Common use of Voting by Members Clause in Contracts

Voting by Members. All decisions made by the Managing Member shall be made in good faith and shall be final and binding upon the Company. To the maximum extent provided by Ohio law, the decisions of the Managing Member shall be deemed to satisfy the standards of conduct set forth in Section 1705.09 of the Act. Any matter submitted to a Vote of the Members or requiring approval of the Members shall be deemed to be passed if approved by the Members holding fifty-one percent (51%) or more of the Units then held by all Members. Notwithstanding the foregoing, no Member or Managing Member shall be permitted to take any of the following actions on behalf of the Company without the approval of a majority of the Members, which approval shall not be unreasonably withheld and shall be predicated upon reasonable business judgment: (i) amending the Company’s Operating Agreement or other governing documents; (ii) altering or changing the rights, privileges, preferences or limitations of the Membership Interests; (iii) creating or issuing a senior class or series of membership interests of the Company; (iv) increasing or decreasing the number of Managers; (v) merging or consolidating with another business or company; (vi) directly or indirectly adopting any plan or arrangement for the bankruptcy, reorganization, dissolution or liquidation of the Company, including the method of distribution thereunder; (vii) selling, transferring, exchanging or otherwise disposing of all or substantially all of the Company’s assets; (viii) borrowing money or incur an obligation in excess of Five Hundred Thousand Dollars ($500,000.00); (ix) authorizing, approving or entering into any agreement to act as a primary obligor, or to serve as a guarantor, surety or co-obligor with respect to the indebtedness of any other party, or to borrow money from third-party lenders; (x) disposing of the goodwill of the Company; and/or (xi) doing any other act that would make it impossible to carry on the ordinary business of the Company.

Voting by Members. All decisions made by the Managing Member shall be made in good faith and shall be final and binding upon the CompanyCompany and the Members. To the maximum extent provided by Ohio law, the decisions of the Managing Member shall be deemed to satisfy the standards of conduct set forth in Section 1705.09 of the Act. Any matter submitted to a Vote of the Members or requiring approval of the Members shall be deemed to be passed if approved by the Members holding fifty-one percent (51%) or more of the Units then held by all Members. Notwithstanding the foregoing, no Member or Managing Member shall be permitted to take any of the following actions on behalf of the Company without the approval of a majority of the Members, which approval shall not be unreasonably withheld and shall be predicated upon reasonable business judgment: (i) amending the Company’s Operating Agreement or other governing documents; (ii) altering or changing the rights, privileges, preferences or limitations of the Membership Interests; (iii) creating or issuing a senior class or series of membership interests of the Company; (iv) increasing or decreasing the number of Managers; (v) merging or consolidating with another business or company; (vi) directly or indirectly adopting any plan or arrangement for the bankruptcy, reorganization, dissolution or liquidation of the Company, including the method of distribution thereunder; (vii) selling, transferring, exchanging or otherwise disposing of all or substantially all of the Company’s assets; (viii) borrowing money or incur an obligation in excess of Five Hundred Thousand Dollars ($500,000.00); (ix) authorizing, approving or entering into any agreement to act as a primary obligor, or to serve as a guarantor, surety or co-obligor with respect to the indebtedness of any other party, or to borrow money from third-party lenders; (x) disposing of the goodwill of the Company; and/or (xi) doing any other act that would make it impossible to carry on the ordinary business of the Company.