Common use of Actions Requiring Board Approval Clause in Contracts

Actions Requiring Board Approval. Without limiting the matters or actions that must be approved by the Board, the approval of the Board shall be required for any of the following actions: (i) other than the declaration and payment of the Preferred Return, the declaration or payment of any Distributions on any Membership Interests; (ii) the sale, exchange or other disposition of all, or substantially all, of the assets of the Company or any of its Subsidiaries occurring as part of a single transaction or plan, or in a series of transactions, except in the orderly liquidation and winding up of the business of the Company and its Subsidiaries upon its duly authorized dissolution; (iii) the merger of the Company or any of its Subsidiaries with another limited liability company or a corporation, general partnership, limited partnership or other Person; (iv) except to secure a Land Acquisition Loan, the encumbrance of any significant asset of the Company or any of its Subsidiaries, including without limitation, any real property owned by the Company or any of its Subsidiaries; (v) any issuance of Membership Interests or any increase or decrease in the number of authorized Membership Interests or any redemption or repurchase of Membership Interests; (vi) any change to the rights, preferences, and privileges of any class of Membership Interests or issuance of any Membership Interests; (vii) any increase or decrease in the size of the Board; (viii) the approval of the Budget and any changes in any line item of the Budget (except for changes that move line items between categories in the Budget as long as such change does not increase the Budget or alter the overall Budget); provided, however, that if the Board does not approve a Budget for a new Fiscal Year, the Budget for such year shall be the same as the then current Budget as adjusted to reflect increases for increased government assessments, cost increases under existing contracts and other increases consistent with the increase in consumer prices over the prior Fiscal Year which occurred for the area in which the Company operates as such increases in consumer prices are determined by a governmental agency or other Person approved by the Board; (ix) the admission of another Person as a Member of the Company; (x) any alteration of the primary purpose of the Company as set forth in Section 2.4; (xi) any decision to place the Company or any of its Subsidiaries into Bankruptcy; or (xii) any amendment to the Certificate of Formation or this Agreement.