Common use of Action by Vote Clause in Contracts

Action by Vote. a) Except as may be otherwise required by Law, when a Quorum or, as applicable, an Adjusted Quorum, is present at any meeting the vote of a majority of the Board Managers will be the act of the Board of Managers. b) At any time that Gryphon owns not less than forty percent (40%) of the outstanding Class A Units and is not a Delinquent Member, the following actions, in addition to requiring a vote of a majority of the Board Managers present at any such meeting, shall require the affirmative vote of the Waterton Board Managers and the Gryphon Board Managers voting at any such meeting (subject to the presence of a Quorum, or, as applicable, an Adjusted Quorum): i. Any voluntary bankruptcy, liquidation, dissolution or winding up of the Company (including the appointment of a liquidator with respect thereto); ii. Any grant, sale or assignment of a Royalty with respect to the Owned Property or any portion thereof; iii. Any issuance of Units to one or more third parties in connection with any capital raise for amounts in excess of $5,000,00; and iv. Any borrowing of money by the Company in amounts in excess of $20,000,000.