Common use of Unanimous Vote Required Clause in Contracts

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. 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 CompanyPerson, the Company, Company and 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 for the acquisition of the Receivables of TMCC 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; or; (ib) 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; , (iic) file, consent to the filing institution of or join in the filing of, a bankruptcy or insolvency petition proceedings against the Company or otherwise institute bankruptcy or insolvency proceedings; it, (iiid) file a petition seeking seeking, or consent to to, reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency; bankruptcy, (ive) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official as to of the Company or all or substantially all a substantial part of its property; or , (vf) make a general assignment for the benefit of creditors, (g) admit in writing its inability to pay its debts generally as they become due, or (h) take any action in furtherance of the actions set forth in clauses (a) through (g) of this Section.