Voting Requirements for Certain Items Reserved for Member Approval Sample Clauses

Voting Requirements for Certain Items Reserved for Member Approval. (a) The Governors shall not have authority to, and they covenant and agree that they shall not, do any of the following acts without the unanimous consent of the Class A Members: (i) Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Section 3 hereof; (ii) Knowingly do any act in contravention of this Agreement or which would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; or (iii) Possess Company Property, or assign rights in specific Company Property, for other than a Company purpose. (b) The Governors shall not have authority to, and they covenant and agree that they shall not cause the Company to, without the consent of the Class A Members holding at least a majority of the Class A Units: (i) Issue Units at a purchase price of less than $1,000 per Unit; (ii) Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company; or (iii) Cause the Company to acquire any equity or debt securities of any Governor or any of its Affiliates, or otherwise make loans to any Governor or any of its Affiliates. (c) The Governors shall not have authority to, and they covenant and agree that they shall not cause the Company to, without the consent of the Members holding at least a majority of the Class A Units, Class B Units, and Class C Units, voting together as a single class: (i) Merge or consolidate with or into any other entity; (ii) Sell, exchange or otherwise dispose of at one time all or substantially all of the property of the Company, except for a liquidating sale of the Property in connection with the dissolution of the Company; or (iii) Take any other action that requires the consent of at least a majority of the outstanding Units of all classes, voting together as a single class, under the Act to the extent the Act provides that any requirement to obtain such consent may not be varied, waived or altered in an operating agreement. The actions specified in this Section 6.7 as requiring the consent of the Members shall be in addition to any actions by the Governors that are specified in the Act as requiring the consent or approval of the Members to the extent the Act provides that any requirement to obtain such consent or approval of the Members may not be varied, waived or altered in an operating agreement. Any such required consent or approval may be given by the number of votes necessary...
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Voting Requirements for Certain Items Reserved for Member Approval. The Governors shall not have authority to, and they covenant and agree that they shall not, do any of the following acts without the consent of a Majority in Interest of the Members: (a) Issue Membership Units in the Company at less than $1,000 per unit; (b) Sell, lease, exchange or otherwise dispose of all or substantially all of the assets of the Company; (c) Merge or consolidate the Company with or into any other Person; (d) A change in the business purpose of the Company; or (e) Voluntary dissolution of the Company; or (f) Cause the Company to acquire any equity or debt securities issued by any Governor (or any of its Affiliates), or otherwise make loans to any Governor (or any of its Affiliates or Related Parties). Notwithstanding the foregoing, the Governors shall have full authority to redeem, repurchase or otherwise acquire any Units held by a Governor (or its Affiliates or Related Parties) on such terms the Governors reasonably believe are in the best interests of the Company and such transaction is approved by all disinterested Governors. The actions specified herein as requiring the consent of the Members shall be in addition to any actions by the Governors that are specified in the Act as requiring the consent or approval of the Members. Any such consent or approval required by the Act may be given by a vote of a Majority in Interest of the Members, unless a higher threshold shall be specified by the Act.
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Voting Requirements for Certain Items Reserved for Member Approval. During such time that Glacial Lakes is a member of the Company and holds at least 20% of the issued and outstanding Membership Units of the Company, the following actions require Member approval (in addition to such other Member or Board approvals required by this Agreement) of a minimum two-thirds (2/3) vote of Membership Units of the Company at a meeting of Members at which at quorum is present: (i) Issue Membership Units in the Company (subsequent to the final closing of the Company's proposed initial public offering of Membership Units) at less than $1,000 per unit; (ii) Sell, lease, exchange or otherwise dispose of all or substantially all of the assets of the Company; (iii) Merger or consolidation of the Company with or into any other Person; (iv) A change in the business purpose of the Company; or (v) Voluntary dissolution of the Company.
Sample 1
Voting Requirements for Certain Items Reserved for Member Approval. The Governors shall not have authority to, and they covenant and agree that they shall not, do any of the following acts without the consent of a Majority in Interest of the Members: (a) Issue Membership Units in the Company at less than $1,000 per unit; (b) Sell, lease, exchange or otherwise dispose of all or substantially all of the assets of the Company; (c) Merger or consolidation of the Company with or into any other Person; (d)A change in the business purpose of the Company;
Sample 1

