Rights and Powers of Members. In addition to the rights of the Members to remove and replace the Manager pursuant to Section 3.8, and as otherwise provided for in Section 3.2, the Members shall have the right to vote upon and take any of the following actions upon the approval of a Majority, without the concurrence of the Manager, and an affirmative vote of a Majority shall be required to allow or direct the Manager to: 6.2.1 Dissolve and windup the Company before the expiration of the term of the Company; 6.2.2 Amend this Agreement, subject to the rights to the Manager granted in Section 15.4 of this Agreement and subject also to the prior consent of the Manager if either the distributions due to the Manager or the duties of the Manager are affected; 6.2.3 Merge the Company or sell all or substantially all of the assets of the Company, otherwise than in the ordinary course of its business. 6.2.4 Change the nature of the Company’s business; 6.2.5 Elect to continue the business of the Company other than in the circumstances described in Section 3.8 of this Agreement.
Appears in 2 contracts
Samples: Operating Agreement (IMH Financial Corp), Limited Liability Company Operating Agreement (IMH Secured Loan Fund, LLC)
Rights and Powers of Members. In addition to the rights of the Members to remove and replace the Manager pursuant to as provided in Section 3.8, 3.7 and as otherwise provided for in Section 3.2, the Members shall have the right to vote upon and take any of the following actions upon the approval of a Majority, without the concurrence of the Manager, and an affirmative vote such approval of a Majority Majority, without the concurrence of the Manager, shall be required to allow or direct the Manager to:
6.2.1 6.2.1. Dissolve and windup the Company before the expiration of the term of the Company;
6.2.2 6.2.2. Amend this Agreement, subject to the rights to the Manager granted in Section 15.4 of this Agreement and subject also to the prior consent concurrence of the Manager if either the distributions due to the Manager or the duties of the Manager are affected;
6.2.3 6.2.3. Merge the Company or sell all or substantially all of the assets of the Company, otherwise than in the ordinary course of its business.
6.2.4 6.2.4. Change the nature of the Company’s 's business;; and elect to continue the business of the Company other than in the circumstances described in Section 3.8 of this Agreement.
6.2.5 6.2.5. Elect to continue the business of the Company other than in the circumstances described in Section 3.8 of this Agreement.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Yosemite Mortgage Fund Ii LLC), Limited Liability Company Operating Agreement (Yosemite Mortgage Fund Ii LLC)
Rights and Powers of Members. In addition to the rights of the Members to remove and replace the Manager pursuant to Section 3.8, and as otherwise provided for in Section 3.2, the Members shall have the right to vote upon and take any of the following actions upon the approval of a Majority, without the concurrence of the Manager, and an affirmative vote of a Majority shall be required to allow or direct the Manager to:
6.2.1 Dissolve and windup the Company before the expiration of the term of the Company;
6.2.2 Amend this Agreement, subject to the rights to the Manager granted in Section 15.4 of this Agreement and subject also to the prior consent of the Manager if either the distributions due to the Manager or the duties of the Manager are affected;
6.2.3 Merge the Company or sell all or substantially all of the assets of the Company, otherwise than in the ordinary course of its business.
6.2.4 Change the nature of the Company’s business;; and
6.2.5 Elect to continue the business of the Company other than in the circumstances described in Section 3.8 of this Agreement.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Vestin Fund Iii LLC)