Limitation on Powers of Managers Clause Samples

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Limitation on Powers of Managers. (a) Without the approval of a Majority in Interest of the Members, the Managers shall not have the authority to: (i) cause the Company to make any loan to any Member, other than for a purpose which the Managers determine directly benefits the Company, and then only on an arms-length basis at the then-prevailing market rates; (ii) enter into or amend any transaction between the Company and a Member or an Affiliate of a Member or an employee of either except in connection with transactions made on an arms-length basis at the then-prevailing market rates; (iii) grant any guarantee of third party indebtedness for borrowed money, grant any guarantee of third party obligations outside of the ordinary course of business; (iv) undertake or commit to undertake any capital expenditure in excess of $25,000,000 during any two consecutive fiscal years. (b) In addition to any other restrictions on the authority of the Managers described in this Agreement, without the approval of Super Majority in Interest of the Members, the Managers shall not have the authority to: (i) amend the Articles; (ii) sell, exchange, lease, or otherwise dispose of all or substantially all of the Property in a single transaction or series of related transactions; (iii) terminate, dissolve or wind-up the Company; (iv) (1) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of the Company or of all or a substantial part of the assets of the Company, (2) admit in writing the Company’s inability to pay its debts as they become due, (3) make a general assignment for the benefit of creditors, (4) have an order for relief entered against the Company under applicable federal bankruptcy law, or (5) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition filed against the Company in any bankruptcy, reorganization or insolvency proceeding; (v) commingle the Company’s funds with those of any other Person; (vi) permit voluntary additional Capital Contributions by existing Members. (vii) approve a merger or consolidation of the Company with or into another Person or the acquisition by the Company of another business (either by asset, stock or interest purchase) or any equity of another entity; (viii) change the status of the Company from one in which management is vested in the Managers to one in which m...
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Limitation on Powers of Managers. Notwithstanding anything to the contrary in this Agreement, the Managers shall not engage in any of the following transactions without the affirmative vote or written consent of Members owning collectively seventy-five percent (75%) of the Units:
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Limitation on Powers of Managers. Notwithstanding anything to the contrary contained in this Operating Agreement, no Manager may, without the approval of the sole Member: (a) do any act in contravention of this Operating Agreement; (b) do any act that would make it impossible to carry on the ordinary business of the Company, except as expressly provided in this Operating Agreement; (c) execute or deliver any general assignment for the benefit of the creditors of the Company; (d) assign rights in specific Company property for other than a Company purpose; (e) knowingly or willingly do any act (except an act expressly required by this Operating Agreement) that would cause the Company to become an association taxable as a corporation; or (f) sell all or substantially all of the assets of the Company, mortgage or voluntarily place a lien on any of the assets of the Company or merge the Company with or into another entity.
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Limitation on Powers of Managers. Notwithstanding anything to the contrary in this Article IV or elsewhere in the Operating Agreement or the Certificate, the Managers shall not have the power or authority to do any of the following without the consent of the requisite number of Members or those Members holding the requisite Membership Units in the Company: (a) amend the Operating Agreement except in accordance with Article III or Section 15.2 of this Operating Agreement; (b) admit Assignees as Substitute Members except in accordance with Section 13.2 of this Operating Agreement; (c) admit Additional Members except in accordance with Section 13.3 of this Operating Agreement; (d) continue the Company after a Dissociation Event except in accordance with Section 14.3 of this Operating Agreement; (e) Dispose of all or substantially all of the Company Property except in accordance with Section 6.3 of this Operating Agreement; (f) merge or consolidate the Company with or into one or more limited liability companies or other entities except in accordance with Section 6.4 of this Operating Agreement; (g) waive the requirement of the Members to make an Additional Capital Contribution or Initial Delayed Capital Contribution except in accordance with Sections 9.1 and 9.2 of this Operating Agreement; (h) require the Members to make Additional Capital Contributions, except in accordance with Section 9.2 of this Operating Agreement; or (i) take any other action which requires the vote, approval or consent of the Members under this Operating Agreement.
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Limitation on Powers of Managers. (a) Without the approval of a Majority in Interest of the Members, or the consent of the Investor Member Nominee if required by Section 5.3, the Managers shall not have the authority to: (i) redeem, purchase, retire or otherwise acquire any outstanding Interests, except for those redeemed, purchased, retired or otherwise acquired in connection with agreements between the Company and its employees, consultants, officers or Managers, all as approved by the Managers; (ii) sell, exchange, lease, mortgage, pledge or otherwise dispose of all or substantially all of the Property in a single transaction or series of related transactions; (iii) terminate, dissolve or wind-up the Company; (iv) commingle the Company’s funds with those of any other Person; (v) amend this Agreement or the Certificate of Formation; (vi) issue an Interest to any Person and admit such Person as an Additional Member except as provided in Section 8.5; (vii) approve the repurchase of the Investor Members’ Interests; (viii) approve a merger or consolidation of the Company with or into another Person; (ix) change the status of the Company from one in which management is vested in the Managers to one in which management is vested in the Members; (x) authorize any transaction, agreement or action on behalf of the Company that is unrelated to its purpose as set forth in this Agreement, that otherwise contravenes this Agreement or that is not within the usual course of the business of the Company; or (xi) subject to Section 8.5 as to Additional Members, determine, modify compromise or release the amount and character of the contributions which a Member shall make, or shall promise to make, as the consideration for the issuance of an Interest.
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Limitation on Powers of Managers. Notwithstanding the foregoing, without the approval of a Supermajority in Interest, the Managers shall not have the authority to: (a) require additional Capital Contributions by existing Members (it being agreed that raising capital upon the sale of Additional Units to third parties does not require such approval of a Supermajority in Interest); (b) amend this Agreement; (c) enter into or amend any transaction between the Company, on the one hand, and PPI, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, or their Affiliates (the “▇▇▇▇▇ Parties”), on the other hand, except in connection with transactions made on commercially reasonable terms; loan transactions between the Company and the ▇▇▇▇▇ Parties bearing an annual interest rate of six percent (6%) or less are deemed to be made on commercially reasonable terms; (d) incur any indebtedness for borrowed money on behalf of the Company, except on commercially reasonable terms; or (e) terminate, dissolve or wind-up the Company; For purposes of this Section 6.2, in the event of any transaction involving any of the ▇▇▇▇▇ Parties, each of PPI and the Company agree to deliver to the MGP Members all applicable documents and information pertaining to the proposed transaction involving the ▇▇▇▇▇ Parties (the “Related Party Transaction”) at least ten (10) days prior to the consummation of the proposed Related Party Transaction. The MGP Members shall have the right to review proposed Related Party Transaction and provide notice to the Company and PPI whether the MGP Members deem the proposed Related Party Transaction to be on commercially reasonable terms.
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Related to Limitation on Powers of Managers

