Common use of Actions Requiring Approval of the Board of Directors Clause in Contracts

Actions Requiring Approval of the Board of Directors. Notwithstanding any other provision of this Agreement to the contrary, the Manager and the other officers of the Company, except with the express written approval of the Board of Directors pursuant to Section 6.03 hereof, shall not have the power or authority to: (a) sell, transfer, exchange or otherwise dispose of any of the assets of the Company, except for sales in the ordinary course of business or the sale, transfer or exchange of assets other than in the ordinary course of business which do not exceed $25,000 in the aggregate in any 12-month period; (b) consolidate, merge, reorganize, liquidate, wind-up, or dissolve the Company (or take any other similar action); (c) issue, sell, acquire, repurchase, redeem or reclassify any Interest, other equity interest (or option, warrant, conversion or other similar right with respect to any equity interest) or debt interest in or of the Company; (d) incur debt or enter into any agreement, facility, commitment, guaranty, instrument or other undertaking providing for, or relating to, the incurrence of any indebtedness by the Company (other than trade indebtedness incurred in the ordinary course of business not in excess of $5,000 and payable within thirty (30) days), or otherwise encumber Company assets; (e) enter into any transaction with any member of the Board of Directors or any Member or an Affiliate of a member of the Board of Directors or of the Company or the Members; (f) approve a business plan and annual operating budget for the Company (or any updates to each thereof); (g) declare or make any distributions to Members; (h) consummate, or enter into any binding agreement to consummate, any acquisition of any property or asset in excess of $5,000; introduce or launch a new product or service; or engage in or enter into a new line of business or a transaction not in the ordinary course of the Company's business; (i) institute proceedings to have the Company be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company, or file a petition with respect to the Company or consent to a petition with respect to the Company seeking reorganization or relief under any applicable Federal or state laws relating to bankruptcy or insolvency, or consent to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or a substantial part of the Company's properties, or make any assignment for the benefit of creditors, or except as required by law, admit in writing an inability to pay its debts generally as they become due, or to take any action in furtherance of any such action; (j) delegate any of the management responsibilities of any officer; (k) commit the Company to make any expenditures that affect the market value of the Company, or any other expenditure in excess of $5,000; (l) purchase or redeem the Interest of any Member; or (m) amend this Agreement.

Actions Requiring Approval of the Board of Directors. Notwithstanding Without in any other provision of this Agreement to way limiting the contrary, the Manager and the other officers generality of the Companyforegoing, except with without having obtained the express written prior approval of the Board of Directors pursuant Directors, the Company shall not, and (to Section 6.03 hereof, the extent it has the legal power and authority) shall cause its subsidiaries (including OpCo) and the Fund not have to (in any single transaction or series of related transactions) undertake any of the power or authority tofollowing actions: (ai) selleffect any Acquisitions; (ii) effect any Asset Transfers; (iii) incur any Indebtedness (not including trade payables incurred in the Fund’s or the Company’s (or any of its subsidiaries’) ordinary course of business); (iv) mortgage, transferpledge, exchange assign in trust or otherwise dispose of encumber any of the property or assets of the Company, or assign any monies owed or to be owed to the Company, except for sales customary Liens granted in the ordinary course of business or to secure Indebtedness permitted under paragraph (iii) above; (v) enter into any merger, exchange or consolidation; effect a recapitalization or reorganization; commence a dissolution, liquidation or winding up of its affairs; or commence, consent to or permit a Bankruptcy; (vi) enter into any Commodity Hedging Transaction whereby more than 50% of the sale, transfer Fund’s and/or the Company’s (including its subsidiaries) expected production from the proved developed producing reserves is hedged for the succeeding 12-month period or exchange whereby the term of assets such hedging transaction exceeds two years; (vii) guarantee the performance of any non-financing contract or other obligation of any Person (other than the Company) other than in the ordinary course of business which do not exceed $25,000 in the aggregate in any 12-month periodbusiness; (bviii) consolidateauthorize, mergeoffer, reorganizeissue or sell any securities (other than pursuant to Section 4.2(b)) or a new class or series of any securities or make requests of the Members for Capital Contributions; (ix) authorize any transaction, liquidateincluding, wind-upwithout limitation, any purchase, sale, lease or exchange of property or the rendering of any service, involving the Company, any of its subsidiaries or the Fund, on the one hand, and any Member (or Transferee) or any Affiliate of any Member (or Transferee), on the other hand (which transaction, once approved by the Required Interest of the Members, will be presumed to be fair to the Company, such subsidiary, or dissolve the Fund, as the case may be), provided that the Membership Interest of the Member (or Transferee) (or Affiliate thereof) party to the proposed transaction will not be considered in the determination of the Required Interest of the Members; (x) approve the Company’s (including its subsidiaries’) or the Fund’s operating budget or any changes thereto; (xi) approve any change in the Fund’s or the Company’s Accountant; (xii) determine the reserve applicable to distributions of cash and other property as provided in Article 5; (xiii) appoint the Company’s independent petroleum engineers; (xiv) compromise or settle any lawsuit, administrative matter or other dispute where the amount the Company, its subsidiary or the Fund may recover or be obligated to pay, as applicable, is in excess of (A) $500,000, if the Fair Market Value of the assets then owned by the Company is less than $50,000,000, (B) $1,000,000, if the Fair Market Value of the assets then owned by the Company is equal to or take any greater than $50,000,000 but less than $100,000,000; and (C) $2,500,000, in all instances other similar actionthan as described in the foregoing clause (A) or (B); (cxv) issueto amend, sellmodify or change in any material respect any material agreement to which the Company is a party, acquirewhich for purposes of this Section 6.1(b) shall include (A) any contract, repurchaseagreement, redeem document, instrument or reclassify series of contracts, agreements, documents, instruments that would obligate the Company to expend, incur or transfer assets with a value of) $1 million or more, or which cannot be terminated by the Company upon notice of 60 days or less and (B) any Interest, other equity interest (or option, warrant, conversion or other similar right with respect to any equity interest) or debt interest in or of grant letter by and between the CompanyCompany and an Eligible Recipient; (dxvi) incur debt or enter into any agreement, facility, commitment, guaranty, instrument to amend the formation documents or other undertaking providing for, governing documents of OpCo or relating to, the incurrence of any indebtedness by the Company (other than trade indebtedness incurred in the ordinary course of business not in excess of $5,000 and payable within thirty (30) days), or otherwise encumber Company assetsFund; (exvii) to enter into any transaction with any member Affiliate of the Board of Directors Company, or any Member officer, director or an Affiliate of a member of the Board of Directors or employee of the Company or any Affiliate of any officer, director or employee of the Members;Company; or (fxviii) approve a business plan and annual operating budget for the Company (take any action, authorize or any updates to each thereof); (g) declare or make any distributions to Members; (h) consummateapprove, or enter into any binding agreement to consummate, any acquisition of any property or asset in excess of $5,000; introduce or launch a new product or service; or engage in or enter into a new line of business or a transaction not in the ordinary course of the Company's business; (i) institute proceedings to have the Company be adjudicated as bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company, or file a petition with respect to the Company or consent to a petition with respect to the Company seeking reorganization or relief under any applicable Federal or state laws relating to bankruptcy or insolvency, or consent to the appointment of a receiver, liquidator, assignee, trustee or sequestrator (or other similar official) of the Company or a substantial part of the Company's properties, or make any assignment for the benefit of creditors, or except as required by law, admit in writing an inability to pay its debts generally as they become due, or to take any action in furtherance of any such action; (j) delegate any of the management responsibilities of any officer; (k) commit the Company to make any expenditures that affect the market value of the Company, or any other expenditure in excess of $5,000; (l) purchase or redeem the Interest of any Member; or (m) amend this Agreementforegoing.