Related to Voting Requirements for Certain Items Reserved for Member Approval

  • Additional Voting Powers and Voting Requirements for Certain Actions Notwithstanding any other provision of this Agreement, the Shareholders shall have power to vote to approve any amendment to Article VIII of this Agreement that would have the effect of reducing the indemnification provided thereby to Covered Persons or to Shareholders or former Shareholders, and any repeal or amendment of this sentence, and any such action shall require the affirmative vote or consent of Shareholders owning at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon. In addition, the removal of one or more Trustees by the Shareholders shall require the affirmative vote or consent of Shareholders owning at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon. The voting requirements set forth in this Section 6.2 shall be in addition to, and not in lieu of, any vote or consent of the Shareholders otherwise required by applicable law (including, without limitation, any separate vote by Portfolio (or Class) that may be required by the 1940 Act or by other applicable law) or by this Agreement.

  • SERVICE REQUIREMENTS FOR REFERRED CLIENTS A. Agent agrees to respond to any communications from a Referred Client within two (2) hours after receipt if such communication is received between 9:00am to 5:00pm local time. For communications received outside of these hours, Agent agrees to respond by 10:00am the next day. B. Agent agrees to update XXXX.xxx with status updates within 48 hours after initial communication with a Referred Client and upon every significant status change until closing or abandoned. Updates shall be made by Agent via email to xxxxxxxxxxxx@xxxx.xxx. C. Vacations or extended absences shall be reported, with length of pause, to XXXX.xxx via email to D. Agent will not add Referred Client to any email list or calling list without the express permission of Referred Client. E. Agent agrees XXXX.xxx has the right to survey the Referred Client at any time. F. If Agent is contacted by a Referred Client that Agent is unwilling or unable to assist, Agent shall direct such Referred Client back to XXXX.xxx for assistance and notify XXXX.xxx at xxxxxxxxxxxx@xxxx.xxx. G. Agent agrees that XXXX.xxx has no obligation to provide Agent with any number of referrals and that prospective clients are free to select the agent they wish to work with for any particular real estate transaction.

  • CFR PART 200 Domestic Preferences for Procurements As appropriate and to the extent consistent with law, the non-Federal entity should, to the greatest extent practicable under a Federal award, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). The requirements of this section must be included in all subawards including all contracts and purchase orders for work or products under this award. For purposes of 2 CFR Part 200.322, “Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stag through the application of coatings, occurred in the United States. Moreover, for purposes of 2 CFR Part 200.322, “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum, plastics and polymer-based products such as polyvinyl chloride pipe, aggregates such as concrete, class, including optical fiber, and lumber. Pursuant to the above, when federal funds are expended by ESC Region 8 and TIPS Members, Vendor certifies that to the greatest extent practicable Vendor will provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). Does vendor agree? Yes

  • Certain State Law Requirements for Contracts The contents of this Section are required by Texas Law and are included by County regardless of content. For purposes of Sections 2252.152, 2271.002, and 2274.002, Texas Government Code, as amended, C&T hereby verifies that C&T and any parent company, wholly owned subsidiary, majority-owned subsidiary, and affiliate: a. Unless affirmatively declared by the United States government to be excluded from its federal sanctions regime relating to Sudan or Iran or any federal sanctions regime relating to a foreign terrorist organization, is not identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Sections 806.051, 807.051, or 2252.153 of the Texas Government Code. b. If employing ten (10) or more full-time employees and this Agreement has a value of

  • How Are Contributions to a Xxxx XXX Reported for Federal Tax Purposes You must file Form 5329 with the IRS to report and remit any penalties or excise taxes. In addition, certain contribution and distribution information must be reported to the IRS on Form 8606 (as an attachment to your federal income tax return.)

