Common use of Actions Requiring Board Consent Clause in Contracts

Actions Requiring Board Consent. The taking of any actions listed in clauses (i) through (xi) below by the Company shall require the approval of a majority of the Managers: (i) any issuance or sale of equity of the Company; (ii) a sale or disposal of the assets of the Company except as otherwise provided in Section 5.2 herein; (iii) the merger or consolidation of the Company with any other entity; (iv) approval of the annual budget; (v) the institution of bankruptcy, insolvency, receivership, or similar proceedings; (vi) material change in the nature or scope of business of the Company; (vii) the incurrence of any debt of the Company equal to or in excess of $250,000; (viii) the creation of any liens, encumbrances or security in any form on the assets of the Company except as otherwise provided in Section 5.2 herein; (ix) the entering into any contract, or any variation or termination of any contract, on behalf of the Company that is longer than (1) year (not including (1) year) and/or involves payments by or to the Company equal to or in excess of $250,000 per annum (in the aggregate and for all contracts), except for the contracts described in Section 5.2(c); (x) initiating or settling any claim, arbitration or legal proceedings equal to or in excess of $250,000; and (xi) the payment of bonus or incentive compensation to any officer (other than the CEO) or member of the executive management team of the Company that in the aggregate, with respect to any calendar year, exceeds 20% of the Company’s net income for such calendar year, calculated without taking into consideration such compensation.