Common use of Voting and Other Rights of Members Clause in Contracts

Voting and Other Rights of Members. The Members shall have the right to take any of the following actions upon the affirmative vote or consent of the Majority of the Members, without the concurrence of the Managers. (a) Dissolve and terminate the Company prior to the expiration of the term of the Company. (b) Amend this Agreement, subject to the limitations set forth in Section 12.4; (c) Approve or disapprove a transaction entailing the sale of all or substantially all of the assets of the Company, except in connection with the orderly liquidation and winding up of the business of the Company upon its termination and dissolution; (d) Remove a Manager or any successor Manager, as provided in Section 3.11; or (e) Elect an additional Manager or a new Manager or Managers upon the removal of a Manager or any successor Manager, or upon the withdrawal or death of a Manager or any successor Manager, all in the manner and subject to the conditions described in Section 3.11 and Section 7.1. Without the affirmative vote or consent of the Majority of the Members, the Managers shall not: (a) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business; (b) subject to Sections 3.16 and 4.19(a), cause the merger or other reorganization of the Company; (c) dissolve the Company, or (d) appoint a new Manager, provided, however, that an additional Manager may be appointed without obtaining the vote or consent of the Members if the addition of such person is necessary to preserve the tax status of the Company, such person has no authority to manage or control the Company under this Agreement, there is no change in the identity of the persons who have authority to manage or control the Company, and the admission of such person as an additional Manager does not materially adversely affect the Members. With respect to any Units owned by the Managers, the Managers may not vote or consent on matters submitted to the Members regarding the removal of the Managers or regarding any transaction between the Company and the Managers. In determining the existence of the requisite percentage of Units necessary to approve a matter on which the Managers may not vote or consent, any Units owned by the Managers shall not be included.

Voting and Other Rights of Members. The Members shall have the right to take any of the following actions upon the affirmative vote or consent of the Majority of the Members, without the concurrence of the Managers. (a) Dissolve and terminate the Company prior to the expiration of the term of the Company. (b) Amend this Agreement, subject to the limitations set forth in Section 12.4; (c) Approve or disapprove a transaction entailing the sale of all or substantially all of the assets of the Company, except in connection with the orderly liquidation and winding up of the business of the Company upon its termination and dissolution; (d) Remove a Manager or any successor Manager, as provided in Section 3.11; or (e) Elect an additional Manager or a new Manager or Managers upon the removal of a Manager or any successor Manager, or upon the withdrawal or death of a Manager or any successor Manager, all in the manner and subject to the conditions described in Section 3.11 and Section 7.1. Without the affirmative vote or consent of the Majority of the Members, the Managers shall not: (a) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business; (b) subject to Sections 3.3(i), 3.16 and 4.19(a), cause the merger or other reorganization of the Company; (c) dissolve the Company, or (d) appoint a new Manager, provided, however, that an additional Manager may be appointed without obtaining the vote or consent of the Members if the addition of such person is necessary to preserve the tax status of the Company, such person has no authority to manage or control the Company under this Agreement, there is no change in the identity of the persons who have authority to manage or control the Company, and the admission of such person as an additional Manager does not materially adversely affect the Members. With respect to any Units owned by the Managers, the Managers may not vote or consent on matters submitted to the Members regarding the removal of the Managers or regarding any transaction between the Company and the Managers. In determining the existence of the requisite percentage of Units necessary to approve a matter on which the Managers may not vote or consent, any Units owned by the Managers shall not be included.

Voting and Other Rights of Members. The Members shall have the right to take any of the following actions upon the affirmative vote or consent of the Majority of the Members, without the concurrence of the Managers. (a) Dissolve and terminate the Company prior to the expiration of the term of the Company. (b) Amend this Agreement, subject to the limitations set forth in Section 12.4; (c) Approve or disapprove a transaction entailing the sale of all or substantially all of the assets of the Company, except in connection with the orderly liquidation and winding up of the business of the Company upon its termination and dissolution; (d) Remove a Manager or any successor Manager, as provided in Section 3.11; or (e) Elect an additional Manager or a new Manager or Managers upon the removal of a Manager or any successor Manager, or upon the withdrawal or death of a Manager or any successor Manager, all in the manner and subject to the conditions described in Section 3.11 and Section 7.1. Without the affirmative vote or consent of the Majority of the Members, the Managers shall not: (a) sell all or substantially all of the Company’s assets other than in the ordinary course of the Company’s business; (b) subject to Sections 3.3(i), 3.16 and 4.19(a), cause the merger or other reorganization of the Company; (c) dissolve the Company, ; or (d) appoint a new Manager, provided, however, that an additional Manager may be appointed without obtaining the vote or consent of the Members if the addition of such person is necessary to preserve the tax status of the Company, such person has no authority to manage or control the Company under this Agreement, there is no change in the identity of the persons who have authority to manage or control the Company, and the admission of such person as an additional Manager does not materially adversely affect the Members. With respect to any Units owned by the Managers, the Managers may not vote or consent on matters submitted to the Members regarding the removal of the Managers or regarding any transaction between the Company and the Managers. In determining the existence of the requisite percentage of Units necessary to approve a matter on which the Managers may not vote or consent, any Units owned by the Managers shall not be included.