  • Please see the current Washtenaw Community College catalog for up-to-date program requirements Conditions & Requirements

  • REQUIRED FOR PART 2 JOC - PRICING OF Regular Hours Coefficient What is your regular hours coefficient for the RS Means Price Book? (FAILURE TO RESPOND PROHIBITS PART 2 JOC EVALUATION)

  • Sector Sub-Sector Industry Classification Level of Government Type of Obligation Description of Measure Source of Measure All sectors : : - : Central : National Treatment Senior Management and Board of Directors : National Treatment and the Senior Management and Board of Directors obligations shall not apply to any measure relating to small and medium sized domestic market enterprise2. Foreign equity is restricted to a maximum of 40% for domestic market enterprises with paid-in equity capital of less than the equivalent of USD 200,000 Note: Members of the Board of Directors or governing body of corporation or associations shall be allowed in proportion to their allowable participation or share in the capital of such enterprises. : -1987 Constitution of the Republic of the Philippines. - Foreign Investments Act of 1991 (R.A. No. 7042, as amended by R.A. No. 8179). -Presidential and Administrative Issuances. ∞ 2 The concept of a small and medium sized domestic market enterprise is an enterprise with paid in equity capital of less than the equivalent of USD 200,000.00.

  • Treatment of Unallowable Costs Previously Submitted for Payment Mallinckrodt further agrees that within 120 days of the Effective Date of this Agreement it shall identify to applicable Medicare and TRICARE fiscal intermediaries, carriers, and/or contractors, and Medicaid and FEHBP fiscal agents, any Unallowable Costs (as defined in this Paragraph) included in payments previously sought from the United States, or any State Medicaid program, including, but not limited to, payments sought in any cost reports, cost statements, information reports, or payment requests already submitted by Mallinckrodt or any of its subsidiaries or affiliates, and shall request, and agree, that such cost reports, cost statements, information reports, or payment requests, even if already settled, be adjusted to account for the effect of the inclusion of the Unallowable Costs. Mallinckrodt agrees that the United States, at a minimum, shall be entitled to recoup from Mallinckrodt any overpayment plus applicable interest and penalties as a result of the inclusion of such Unallowable Costs on previously-submitted cost reports, information reports, cost statements, or requests for payment. Any payments due after the adjustments have been made shall be paid to the United States pursuant to the direction of the Department of Justice and/or the affected agencies. The United States reserves its rights to disagree with any calculations submitted by Mallinckrodt or any of its subsidiaries or affiliates on the effect of inclusion of Unallowable Costs (as defined in this Paragraph) on Mallinckrodt or any of its subsidiaries or affiliates’ cost reports, cost statements, or information reports.

  • EDD Independent Subrecipient Reporting Requirements Effective January 1, 2001, the County of Orange is required to file in accordance with subdivision (a) of Section 6041A of the Internal Revenue Code for services received from a “service provider” to whom the County pays $600 or more or with whom the County enters into a contract for $600 or more within a single calendar year. The purpose of this reporting requirement is to increase child support collection by helping to locate parents who are delinquent in their child support obligations. The term “service provider” is defined in California Unemployment Insurance Code Section 1088.8, Subparagraph B.2 as “an individual who is not an employee of the service recipient for California purposes and who received compensation or executes a contract for services performed for that service recipient within or without the State.” The term is further defined by the California Employment Development Department to refer specifically to independent Subrecipients. An independent Subrecipient is defined as “an individual who is not an employee of the ... government entity for California purposes and who receives compensation or executes a contract for services performed for that ... government entity either in or outside of California.” The reporting requirement does not apply to corporations, general partnerships, limited liability partnerships, and limited liability companies. Additional information on this reporting requirement can be found at the California Employment Development Department web site located at xxxx://xxx.xxx.xx.xxx/Employer_Services.htm

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