Common use of Rights and Powers of the Member Clause in Contracts

Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board of Directors, Officers, or otherwise) in connection with any of the following matters without the written consent of the Member: (1) the dissolution or liquidation, in whole or in part, of the Company, or the institution of proceedings to have the Company adjudicated bankrupt or insolvent; (2) the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (3) consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property; (4) the merger of the Company with any other entity; (5) the sale of all or substantially all of the Company’s assets; or (6) the amendment of this Agreement.

Appears in 4 contracts

Samples: Operating Agreement (Professional Teleconcepts, Inc.), Limited Liability Company Agreement (Professional Teleconcepts, Inc.), Operating Agreement (C2 Utility Contractors LLC)

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Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company LLC or its business and affairs or to act for or bind the Company LLC in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company LLC (whether by the Board of Directors, OfficersManagers, or otherwise) in connection with any of the following matters without the written consent of the Member: (1) i. the dissolution or liquidation, in whole or in part, of the CompanyLLC, or the institution of proceedings to have the Company LLC adjudicated bankrupt or insolvent; (2) ii. the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (3) iii. consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company LLC or a substantial part of its property; (4) iv. the merger of the Company LLC with any other entity; (5) v. the sale of all or substantially all of the CompanyLLC’s assets; or (6) vi. the amendment of this Agreement.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Ply Gem Industries Inc), Limited Liability Company Agreement (Ply Gem Industries Inc), Limited Liability Company Agreement (Ply Gem Industries Inc)

Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company LLC or its business and affairs or to act for or bind the Company LLC in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company LLC (whether by the Board of Directors, Officers, Managers or otherwise) in connection with any of the following matters without the prior written consent of the Member: (1) i. the dissolution or liquidation, in whole or in part, of the CompanyLLC, or the institution of proceedings to have the Company LLC adjudicated bankrupt or insolvent; (2) ii. the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (3) iii. consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company LLC or a substantial part of its property; (4) iv. the merger of the Company LLC with any other entity or the conversion of the LLC into another type of legal entity; (5) v. the sale of all or substantially all of the CompanyLLC’s assets; vi. any change in the classification of the LLC for federal or state income tax purposes; or (6) vii. the amendment of this Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Robec Brazil LLC), Limited Liability Company Agreement (Robec Brazil LLC)

Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board of Directors, Officersofficers, or otherwise) in connection with any of the following matters without the written consent of the Member: (1) the dissolution or liquidation, in whole or in part, of the Company, or the institution of proceedings to have the Company adjudicated bankrupt or insolvent; (2) the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (3) consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property; (4) the merger of the Company with any other entity; (5) the sale of all or substantially all of the Company’s assets; or (6) the amendment of this Agreement.

Appears in 1 contract

Samples: Operating Agreement (C2 Utility Contractors LLC)

Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board of DirectorsGovernors, OfficersManagers, or otherwise) in connection with any of the following matters without the written consent of the Member: (1) the dissolution or liquidation, in whole or in part, of the Company, or the institution of proceedings to have the Company adjudicated bankrupt or insolvent; (2) the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (3) consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property; (4) the merger of the Company with any other entity; (5) the sale of all or substantially all of the Company’s assets; or (6) the amendment of this Agreement.

Appears in 1 contract

Samples: Operating Agreement (C2 Utility Contractors LLC)

Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company LLC or its business and affairs or to act for or bind the Company LLC in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company LLC (whether by the Board of Directors, OfficersManagers, or otherwise) in connection with any of the following matters without the written consent of the Member:. (1) i. the dissolution or liquidation, in whole or in part, of the CompanyLLC, or the institution of proceedings to have the Company LLC adjudicated bankrupt or insolvent; (2) ii. the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (3) iii. consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company LLC or a substantial part of its property; (4) iv. the merger of the Company LLC with any other entity; (5) v. the sale of all or substantially all of the CompanyLLC’s assets; or (6) vi. the amendment of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ply Gem Industries Inc)

Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company LLC or its business and affairs or to act for or bind the Company LLC in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company LLC (whether by the Board of Directors, OfficersManagers, or otherwise) in connection with any of the following matters without the written consent of the Member: (1) i. the dissolution or liquidation, in whole or in part, of or the CompanyLLC, or the institution of proceedings to have the Company LLC adjudicated bankrupt or insolvent; (2) ii. the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (3) iii. consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company LLC or a substantial part of its property; (4) iv. the merger of the Company LLC with any other entity; (5) v. the sale of all or substantially all of the CompanyLLC’s assets; or (6) vi. the amendment of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ply Gem Industries Inc)

Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in by the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board of Directors, OfficersManagers, or otherwise) in connection with any of the following matters without the written consent of the Member: (1i) the dissolution or liquidation, in whole or in part, of the Company, or the institution of proceedings to have the Company adjudicated bankrupt or insolvent; (2ii) the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (3iii) consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property; (4iv) the merger or conversion of the Company with or to any other entity; (5v) the sale of all or substantially all of the Company’s assets; or (6vi) the amendment of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Grede Wisconsin Subsidiaries LLC)

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Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company LLC or its business and affairs or to act for or bind the Company LLC in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company LLC (whether by the Board of Directors, OfficersManagers, or otherwise) in connection with any of the following matters without the written consent of the Member: (1) i. the dissolution or liquidation, in whole or in part, of the Company, LLC or the institution of proceedings to have the Company LLC adjudicated bankrupt or insolvent; (2) ii. the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (3) iii. consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company LLC or a substantial part of its property; (4) iv. the merger of the Company LLC with any other entity; (5) v. the sale of all or substantially all of the CompanyLLC’s assets; or (6) vi. the amendment of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ply Gem Industries Inc)

Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board of Directors, OfficersManagers, or otherwise) in connection with any of the following matters without the written consent of the Member: (1i) the dissolution or liquidation, in whole or in part, of the Company, or the institution of proceedings to have the Company adjudicated bankrupt or insolvent; (2ii) the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (3iii) consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property; (4iv) the merger or conversion of the Company with or to any other entity; (5v) the sale of all or substantially all of the Company’s assets; or (6vi) the amendment of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Gen-Probe GTI Diagnostics, Inc.)

Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company LLC or its business and affairs or to act for or bind the Company LLC in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company LLC (whether by the Board of DirectorsManagers, Officers, or of otherwise) in connection with any of the following matters without the written consent of the Member: (1) i. the dissolution or liquidation, in whole or in part, of the CompanyLLC, or the institution of proceedings to have the Company LLC adjudicated bankrupt or insolvent; (2) ii. the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (3) iii. consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company LLC or a substantial part of its property; (4) iv. the merger of the Company LLC with any other entity; (5) v. the sale of all or substantially all of the CompanyLLC’s assets; or (6) vi. the amendment of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ply Gem Industries Inc)

Rights and Powers of the Member. The Member shall not have any right or power to take part in the management or control of the Company LLC or its business and affairs or to act for or bind the Company LLC in any way. Notwithstanding the foregoing, the Member has all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Member has no voting rights except with respect to those matters specifically set forth in this Agreement and, to the extent not inconsistent herewith, as required in the Act. Notwithstanding any other provision of this Agreement, no action may be taken by the Company LLC (whether by the Board of Directors, OfficersTrustees, or otherwise) in connection with any of the following matters without the written consent of the Member: (1) the dissolution or liquidation, in whole or in part, of the CompanyLLC, or the institution of proceedings to have the Company LLC adjudicated bankrupt or insolvent; (2) the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (3) consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company LLC or a substantial part of its property; (4) the merger of the Company LLC with any other entity; (5) the sale of all or substantially all of the Company’s LLC's assets; or (6) the amendment of this Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Ft Defined Portfolio LLC)

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