Unanimous Vote Required. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Board, any Officer or any other Person, the Company and the Member, the Board, any Officer or any other Person shall not be authorized or empowered, nor shall they permit the Company, without the prior affirmative vote of 100% of the Managers of the Company, including the Independent Managers, to do any of the following:
(a) merge or consolidate with any other corporation, company or entity or sell all or substantially all of its assets, or acquire all or substantially all of the assets, capital stock or other ownership interest of any other corporation, company or entity, except for the Permitted Merger, the acquisition of the Receivables of AHFC and the sale of Receivables to one or more Trusts in accordance with the terms of Article Three herein, on which there shall be no restriction;
(b) to the fullest extent permitted by applicable law, dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent,
(c) consent to the institution of bankruptcy or insolvency proceedings against it,
(d) file a voluntary bankruptcy petition or any other petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy,
Unanimous Vote Required. Notwithstanding any other provision of this Agreement and notwithstanding any provision of law that otherwise so empowers the Company, the Member, the Board, any Officer or any other Person acting on behalf of the Company, the Company, the Member, the Board, any Officer or any other Person acting on behalf of the Company shall not be authorized or empowered, nor shall they permit the Company, without the prior affirmative vote of 100% of the Managers of the Company, including all of the Independent Managers, to do any of the following:
(a) merge or consolidate with any other corporation, company or entity or sell all or substantially all of its assets, or acquire all or substantially all of the assets, capital stock or other ownership interest of any other corporation, company or entity, except in accordance with the terms of Article Three herein, on which there shall be no restriction; or
(i) to the fullest extent permitted by law, dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent; (ii) file, consent to the filing of or join in the filing of, a bankruptcy or insolvency petition against the Company or otherwise institute bankruptcy or insolvency proceedings; (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency; (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official as to the Company or all or substantially all of its property; or (v) make a general assignment for the benefit of creditors.
Unanimous Vote Required. 10 Section 6.02. Voting on Bankruptcy or Insolvency. . . . . . . . . . . . . 10 ARTICLE SEVEN CAPITAL ACCOUNTS; PROFITS AND LOSSES; DISTRIBUTIONS
Unanimous Vote Required. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shall not, without (i) the prior written consent of each trustee from time to time (each, a "Trustee") under any pooling and servicing agreement, indenture, trust agreement or similar agreement between the Company, a Trustee and a servicer, if any, pursuant to which the Company shall issue certificates and/or notes and (ii) the affirmative vote of 100% of the Members of the Company, including the Independent Member, institute proceedings to be adjudicated a bankrupt or insolvent or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or all or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any limited liability company action in furtherance of any such action.
Unanimous Vote Required. A unanimous vote by the voting members of the Implementing Committee will be required to move forward with any proposed Nonroutine AMP Decision.
Unanimous Vote Required. After review and discussion of a draft proposal, the Implementing Committee will vote on the proposal. Any decision by the Implementing Committee to proceed with a draft proposal will be made by unanimous vote.
Unanimous Vote Required. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shall not, and no Member or other person on behalf of the Company shall, without the prior vote or written consent of 100% of the Members of the Company, including each Independent Member and with respect to each Independent Member, two or more of its Independent Directors, institute proceedings to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any corporate action in furtherance of any such action.
Unanimous Vote Required. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shall not, without (a) the prior written consent of the Owner Trustee and (b) the affirmative vote of 100% of the Members of the Company, including the Independent Member: (i) institute proceedings to have itself adjudicated bankrupt or insolvent; (ii) consent to the institution of bankruptcy or insolvency proceedings against it; (iii) file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy; (iv) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a substantial part of its property; (v) make any assignment for the benefit of creditors; (vi) admit in writing its inability to pay its debts generally as they become due; or (vii) take any action in furtherance of the actions set forth in clauses (i) through (vi) above.
Unanimous Vote Required. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Company shall not, without (i) the prior written consent of each trustee from time to time (each, a "Trustee") under any pooling and servicing agreement, indenture, trust agreement or similar agreement between the Company or the Partnership, a Trustee and a servicer, if any, pursuant to which the Company or the Partnership shall issue, or cause to be issued, certificates and/or notes and (ii) the affirmative vote of 100% of the Members of the Company, including all Independent Members, institute proceedings to be adjudicated a bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against it, or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a substantial part of its property, or make any assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or take any limited liability company action in furtherance of any such action.
Unanimous Vote Required. Notwithstanding any other provision contained herein, no action shall be taken, sum expended or obligation incurred by the Company, or by the Board of Managers on behalf of the Company, with respect to any of the following matters, unless such action shall have been approved by the unanimous vote of the Board of Managers
