Restrictions on the Board’s Authority Sample Clauses

Restrictions on the Board’s Authority. The Board may not, without the approval, written consent or ratification of the specific act by the Member given in this Agreement or given by other written instrument executed and delivered by the Member subsequent to the date of this Agreement, do any of the following: a. any act in contravention of this Agreement or the Articles of Organization; b. any act which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; or c. merge or consolidate the Company into or with any other entity; x. xxxx, lease, exchange or refinance all or substantially all of the assets of the Company; or e. admit new Members to the Company.
Sample 1Sample 2Sample 3See All (16)
AutoNDA by SimpleDocs
Restrictions on the Board’s Authority. (a) Notwithstanding anything in this Agreement to the contrary, except as required to satisfy any requirement of law binding on the Company or the Board, the Board may not, and may not authorize any Company Personnel to: (i) perform any act that would modify a Member’s limited liability or subject a Member to any liability except as provided herein or under the Act without the prior consent of such Member; (ii) amend Section 4.2 (Capital Contributions of the Members), Section 6.1 (Designation and Number), ARTICLE VIII (Economics), this Section 9.5 (Restrictions on the Board’s Authority), Section 9.7 (Certain Decisions with Respect to Company GL Assets), Section 9.8 (SAFE Commitment), Section 9.9 (Use of Proceeds), Section 13.15 (Drag-Along Rights), or Section 17.7 (Amendment), as well as any definitions related to such Sections as used therein, of this Agreement (except, in each case, for de minimis amendments and modifications thereto) without OU Consent, other than as provided in Section 13.7; or (iii) without the approval of the holders of Preferred Units as set forth on Exhibit B, take any action prohibited on Exhibit B. (b) Subject to Section 9.5(a), the Board shall have the exclusive power, without the prior consent of the Members, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to reflect the admission, substitution or resignation of Members or the termination of the Company in accordance with this Agreement, and to amend the Books and Records in connection with such admission, substitution or resignation; (ii) to reflect a change that the Board determines to be of an inconsequential nature or to not adversely affect the Members as such in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (iii) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (iv) (A) to reflect such changes as the Board deems in its discretion are necessary or beneficial for each of SAFE or the Company to maintain or restore such entity’s qualification as a REIT or (B) to reflect the Transfer of all or any part of any Units among any en...
Sample 1
Restrictions on the Board’s Authority. (a) The Board may not take any action in contravention of an express prohibition or limitation of this Agreement, or fail to take any action expressly required under this Agreement, without the Consent of the LIH Shareholders, and may not: (i) take any action that would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; or (ii) perform any act that would subject a Shareholder to liability except as provided herein or under the Act. (b) The Board shall not, without the prior Consent of the LIH Shareholders, undertake or permit any officer, employee, agent or other representative to undertake, on behalf of the Company, any of the following actions or enter into any transaction that would have the effect of such transactions: (i) make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Company; (ii) institute any proceeding for bankruptcy on behalf of the Company; (iii) take any action to liquidate or dissolve the Company prior to the Termination Date; (iv) except as provided in Sections 4.2, 11.4 and 12.1 hereof, admit into the Company any Shareholder; (v) permit the Company to incur any Debt or grant any lien, mortgage or encumbrance affecting its assets; provided, however that in no event shall any Subsidiary be prohibited from incurring any Debt or granting any lien, mortgage or encumbrance affecting the assets of such Subsidiary; (vi) borrow money from Equity One or an Affiliate of Equity One; provided, however in no event shall any Subsidiary of the Company be prohibited from borrowing money from Equity One or any of its Affiliates pursuant to an Equity One Subsidiary Loan; (vii) permit the prepayment of the EQY Participating Note, except as permitted under the EQY Participating Note; provided, however, that the Consent of the LIH Shareholders shall not be required to permit the prepayment of the EQY Participating Note at any time after the tenth (10th) Business Day after the Company’s receipt of a Notice of Redemption that has not been withdrawn pursuant to Section 8.5(i); (viii) permit the modification of the EQY Participating Note in violation of Section 7.5(c); or (ix) agree to any Determined Property Value (as defined in the EQY Participating Note); provided, however, that the Consent of the LIH Shareholders shall not be required in connection with a Determined Proper...
Sample 1