  • POWERS OF MANAGERS Pursuant to Section ▇▇-▇▇-▇▇▇ of the Act, the Managers are authorized: (a) to make all decisions regarding the Company’s operations and legal affairs, including but not limited to: i. the sale, development, lease, or other disposition of the Company's assets; ii. the purchase or acquisition of other assets; iii. the management of all or any part of the Company's assets; iv. the borrowing of money and granting of security interests in the Company's assets; v. the pre-payment, refinancing, or extension of any loan affecting the Company's assets; vi. the compromise or release of any of the Company's claims or debts; and vii. the employment of persons, firms, or corporations for the operation and management of the Company's business; and (b) to execute and deliver: i. all contracts, conveyances, assignments, leases, sub-leases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the Company's assets; ii. all checks, drafts, and other orders for the payment of the Company's funds; iii. all promissory notes, loans, security agreements and other similar documents; and iv. all other instruments of any kind relating to the Company's business and affairs.

  • Powers of Trustees Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility and the purpose of the Trust. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Declaration of Trust providing for the conduct of the business and affairs of the Trust and may amend and repeal them to the extent that such By-Laws do not reserve that right to the Shareholders; they may as they consider appropriate elect and remove officers and appoint and terminate agents and consultants and hire and terminate employees, any one or more of the foregoing of whom may be a Trustee, and may provide for the compensation of all of the foregoing; they may appoint from their own number, and terminate, any one or more committees consisting of two or more Trustees, including without implied limitation an executive committee, which may, when the Trustees are not in session and subject to the 1940 Act, exercise some or all of the power and authority of the Trustees as the Trustees may determine; in accordance with Section 3.3 they may employ one or more advisers, administrators, depositories and custodians and may authorize any depository or custodian to employ subcustodians or agents and to deposit all or any part of such assets in a system or systems for the central handling of securities and debt instruments, retain transfer, dividend, accounting or Shareholder servicing agents or any of the foregoing, provide for the distribution of Shares by the Trust through one or more distributors, principal underwriters or otherwise, set record dates or times for the determination of Shareholders or certain of them with respect to various matters; they may compensate or provide for the compensation of the Trustees, officers, advisers, administrators, custodians, other agents, consultants and employees of the Trust or the Trustees on such terms as they deem appropriate; and in general they may delegate to any officer of the Trust, to any committee of the Trustees and to any employee, adviser, administrator, distributor, principal underwriter, depository, custodian, transfer and dividend disbursing agent, or any other agent or consultant of the Trust such authority, powers, functions and duties as they consider desirable or appropriate for the conduct of the business and affairs of the Trust, including without implied limitation the power and authority to act in the name of the Trust and of the Trustees, to sign documents and to act as attorney-in-fact for the Trustees. Without limiting the foregoing and to the extent not inconsistent with the 1940 Act or other applicable law, the Trustees shall have power and authority:

  • Limitations of Liability of Trustees and Shareholders of the Company The execution and delivery of this Agreement have been authorized by the Trustees of FAS and signed by an authorized officer of FAS, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, and the obligations of this Agreement are not binding upon any of the Trustees or Shareholders of FAS, but bind only the property of FAS, as provided in FAS’s Declaration of Trust.

