Unanimous Consent Required. Notwithstanding any provision in this Agreement to the contrary, the Board of Managers and Members shall not do any of the following, and none of the following shall be an act of the Board of Managers or the Members, without, in each instance, obtaining the consent of all of the Members: (a) effect or cause to be effected any Transfer (including any indirect Transfer by way of a Sale of the Company) of the Incentive Distribution Rights (as defined in the First Amended and Restated Agreement of Limited Partnership of Rio Vista Energy Partners L.P.) owned or subsequently acquired by the Company; and (b) take any action to amend or modify any of the provisions of this Section 5.5.1 or any other provision of this Agreement that would affect the provisions, applicability or effect of this Section 5.5.1 in any way.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Rio Vista Energy Partners Lp), Limited Liability Company Agreement (Rio Vista Energy Partners Lp), Limited Liability Company Agreement (Rio Vista Energy Partners Lp)
Unanimous Consent Required. Notwithstanding any provision in ---------------------------- this Agreement to the contrary, the Board of Managers and Members shall not do any of the following, and none of the following shall be an act of the Board of Managers or the Members, without, in each instance, obtaining the consent of all of the Members:
(a) effect or cause to be effected any Transfer (including any indirect Transfer by way of a Sale of the Company) of the Incentive Distribution Rights (as defined in the First Amended and Restated Agreement of Limited Partnership of Rio Vista Energy Partners L.P.) owned or subsequently acquired by the Company; and
(b) take any action to amend or modify any of the provisions of this Section 5.5.1 or any other provision of this Agreement that would ------------- affect the provisions, applicability or effect of this Section ------- 5.5.1 in any way.. -----
Appears in 1 contract
Samples: Limited Liability Company Agreement (Penn Octane Corp)