Common use of Special Approval Clause in Contracts

Special Approval. None of the following actions, decisions or activities (to the extent the same are otherwise capable of being undertaken) will be undertaken for, in the name or on behalf of the Company by any Members, by the Executive Board or any committee thereof or by any officers or representatives of the Company (and none of the following shall be binding upon the Company) without the same having received affirmative written Special Approval: (a) Any action that authorizes, creates or issues any Units or New Ownership Interests in the Company or its Subsidiaries, including pursuant to any initial public offering (it being understood that while the Executive Board will endeavor to seek financing that is on terms most favorable to the Company and its Subsidiaries, for the avoidance of doubt, no Member or Board Member exercising its or his respective Special Approval rights shall be required to approve any financing, including one that it or he in good faith believes to be disadvantageous to the holders of Investor Units or Common Units); (b) Any action that reclassifies any outstanding Units in the Company into Units having rights, preferences, or priority as to Distributions senior to or on a parity with the rights, preferences or priority of the Investor Units or Common Units; (c) Causing the Company to undertake or engage in any line of business or business activities other than the Company Business or to establish any subsidiary of the Company; (d) Requiring any Member to make a capital contribution other than as provided under Sections 4.3, 4.4 or 4.5 of this Agreement: (e) Increasing or decreasing the authorized number of Units of the Company or otherwise causing or allowing the Company or any of its Affiliates or Subsidiaries to issue any Units or ownership interests to any new investor or owner other than any such issuance of the authorized Class E Units or as provided under Sections 4.4.5 or 4.5 of this Agreement; (f) Entering into or committing to enter into any Change of Control Transaction; (g) Directly or indirectly selling, transferring or otherwise disposing of all or substantially all or any material portion of the Company’s or any of its Subsidiaries’ business or causing the Company or any of its Subsidiaries to engage in any joint venture, partnership, merger, consolidation or other similar reorganization transaction; (h) Liquidating or dissolving the Company or any of its Subsidiaries; (i) Increasing or decreasing the number of Board Members; (j) Amending the Company’s Certificate of Formation or this Agreement; (k) Declaring or making any Distribution (other than Tax Distributions and as provided in Section 7.1 of this Agreement); (l) Approving or amending the Business Plan and Budget or incurring any financial obligation or commitment that varies by more than fifteen (15%) percent (with respect to any line time or in the aggregate) from those contained or provided under the Business Plan and Budget (m) Entering into or amending any transactions or agreements (other than the Xxxxxxx Employment Agreement or the Yucaipa Loan documents) between the Company or its Subsidiaries and any one or more of the Members, Holders or their Affiliates; provided, that notwithstanding the foregoing, each of the Members and their Affiliates shall be entitled to charge and be paid for any arm’s length services, facilities, or resources provided by them in connection with any Company Project in each case in compliance with the approved Business Plan and Budget for such Company Project; (n) Making or taking any action that exposes any Member or Holder to any individual liability in its capacity as Member or Holder (beyond its ownership interest in the Company or its Affiliates and other than with such Member’s or Holder’s prior written consent or under any Related Agreement) for the Company’s or any of its Subsidiaries’ conduct and/or obligations or subjects any such Member or Holder (other than with such Member’s or Holder’s prior written consent or under any Related Agreement) to any restriction or prohibition with respect to its or his own individual and separate conduct; (o) The filing of any bankruptcy or similar petition or the implementation of any insolvency or creditor protection or similar measures for, in the name or on behalf of the Company or any of its Affiliates; (p) Making or changing any tax election for the Company or its Affiliates; (q) Confessing a judgment against the Company or any of its Affiliates or otherwise taking any action which prevents the Company or its Affiliates from carrying on their ordinary and customary business operations. Take any position as a producer, agent, manager or xxxxxx in connection with any production (whether or not any investment is made).