Consent of the Member Sample Clauses

The 'Consent of the Member' clause establishes that certain actions or decisions within an organization require the explicit approval of a member before they can proceed. In practice, this may apply to significant matters such as amending governing documents, admitting new members, or authorizing major transactions, where the member's written or recorded consent is necessary. This clause ensures that members retain control over key decisions, thereby protecting their interests and preventing unauthorized actions by others within the organization.
Consent of the Member. At any time that the Company only has one Member, the affirmative consent (regardless of whether written, oral or by course of conduct) of the Member will constitute “consent of all members” for purposes of the Act, except to the extent that a nonwaivable provision of the Act requires that such consent be in writing, in which case the written consent of the Member will constitute the “written consent of all the members.”
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Consent of the Member. “Consent of the Member” shall mean the written consent, vote or approval of the members holding a Majority Interest (as defined in the Member Amended and Restated Operating Agreement) of the Member.
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Related to Consent of the Member

  • Consent of Members Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

  • Consent of Partners Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner shall be bound by the results of such action.

  • Without Consent of the Holders The Issuer and the Trustee may amend this Indenture, the Securities, any Security Document or any Intercreditor Agreement with respect to the Securities without notice to or consent of any Holder: (i) to cure any ambiguity, omission, defect or inconsistency; (ii) to provide for the assumption by a Successor Company of the obligations of the Issuer under this Indenture and the Securities; (iii) to provide for the assumption by a Successor Subsidiary Guarantor of the obligations of a Subsidiary Guarantor under this Indenture and its Subsidiary Guarantee; (iv) to provide for uncertificated Securities in addition to or in place of certificated Securities; provided, however, that the uncertificated Securities are issued in registered form for purposes of Section 163(f) of the Code or in a manner such that the uncertificated Securities are described in Section 163(f)(2)(B) of the Code; (v) to add a Subsidiary Guarantee with respect to the Securities or to secure the Securities; (vi) to add additional assets as Collateral; (vii) to release Collateral from the Lien securing the Securities pursuant to the Security Documents when permitted or required by this Indenture, the Security Documents or any Intercreditor Agreement; (viii) to add to the covenants of the Issuer for the benefit of the Holders or to surrender any right or power herein conferred upon the Issuer; (ix) to modify the Security Documents and/or any Intercreditor Agreements, to secure other First Priority Lien Obligations and/or second priority secured obligations of the Issuer or any Subsidiary Guarantor (including, without limitation, any Other Second-Lien Obligations) so long as such other First Priority Lien Obligations and/or second priority secured obligations (including, without limitation, any Other Second-Lien Obligations) are not prohibited by the provisions of the Credit Agreements, the Existing Second Priority Notes Indentures, this Indenture, the First Priority Dollar Notes Indentures or First Priority Euro Notes Indenture; (x) to comply with any requirement of the SEC in connection with qualifying or maintaining the qualification of this Indenture under the TIA; (xi) to make any change that does not adversely affect the rights of any Holder; (xii) to effect any provision of this Indenture or to make certain changes to this Indenture to provide for the issuance of Additional Securities; (xiii) to provide for the issuance of the Exchange Securities or the Additional Securities, which shall have terms substantially identical in all material respects to the Original Securities, and which shall be treated, together with any outstanding Original Securities, as a single issue of securities; or (xiv) to conform the text of this Indenture or the Securities to any provision of the “Description of First Priority Notes” section of the Offering Memorandum to the extent that such a provision in the “Description of First Priority Notes” section of the Offering Memorandum was intended to be a verbatim recitation of a provision to comply with any requirements of this Indenture or the Securities. After an amendment under this Section 9.01 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 9.01.

  • Liability of the Member All debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a member.

  • With Consent of the Holders (a) The Issuer and the Indenture Trustee may amend this Indenture, the Notes and the Security Documents with the written consent of the Required Holders. However, without the consent of each Holder of an outstanding Note affected, an amendment may not: (i) reduce the amount of Notes whose Holders must consent to an amendment, (ii) reduce the rate of or extend the time for payment of interest on any Note, (iii) reduce the principal of or change the Maturity Date of any Note, (iv) reduce the premium payable upon the redemption of any Note or change the time at which any Note may be redeemed in accordance with Article 3, (v) make any Note payable in money other than that stated in such Note, (vi) expressly subordinate the Notes to any other Indebtedness of the Issuer, (vii) impair the right of any Holder to receive payment of principal of or premium, if any, and interest on such Holder’s Notes on or after the due dates therefor or to institute suit for the enforcement of any payment on or with respect to such Holder’s Notes, (viii) make any change in this Section 8.02, or (ix) release all or substantially all of the Collateral from the Lien of this Indenture and the Security Documents, except as otherwise provided in this Indenture or the Security Documents. It shall not be necessary for the consent of the Holders under this Section 8.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof. (b) After an amendment under this Section 8.02 becomes effective, the Issuer shall mail to the Holders a notice briefly describing such amendment. The failure to give such notice to all Holders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 8.02.