Common use of Voting Requirements for Certain Items Reserved for Member Approval Clause in Contracts

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 to constitute Member action pursuant to Section 8.10 herein, unless the vote of a greater or lesser proportion or number is otherwise required by the Act.

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; oror ​ (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 to constitute Member action pursuant to Section 8.10 herein, unless the vote of a greater or lesser proportion or number is otherwise required by the Act.