Unanimous Vote. In those matters required by this Agreement to be decided by a unanimous vote of the Policy Committee, a proposition shall not be considered adopted unless it receives an affirmative vote from the voting representative of each and every member that is in good standing at the time of the vote.
Unanimous Vote. The following actions of the Company shall require the unanimous vote of the Board of Managers and the approval or authorization of the Member:
(i) the approval of any Reorganization, any other merger or consolidation to which the Company is a party;
(ii) the assignment of any Assets for the benefit of the Company's creditors or the granting of any material lien, charge or encumbrance upon any of the Company's Assets, other than liens to secure indebtedness incurred pursuant to the transactions set forth in Section 1.6;
(iii) the incurring of any indebtedness, or the assumption or guaranty of any indebtedness of any other entity, other than indebtedness incurred pursuant to transactions set forth in Section 1.6;
(iv) the appointment of the certified public accountants and any attorneys for the Company; and
(v) a decision to dissolve or liquidate, in whole or in part (except as set forth in Article XII), file a voluntary petition that commences a case under Title 11 of the United States Code (or any successor statutes) with respect to the Company, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, relief under any applicable Federal or state law relating to bankruptcy, or commence or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of the property of the Company, or make any assignment for the benefit of creditors, or admit in writing its inability to pay the debts of the Company generally as they become due, or take action in furtherance of any such action.
Unanimous Vote. The following actions by the Company will require the affirmative vote of all the Managers and the Members, without regard to quorum requirements. [a] The admission of an additional Member under Section 4.7;
Unanimous Vote. 11 3.5 Expense Reimbursement; Indemnification......................................................12 3.6
Unanimous Vote. When this Agreement expressly requires a unanimous vote for a particular decision or recommendation, the Executive Committee shall act by agreement of each Contracting Party whose representative is present or represented by proxy and voting.
Unanimous Vote. Certain actions of the Management Committee with respect to those matters specifically identified in this Agreement shall require the unanimous affirmative vote of all representatives of the Management Committee entitled to vote (a "Level C Vote").
Unanimous Vote. Notwithstanding anything to the contrary in this Agreement, the following actions by the Company will require the unanimous vote of the Managers and the affirmative vote of all the Members:
(a) A call for additional Capital Contributions by the Members;
(b) The approval of the principal terms of the Project Loan or of any refinancing thereof or the granting of a security interest in the cash flow of the Company;
(c) The appointment of the Chief Operating Officer or the Chief Financial Officer of the Company or the appointment of a replacement for the initial Chief Executive Officer of the Company;
(d) The admission of an additional Member under Section 4.8 of this Agreement;
(e) Any non pro-rata Distribution, except as provided in the Letter Agreement or Section 6.1 of this Agreement;
(f) The amendment of this Agreement, except as provided in Section 14.1 of this Agreement;
(g) The merger of the Company with any other business entity as provided by governing law;
(h) The sale of all or substantially all of the Company's assets;
(i) The Dissolution of the Company, except as provided in Article 11 of this Agreement; and
(j) The agreement to have LACO materially encumber its balance sheet.
Unanimous Vote. The Agreement is hereby amended by deleting Section 6.04 in its entirety.
Unanimous Vote. The Alliance Council and Committees shall act only by the unanimous vote of all members participating in a Meeting upon a resolution submitted in writing. Prior to the vote, the members will consult with their respective Alliance Managers.
Unanimous Vote. The affirmative vote, approval or consent, as the case may be, of all of the Members entitled to vote on, approve or consent to the particular matter, decision or action.