  • RIGHTS OF MANAGEMENT Any rights of management which are not specifically mentioned in this Agreement and are not contrary to its intention shall continue in full force and effect for the duration of this contract, always provided that in the exercise of the aforementioned management rights there shall be no discrimination.

  • Powers of Trustee 10.9.1 At the direction of the person authorized to direct such action as referred to in Section 10.5.1, but limited to those assets or categories of assets acceptable to the Trustee as referred to in Section 10.4, or at its own discretion if no such person is so authorized, the Trustee, or the Trustee's designee or a broker/dealer as referred to in Section 10.5.5, is authorized and empowered: (A) To invest and reinvest the Trust Fund, together with the income therefrom, in assets specified in Section 10.4; (B) To deposit or invest all or any part of the assets of the Trust in savings accounts or certificates of deposit or other deposits in a bank or savings and loan association or other depository institution, including the Trustee or any of its affiliates, provided with respect to such deposits with the Trustee or an affiliate the deposits bear a reasonable interest rate; (C) To hold, manage, improve, repair and control all property, real or personal, forming part of the Trust Fund; to sell, convey, transfer, exchange, partition, lease for any term, even extending beyond the duration of this Trust, and otherwise dispose of the same from time to time; (D) To have, respecting securities, all the rights, powers and privileges of an owner, including the power to give proxies, pay assessments and other sums deemed by the Trustee necessary for the protection of the Trust Fund; to vote any corporate stock either in person or by proxy, with or without power of substitution, for any purpose; to participate in voting trusts, pooling agreements, foreclosures, reorganizations, consolidations, mergers and liquidations, and in connection therewith to deposit securities with or transfer title to any protective or other committee; to exercise or sell stock subscriptions or conversion rights; and, regardless of any limitation elsewhere in this instrument relative to investments by the Trustee, to accept and retain as an investment any securities or other property received through the exercise of any of the foregoing powers; (E) Subject to Section 10.5.4 hereof, to hold in cash, without liability for interest, such portion of the Trust Fund which it is directed to so hold pending investments, or payment of expenses, or the distribution of benefits; (F) To take such actions as may be necessary or desirable to protect the Trust from loss due to the default on mortgages held in the Trust including the appointment of agents or trustees in such other jurisdictions as may seem desirable, to transfer property to such agents or trustees, to grant to such agents such powers as are necessary or desirable to protect the Trust Fund, to direct such agent or trustee, or to delegate such power to direct, and to remove such agent or trustee; (G) To settle, compromise or abandon all claims and demands in favor of or against the Trust Fund; (H) To invest in any common or collective trust fund of the type referred to in Section 10.5.8 hereof maintained by the Trustee; (I) To exercise all of the further rights, powers, options and privileges granted, provided for, or vested in trustees generally under the laws of the State of New Jersey, so that the powers conferred upon the Trustee herein shall not be in limitation of any authority conferred by law, but shall be in addition thereto; (J) To borrow money from any source and to execute promissory notes, mortgages or other obligations and to pledge or mortgage any trust assets as security, subject to applicable requirements of the Code and ERISA; and (K) To maintain accounts at, execute transactions through, and lend on an adequately secured basis stocks, bonds or other securities to, any brokerage or other firm, including any firm which is an affiliate of the Trustee. 10.9.2 To the extent necessary or which it deems appropriate to implement its powers under Section 10.9.1 or otherwise to fulfill any of its duties and responsibilities as trustee of the Trust Fund, the Trustee shall have the following additional powers and authority: (A) to register securities, or any other property, in its name or in the name of any nominee, including the name of any affiliate or the nominee name designated by any affiliate, with or without indication of the capacity in which property shall be held, or to hold securities in bearer form and to deposit any securities or other property in a depository or clearing corporation; (B) to designate and engage the services of, and to delegate powers and responsibilities to, such agents, representatives, advisers, counsel and accountants as the Trustee considers necessary or appropriate, any of whom may be an affiliate of the Trustee or a person who renders services to such an affiliate, and, as a part of its expenses under this Trust Agreement, to pay their reasonable expenses and compensation; (C) to make, execute and deliver, as Trustee, any and all deeds, leases, mortgages, conveyances, waivers, releases or other instruments in writing necessary or appropriate for the accomplishment of any of the powers listed in this Trust Agreement; and (D) generally to do all other acts which the Trustee deems necessary or appropriate for the protection of the Trust Fund. 10.9.3 The Trustee shall have no duties or responsibilities other than those specified in the Plan.