LIMITATIONS ON AUTHORITY OF MANAGING MEMBER Clause Samples

The "Limitations on Authority of Managing Member" clause defines the specific boundaries and restrictions placed on the powers of the managing member within an organization or entity. Typically, this clause outlines actions that the managing member cannot take without the approval of other members, such as entering into major contracts, incurring significant debt, or selling key assets. By clearly delineating these limitations, the clause helps prevent unilateral decision-making and protects the interests of all members, ensuring that significant decisions require broader consent and reducing the risk of misuse of authority.
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LIMITATIONS ON AUTHORITY OF MANAGING MEMBER. Notwithstanding the other provisions of Section 10 hereof, the Managing Member shall not have the authority on behalf of the Company to take any action, make any decision, expend any sum or undertake or suffer any obligation if to do so would constitute a Major Decision without first obtaining the Approval of the Investor Member. As used herein, "
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LIMITATIONS ON AUTHORITY OF MANAGING MEMBER. Notwithstanding the foregoing, and except as otherwise permitted pursuant to an Approved Business Plan, the Managing Member shall not take the following actions (collectively, the “Major Decisions”) without obtaining the consent of Members holding a majority of the Investor Member Percentage Interests of the Company: 2.3.1.1 The sale, exchange, transfer, or other disposition (whether by sale, merger, conversion, liquidation or otherwise) of all or substantially all of the Company’s assets occurring as part of a single transaction or plan; 2.3.1.2 The material modification, change or amendment to the terms and conditions of any business plan that is submitted to, and approved by, the Members in accordance with Section 2.5; 2.3.1.3 Except for any contributions required to be made by the Members to the capital of the Company pursuant to an Approved Business Plan, the decision to require the Members to make additional contributions to the capital of the Company that are in excess of $500,000, cumulative; 2.3.1.4 Issuing additional interests in the Company; 2.3.1.5 Entering into, amending, renewing, modifying, terminating or consenting to any lease, except in accordance with the Approved Business Plan; 2.3.1.6 The merger of the Company with any other entity; 2.3.1.7 Contracting for any debt or liability (each an “Obligation”) where (i) such Obligation (when taken together with all prior Obligations made without the consent of the Members pursuant to this Section 2.3.1.7 relating to the same line item for the same time period in the Approved Business Plan) exceeds the greater of Seventy-Five Thousand Dollars ($75,000) or 105% on a year-to-date basis of the applicable line item amount allocated in such Approved Business Plan for that same time period, or (ii) such Obligation exceeds 20% of the total expenditures in Approved Business Plan; provided that consent shall not be required for any Obligation required to fulfill the Company’s contractual obligations as the landlord under any lease for any portion of the Property regardless of whether such Obligation is included in the Approved Business Plan, including, without limitation, any Obligation relating to snow removal; 2.3.1.8 Except as otherwise provided by this Agreement, the entry by the Company into any contract with any Member, or an Affiliate of a Member, or with respect to any such contract, making any amendment, modification, rescission or termination thereof; 2.3.1.9 The acquisition of any real property...
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Related to LIMITATIONS ON AUTHORITY OF MANAGING MEMBER

  • Limitations on Authority The authority of the Board over the conduct of the business affairs of the Company shall be subject only to such limitations as are expressly stated in this Agreement or in the Act.

  • Authority of Manager (a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Corporation, as the sole managing member of the Company (the Corporation, in such capacity, the “Manager”) and (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company. The Manager shall be the “manager” of the Company for the purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04. (b) The day-to-day business and operations of the Company shall be overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions in this Agreement (including in Section 6.07 below), the salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall include, but not be limited to, such duties as the Manager may, from time to time, delegate to them and the carrying out of the Company’s business and affairs on a day-to-day basis. The existing Officers of the Company as of the Effective Time shall remain in their respective positions and shall be deemed to have been appointed by the Manager. All Officers shall be, and shall be deemed to be, officers and employees of the Company. An Officer may also perform one or more roles as an officer of the Manager. (c) The Manager shall have the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

  • Limitation on Authority A. Grantee shall not have any authority to act for or on behalf of the System Agency or the State of Texas except as expressly provided for in the Grant Agreement; no other authority, power, or use is granted or implied. Grantee may not incur any debt, obligation, expense, or liability of any kind on behalf of System Agency or the State of Texas. B. Grantee may not rely upon implied authority and is not granted authority under the Grant Agreement to: i. Make public policy on behalf of the System Agency; ii. Promulgate, amend, or disregard administrative regulations or program policy decisions made by State and federal agencies responsible for administration of a System Agency program; or iii. Unilaterally communicate or negotiate with any federal or state agency or the Texas Legislature on behalf of the System Agency regarding System Agency programs or the Grant Agreement. However, upon System Agency request and with reasonable notice from System Agency to the Grantee, the Grantee shall assist the System Agency in communications and negotiations regarding the Work under the Grant Agreement with state and federal governments.

  • Restrictions on chartering, appointment of managers etc The Borrower shall procure that no Owner shall: (a) let the Ship owned by it on demise charter for any period; (b) other than the relevant Initial Charterparty or Future Charterparty, enter into any time or consecutive voyage charter in respect of the Ship owned by it for a term which exceeds, or which by virtue of any optional extensions may exceed, 11 months; (c) change the terms on which the Ship owned by it is employed or the identity of the person by whom that Ship is employed; (d) enter into any charter in relation to the Ship owned by it under which more than 2 months’ hire (or the equivalent) is payable in advance; (e) charter the Ship owned by it otherwise than on bona fide arm’s length terms at the time when the Ship is fixed; (f) appoint a manager of the Ship owned by it other than an Approved Manager or agree to any alteration to the terms of an Approved Manager’s appointment; (g) de-activate or lay up the Ship owned by it; or (h) put the Ship owned by it into the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed $250,000 (or the equivalent in any other currency) unless that person has first given to the Security Trustee and in terms satisfactory to it a written undertaking not to exercise any lien on the Ship or her Earnings for the cost of such work or otherwise.

  • Representation on Authority of Parties/Signatories Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement. Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations hereunder have been duly authorized and that this Agreement is a valid and legal agreement binding on such Party and enforceable in accordance with its terms.