Common use of Extraordinary Resolutions Clause in Contracts

Extraordinary Resolutions. Resolutions, actions and decisions of the Members shall be adopted, taken or made at an Extraordinary Members Meeting by the affirmative vote of Members (or their representatives) representing 75% or more of the total votes of the Members with respect to the following matters ("Extraordinary Resolutions"), unless such matters shall have been approved by the Board of Managers or are required by law to be approved of by the Members: (a) Any merger, consolidation or similar amalgamation of the Company, or the Transfer during any fiscal year, exceeding an aggregate of more than 20% of the Fair Market Value of the Company's total assets; (b) The appointment or removal of auditors; (c) Any proposal for additional contributions of capital, other than with respect to the contributions made pursuant to Section 3.2; ----------- (d) Any proposals for the Company to accept contributions of or conversions of debt-to-capital from third parties in exchange for Capital Interests; (e) Any proposals by a Member to Transfer all of its Capital Interests or a portion of the Value of its Capital Interest other than as permitted by this Agreement; (f) The dissolution of the Company; (g) Any acquisitions or capital expenditures during any fiscal year exceeding an aggregate of more than 20% of the Fair Market Value of the Company's total assets; (h) The amendment of the Organizational Documents; (i) Entering into a transaction or series of transactions with any Affiliate (or any Person in which a Member or its Affiliate has a 10% or greater equity interest), member of the Board of Managers, officer, or executive of the Company or a Member (or any individual who is a member of the immediate family of such manager, officer or executive) that in the aggregate will have a value during any fiscal year in excess of $100,000; (j) Incurring additional indebtedness if the ratio of debt to total capitalization of the Company would exceed 60% after giving effect to such borrowing; (k) Borrowing for the purpose of accomplishing any matter listed in Section 5.7; and ----------- (l) Making payments of liquidating or partially liquidating dividends.