Unanimous Matters Sample Clauses
The Unanimous Matters clause defines specific decisions or actions that require the unanimous approval of all relevant parties, typically in a corporate or partnership context. In practice, this clause often applies to major business decisions such as amending foundational documents, approving mergers or acquisitions, or making significant financial commitments, ensuring that no single party can unilaterally impose such changes. Its core function is to protect the interests of all stakeholders by requiring full agreement on critical issues, thereby preventing unilateral actions that could significantly impact the group.
Unanimous Matters. Notwithstanding anything to the contrary in this Agreement, the following actions shall require the unanimous written consent or vote of all members of the Steering Committee:
(i) any extraordinary capital expenditure not included in any operating or capital budgets of the Company, including the Special CapEx;
(ii) any Liquidation, winding up or dissolution of the Company;
(iii) any merger, consolidation or sale of all or substantially all of the assets of the Company;
(iv) any pledge of the Company’s assets for the benefit of any other Person;
(v) any use of the Enterprise Assets by the Company in a manner inconsistent with the scope of such use contemplated by this Agreement or the Services Agreement;
(vi) any material amendment to this Agreement or the Services Agreement;
(vii) any admission of Additional Members to the Company;
(viii) any issuance of equity or creation, incurrence or assumption of material indebtedness for borrowed money whether in a single transaction or a series of related transactions;
(ix) any material modifications or increases to the operating budget of the Company, or any request for Additional Capital Contributions from the Members;
(x) any filing of any petition for relief under Chapter 11 of the United States Bankruptcy Code (11 U.S.C. Section 101 et. seq., as amended) or a petition or an answer seeking reorganization or an arrangement with creditors, or taking advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation law, or admitting the material allegations of a petition filed against the Company in any proceedings under any such law;
(xi) any general assignment for the benefit of creditors;
(xii) any revisions to the Corporate Allocations Descriptions & Methodology as described in Section 6.1 to the extent that such revisions affect any Member;
(xiii) selection of a new allocation methodology as described in Section 6.1;
(xiv) engagement in any business unrelated to the purpose stated in Section 2.4;
(xv) any transaction between Members that relates to a matter that is within the scope of the business or activities of the Company and which does not involve the Company; and
(xvi) any Monetization of Guest Data Event as described in Section 7.8.
Unanimous Matters. Notwithstanding anything in this Agreement to the contrary, unanimous approval of the Board of Directors shall be required to cause or permit the Company to do or take any of the following actions (the “Unanimous Matters”):
(i) to alter the primary purpose or to materially change the nature of the Business of the Company as set forth in Section 1.3;
(ii) to change the name, the registered agent, the registered office or the principal executive office of the Company;
(iii) to sell, lease, exchange, hypothecate, encumber or otherwise dispose of all or substantially all of the Company’s assets;
(iv) to modify the requirement for the President to cause the Company to distribute all Available Cash on a quarterly basis pursuant to Article 6;
(v) to borrow funds in the name of the Company or incur any indebtedness for borrowed money except for trade payables in the normal course of business;
(vi) to make a loan of Company funds to any Person, including any Member or any Affiliate;
(vii) to acquire any items of property, tangible or intangible, except in the ordinary course of business;
(viii) to admit an additional Member to the Company;
(ix) to accept additional Capital Contributions other than those expressly provided for in this Agreement;
(x) to cause the Company to redeem or repurchase all or any portion of any Membership Interest of a Member;
(xi) to establish compensation for any Director of the Company;
(xii) to enter into any joint ventures, partnerships or similar ventures or make any equity investment in any other Person;
(xiii) to confess a judgment against the Company in excess of $25,000;
(xiv) to file a petition for bankruptcy, insolvency, reorganization or other similar matter for the Company under any federal or state law or consent to any such filing by any other Person;
(xv) to amend the Agreement;
(xvi) to dissolve the Company;
(xvii) to merge or consolidate the Company with or into any other Person;
(xviii) to convert the Company into any other entity; or
(xix) to do any act which would make it impossible to carry on the Business of the Company.
Unanimous Matters. Each of the following actions shall constitute a “Unanimous Matter” for purposes of this Agreement:
Unanimous Matters. Notwithstanding any other provision of this Operating Agreement, and notwithstanding that the Company is Manager-Managed generally, the approval of one hundred percent (100%) of the then-issued and outstanding Participation Interest shall be necessary in order for any of the following actions to be taken on behalf of the Company (each, a “Unanimous Matter”):
(i) Dissolving or Terminating the Company;
(ii) Compromising or discharging any debt owed to the Company without receiving payment in full;
(iii) Non-pro rata contributions to capital;
(iv) Making or revoking tax elections;
(v) Any other matter that under the express terms of this Operating Agreement is to be treated as a Unanimous Matter.