Unanimous Action definition
Examples of Unanimous Action in a sentence
Any determinations of fair market value in connection with the foregoing shall be made by the Board acting by Unanimous Action.
Without limiting the generality of the foregoing (and notwithstanding anything contained herein to the contrary), any action or decision to be taken or made by or on behalf of the Subsidiary that, if taken or made by or on behalf of the Company would constitute (a) a Major Action, will require the approval of the Manager and (b) a Unanimous Action, will require the approval of the Members as set forth in Section 4.2.
Determinations of fair market value pursuant to this Section 2.5 shall be made by the Board acting by Unanimous Action.
The “Liquidator” shall mean a Person selected by the Board acting by Unanimous Action.
For purposes of clarification, if the collective approval or disapproval of the Investor Members pursuant to Section 3.3 hereof of any Unanimous Action approval request is not delivered to the Manager by the Magnetar Aggregator Investor Member within the time period set forth in this Section 4.1(c), then the applicable request will be deemed approved by the Investor Members.
A proposed amendment shall be adopted and be effective as an amendment hereto if it receives the approval of the Board acting by Unanimous Action, except that notwithstanding Section 4.1(g), no proposed amendment to the Certificate or this Agreement shall be effective without the prior approval of each Member that such amendment materially and adversely affects.
Any amendment to this Agreement shall be effective only if such amendment is evidenced by a written instrument duly executed and delivered by the Manager, provided that a Member’s consent shall be required with respect to any amendment (a) that adversely and disproportionately affects such Member (other than in a de minimis manner), or (b) that would effectively implement a Unanimous Action on behalf of the Company without approval therefor as required hereunder.
If a Member fails to respond to a Unanimous Action approval request within ten (10) Business Days after the request is made, then the request will be deemed approved by such Member.
Notwithstanding anything to the contrary contained herein, the Liquidator may not make any in-kind Distribution of the Property unless it is both (i) made pro rata in accordance with the respective Percentage Interests of the Members and (ii) consented to by the Board acting by Unanimous Action.
Notice of Stockholder Business; Nominations 10 ARTICLE II : BOARD OF DIRECTORS 18 Section 2.1. Number; Qualifications 18 Section 2.2. Election; Resignation; Removal; Vacancies 18 Section 2.3. Regular Meetings 18 Section 2.4. Special Meetings 18 Section 2.5. Remote Meetings Permitted 19 Section 2.6. Quorum; Vote Required for Action 19 Section 2.7. Organization 19 Section 2.8. Unanimous Action by Directors in Lieu of a Meeting 19 Section 2.9. Powers 19 Section 2.10.