Special Majority Consent definition
Examples of Special Majority Consent in a sentence
Additional Persons may be admitted to the Company as Members, and additional Interests may be created and assigned and/or issued to those additional Persons and/or to existing Members, all on the terms and conditions approved by the Board and the Consent of the Members, PROVIDED that if any additional Interests are proposed to be issued to any existing Members, Managers or Affiliates thereof , then such issuance shall require the approval of the Board and Special Majority Consent.
Upon dissolution of the Company, the Board or if none, a liquidator elected by Special Majority Consent of the Members, shall liquidate the assets of the Company, apply and distribute the proceeds thereof under Rule 4.02 of this Agreement, and cause the cancellation of the Certificate.
The Company may enter into an agreement or series of agreements pursuant to which it sells all or substantially all of its assets or grants an exclusive perpetual license to all or substantially all of its material intellectual property to a Member, Manager or Affiliated Person thereof; provided, that the Company shall have first obtained a Special Majority Consent.
With the Special Majority Consent of the Members, the Board of Managers of the Company (the "BOARD") may execute and file any duly authorized amendments to the Certificate from time to time in a form prescribed by the Act.
Any change to the business purpose of the Company shall require the approval of the Board and the Special Majority Consent of the Members voting as a single class.
Except as otherwise specifically provided herein, including, without limitation, in Rules 3.03 and 7.01(c)(iv), this Agreement may be amended or modified only with the approval of the Board and the Special Majority Consent of Members holding the majority of the issued and outstanding Units, voting as a single class.