Related to Restrictions on the Board’s Authority

  • Restrictions on General Partner’s Authority A. The General Partner may not take any action in contravention of an express prohibition or limitation of this Agreement without the written Consent of the Limited Partners and the Special Limited Partner, and may not (i) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (ii) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except in each case with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), or except as provided in Section 7.3D, amend, modify or terminate this Agreement. C. The General Partner may not cause the Partnership to take any action which the General Partner would be prohibited from taking directly under the General Partner’s bylaws as in effect from time to time. D. Notwithstanding Section 7.3B, the General Partner shall have the exclusive power to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (2) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.4B and 5.4 or the admission, substitution, termination, or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (3) to set forth or amend the designations, rights, powers, duties and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions, or make other changes with respect to matters arising under this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (5) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a federal or state agency or contained in federal or state law; (6) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; (7) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed; and (8) to amend or modify any provision of this Agreement to reflect a statutory or regulatory change regarding the federal income tax treatment of the “profits interest” of the Special Limited Partner or to ensure that the receipt of the Special Limited Partner’s profits interest will not result in taxation to the Special Limited Partner. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3D is taken. E. Notwithstanding Sections 7.3B and 7.3D, this Agreement shall not be amended with respect to any Partner adversely affected, and no action may be taken by the General Partner, without the Consent of such Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5 or Section 13.2A(4), or the allocations specified in Article 6 (except as permitted pursuant to Sections 4.4, 5.4, and Section 7.3D(2)), (iv) materially alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, or (v) amend this Section 7.3E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 or in Section 11.2A without the Consent specified in such section. This Section 7.3E does not require unanimous consent of all Partners adversely affected unless the amendment is to be effective against all partners adversely affected.

  • Restrictions on the General Partner’s Authority Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions without the approval of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance.

  • Restrictions on the Fund Neither you nor any beneficiary may sell, transfer, or pledge any interest in your Xxxx XXX in any manner whatsoever, except as provided by law or this agreement. The assets in your Xxxx XXX will not be responsible for the debts, contracts, or torts of any person entitled to distributions under this agreement.

  • Limitations on the Company’s Activities This Section 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.

  • Limitations on the Employment of the Adviser The services of the Adviser to the Company are not exclusive, and the Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or management of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to those of the Company, so long as its services to the Company hereunder are not impaired thereby, and nothing in this Agreement shall limit or restrict the right of any manager, partner, officer or employee of the Adviser to engage in any other business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting services to, one or more of the Company’s portfolio companies, subject to applicable law). So long as this Agreement or any extension, renewal or amendment remains in effect, the Adviser shall be the only investment adviser for the Company, subject to the Adviser’s right to enter into sub-advisory agreements. The Adviser assumes no responsibility under this Agreement other than to render the services called for hereunder. It is understood that directors, officers, employees and stockholders of the Company are or may become interested in the Adviser and its affiliates, as directors, officers, employees, partners, stockholders, members, managers or otherwise, and that the Adviser and directors, officers, employees, partners, stockholders, members and managers of the Adviser and its affiliates are or may become similarly interested in the Company as stockholders or otherwise.

  • Restrictions on Transfer of Award This Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of by the Grantee, and any shares of Stock issuable with respect to the Award may not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of until (i) the Restricted Stock Units have vested as provided in Paragraph 2 of this Agreement and (ii) shares of Stock have been issued to the Grantee in accordance with the terms of the Plan and this Agreement.

  • Restrictions on Transferability The Warrants and the Warrant Stock shall not be transferred, hypothecated or assigned before satisfaction of the conditions specified in this Section 9, which conditions are intended to ensure compliance with the provisions of the Securities Act with respect to the Transfer of any Warrant or any Warrant Stock. Holder, by acceptance of this Warrant, agrees to be bound by the provisions of this Section 9.

  • Restriction on Transferability Prior to vesting and delivery of the Shares, neither the mPRSUs, nor the Shares or any beneficial interest therein, may be sold, transferred, pledged, assigned, or otherwise alienated at any time. Any attempt to do so contrary to the provisions hereof shall be null and void. Notwithstanding the above, distribution can be made pursuant to will, the laws of descent and distribution, and if provided by the Administrator, intra-family transfer instruments, or to an inter vivos trust, or as otherwise provided by the Administrator. The terms of this Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Participant.

  • Securities Law Restrictions In addition to any restrictions to be contained in that certain letter agreement (commonly known as an “Insider Letter”) to be dated as of the closing of the IPO by and between Subscriber and the Company, Subscriber agrees not to sell, transfer, pledge, hypothecate or otherwise dispose of all or any part of the Shares unless, prior thereto (a) a registration statement on the appropriate form under the Securities Act and applicable state securities laws with respect to the Shares proposed to be transferred shall then be effective or (b) the Company has received an opinion from counsel reasonably satisfactory to the Company, that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated by the Securities and Exchange Commission thereunder and with all applicable state securities laws.

  • Restrictions on Grant of the Award and Issuance of Shares The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!