes of the Company as set forth in Section 1.3; (h) Cause the Company to voluntarily dissolve; (i) Sell, abandon or dispose of all or substantially all of the assets of the company; (j) Cause the Company to acquire any equity change its Fiscal Year or debt securities method of any Member accounting, unless such change is required by GAAP, the Code or any of its Affiliates, or otherwise make loans to any Member or any of its AffiliatesRegulations thereunder; (k) Cause or permit the admission of any Member to the Company to admit any additional Members other than pursuant to the terms of this AgreementArticle X; (l) Cause the Company to incur any liabilities in any transaction in excess of $100,000.00fail to be taxable as a partnership for federal income tax purposes or to take a position inconsistent with such treatment except as required by law; (m) Cause or permit the Company to make legally merge or consolidate with or into any Person; (n) Cause the Company to acquire any debt or equity securities of any Member or Affiliate of any Member or otherwise lend funds to any such Person; (o) Cause the Company to sell, lease or distribute any asset other than in accordance with the Lease or in the course of the liquidation of the Company; (p) Cause the Company to incur any capital expenditure expenditures other than in connection with the purchase of Garbage Trucks, Other Assets, the procurement of Modifications thereof and other personal property that is necessary to carry out the purposes of the Company as set forth in Section 1.3; (q) Except Liens arising under the Security Agreement and applicable laws, mortgage, hypothecate or cause the creation of any single transaction consensual lien on, or security interest in, the Properties; (r) Except as otherwise required by GAAP, cause the Company to take any position in excess its books and records with respect to the Garbage Trucks, the Other Assets and Modifications that is inconsistent with the treatment of $100,000.00the Lease as an “operating lease” for tax and financial reporting purposes; (s) Agree to the form of the Lease (other than substantially in the form of Exhibit C hereto consistent with the financial model previously prepared by affiliates of the parties), or once the form of the Lease has been approved, agree to any material modifications to the Lease or change the lease rate from that shown on Exhibit C; (t) Agree to any material modification to the Allied Finance documents (as such term is defined in the Credit Agreement) that would have a material adverse effect on any Member (other than the Manager or any other Affiliate of Allied Waste) without the consent of such adversely affected Member; (u) Cause any Garbage Trucks, Other Assets or Modifications to be acquired by the Company unless simultaneously with such acquisition, such assets are to be leased to a third party pursuant to the Lease; or (nv) Sell or otherwise dispose Cause any Other Property consisting of all or substantially all of the Company’s assets other than immaterial assets in the ordinary course of the Company’s businessreal property, except for a liquidating sale in connection with the dissolution of including buildings and fixtures, to be acquired by the Company.

Restrictions on Authority of the Manager. No As long as there are any shares of Series D Preferred Stock of microHelix, Inc. issued and outstanding, the Manager shall have the authority to, and each Manager covenants and agrees that it shall may not take or do any of the following acts on the Company's behalf without the Approval unanimous consent of Members. After there are no shares of Series D Preferred Stock of microHelix, Inc. issued and outstanding, the Manager may not do any of the following acts on the Company's behalf without the consent of Members owning at least 65% of all Units owned by Members: (a) Cause Purchase, lease (as lessee) or permit otherwise acquire any asset not in the Company to engage in any activity that is not consistent with the purposes ordinary course of the Company as set forth in this AgreementCompany's business; (b) Obligate Sell, transfer, lease (as lessor) or otherwise dispose of, or enter into a contract to sell, transfer or otherwise dispose of any Property not in the Company ordinary course of the Company's business, provided that the Manager will have authority, without the Members' consent, to acquire transfer any interest in any oil and gas properties or any other real estateReal Property to a wholly-owned subsidiary of the Company; (c) Borrow money for the Company from banks, (other lending institutions, the Manager, Members, or Affiliates of the Manager or Members or in connection therewith, to hypothecate, encumber and grant security interests than trade debt incurred in the assets ordinary course of the Company to secure repayment of the borrowed sums; no debt shall be contracted business), make any guarantee or liability incurred by mortgage, pledge or on behalf of the Company except by the Manager, or to the extent permitted under the Act by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managercreate a security interest in any Real Property; (d) Loan money (other than extending trade credit in the ordinary course of the Company's business); (e) Indemnify a Member or Manager or any other person to an extent inconsistent with the provisions of the Act or the Articles; (f) Merge the Company with another Entity; (g) Dissolve the Company; (h) Knowingly do any act in contravention of this Agreement; (e) Without Agreement or without the Approval consent of the Members, knowingly do any act which would make it impossible to carry on Members when the ordinary business consent of the Company, except as otherwise provided in Members is specifically required by this Agreement; (f) Confess a judgment against the Company in an amount in excess of $2,500.00; (gi) Possess propertythe Property, or assign rights in specific propertyProperty, for other than a Company purpose;; or (hj) Without the Approval of the Members, knowingly Knowingly and willfully perform any act that would cause the Company to conduct business in a state which has neither enacted legislation which permits limited liability companies to organize in such state nor permits the Company to register to do business in such state as a foreign limited liability company; (i) Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company; (j) Cause the Company to acquire any equity or debt securities of subject any Member or any of its Affiliates, or otherwise make loans to any Member or any of its Affiliates; (k) Cause the Company to admit any additional Members other than pursuant to the terms of this Agreement; (l) Cause the Company to incur any liabilities personal liability in any transaction in excess of $100,000.00; (m) Cause the Company to make any capital expenditure in any single transaction in excess of $100,000.00; or (n) Sell or otherwise dispose of all or substantially all of the Company’s assets other than immaterial assets in the ordinary course of the Company’s business, except for a liquidating sale in connection with the dissolution of the Companyjurisdiction.