Limitations on Power of Manager Sample Clauses

Limitations on Power of Manager. Notwithstanding any other provisions of this Agreement, however, the Manager shall have no power or authority to approve or cause the Company to engage in any of the following, without first obtaining the unanimous vote or written consent of all Members: (a) the sale, exchange or other disposition of all, or substantially all, of the Company’s assets occurring as part of a single transaction or plan, or in a series of transactions, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution; (b) the merger of the Company with another limited liability company or a corporation, general partnership, limited partnership or other entity; (c) the admission of another Person as a Member of the Company; (d) any Company borrowing of money which, after giving effect to the borrowing, causes the Company to have more than Five Hundred Thousand Dollars ($500,000.00) in principal amount of Company borrowings outstanding; (e) any loan in excess of Five Hundred Thousand Dollars ($500,000.00) by the Company to any Person, any guaranty by the Company of any other Person’s obligations in excess of Five Hundred Thousand Dollars ($500,000.00) or any investment of more than Five Hundred Thousand Dollars ($500,000.00) by the Company in the business of any other Person; (f) any alteration of the primary purpose of the Company as set forth in Section 2.4; (g) any act which would make it impossible to carry on the ordinary business of the Company; (h) any decision to place the Company into Bankruptcy; or (i) any amendment to the Certificate of Formation or this Agreement.
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Limitations on Power of Manager. Notwithstanding any other provisions of this Agreement, the Manager shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the affirmative vote or written consent of a Majority Interest (or such larger percentage as is specified in this Agreement), the concurrence of the Manager (except where expressly not required) and (except the case of removal of the Manager) the concurrence of any Member materially and adversely affected by the proposed amendment: (i) The merger of the Company with another limited liability company or limited partnership or corporation, general partnership or other Person; (ii) The establishment of different classes of Members; (iii) An alteration of the primary purpose or business of the Company as set forth in Section 2.5; (iv) Any act which would make it impossible to carry on the ordinary business of the Company; (v) To engage in any other transaction described in this Agreement that requires the vote, consent, or approval of the Members;
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Limitations on Power of Manager. Notwithstanding any other provisions of this Agreement, the Manager shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the affirmative vote or written consent of each of the Members; (i) The merger of the Company with another Person if the Class B Member or any Class C Member would be required to become a general partner in a merger with a general or limited partnership without his express written consent; and (ii) An alteration of the primary purpose or business of the Company as set forth in Section 2.6.
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Limitations on Power of Manager. Notwithstanding any other provisions of this Agreement, the Manager shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the affirmative vote or written consent of the Members holding a Majority-in-Interest: (i) Any act which would alter or change the rights, preferences or privileges of the Class A Units or Class B Units so as to adversely affect such Units (it being agreed and understood, however, that neither the repurchase of any outstanding Units, the issuance of additional Units, nor a change in the Preferred Return Rate in accordance with this Agreement shall be deemed to alter or change the rights, preferences or privileges of any Units); (ii) To authorize or issue, or obligate itself to issue, any Units in excess of the Authorized Units; and (iii) To increase or decrease the authorized number of Class A Units or Class B Units.
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Limitations on Power of Manager. The Company (acting through its representatives, including the Manager and Officers appointed pursuant to Section 4.1(b)) shall not have authority to cause the Company to engage in the transactions set forth in this Section 4.3 without first obtaining the approval of the Class A Member. Any action which is not a Major Decision may be taken by the Manager (or other Officer appointed by the Manager), provided that: (i) such action is within the scope of authority of such Person under this Agreement; and (ii) the Manager may first consult with the Members (to the extent the Manager determines to be appropriate) before taking an action. (a) Subject to Section 4.3(b), the Major Decisions are any matter set forth in this Agreement as requiring the vote of the Members (including, without limitation, the matters set forth in Sections 3.2, 4.2(c), 4.2(d), 4.2(e), 4.2(f), 4.3, 6.2, 8.1(b), 8.2, 8.4, 8.5 and 11.7). (b) Notwithstanding any other provision of this Agreement, the following actions may not be taken by the Manager or Members without the unanimous approval of the Manager and all Members: (i) Except as provided in Section 8.1, any act which would make it impossible to carry on the ordinary business of the Company; (ii) The occurrence by the Company of a debt not in the ordinary course of business and, in any event any debt that is not subordinate to the COP Transaction and the CPEF Transaction or expressly in accordance with the Loan Documents (during such time as the Loans remaining outstanding in whole or in part); and (iii) The pledge or assignment for security reasons of any Property for a debt not in the ordinary course of business and, in any event any debt that is not subordinate to the COP Transaction and the CPEF Transaction or expressly in accordance with the Loan Documents (during such time as the Loans remaining outstanding in whole or in part); (c) Notwithstanding any other provision of this Agreement, in the event of a default under the Loan Documents, or in the event any action taken on behalf of the Company may have a material adverse effect on COP and/or CPEF, the approval of the Class B Member and the Class C Member shall be required before the Manager or Class A Member may engage in any action set forth in Section 4.2 or Section 4.3.
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Limitations on Power of Manager. Notwithstanding the generality of Section above, the Manager shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the affirmative vote or written consent of a Majority-in-Interest of the Members: (a) The sale, exchange or other disposition of all, or substantially all, of the Company's assets occurring as part of a single transaction or plan, or in a series of transactions, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution; (b) The dissolution of the Company; (c) The amendment of this Agreement, the admission of any new or additional Members, the issuance of additional Membership Interests, or the establishment of different classes of Members; and (d) Any other transaction described in this Agreement as requiring the vote, consent, or approval of the Members or a Majority-in-Interest.
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Limitations on Power of Manager. Notwithstanding any other provisions of this Agreement, the Manager shall not have authority hereunder to cause the Company to engage in the matters set forth in Section 4.7 without first obtaining the requisite affirmative vote or written consent of the Members, as may be required under the respective provisions of Section 4.7.
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Limitations on Power of Manager. 5.4.1. Notwithstanding anything to the contrary contained in this Agreement, the Manager may not (i) file a bankruptcy or insolvency petition or otherwise institute or consent to insolvency proceedings with respect to itself or any other entity in which it has a direct or indirect legal or beneficial ownership interest without the unanimous consent of all Members of the Company, or (ii) if any Member is a real estate investment trust (“REIT”), take any action which is, or is likely to constitute, a violation of the laws, regulations and/or guidelines applicable to REITS or jeopardize the legal status of such Member as a REIT, without the consent of the applicable affected Member or Members.
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Related to Limitations on Power of Manager

  • 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.

  • Limitations on Rights of Others The provisions of this Agreement are solely for the benefit of the Owner Trustee, the Depositor, the Certificateholder, the Servicer and, to the extent expressly provided herein, the Trustee, the Trust Collateral Agent and the Noteholders, and nothing in this Agreement, whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or claim in the Owner Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein.

  • 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.

  • Limitations on Transferability This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution.

  • Limitations on License (a) This license is not assignable or transferable by operation of law or otherwise, except upon the express written consent of the parties, but no assignment shall relieve the parties of their respective obligations as to performances rendered, acts done and obligations incurred prior to the effective date of the assignment. (b) This license authorizes performances by means of “Mechanical Music” only; this license does not authorize live performances. (c) This license is strictly limited to the theater or production venue where each Community Theatre Production is presented, and does not authorize any performances other than those made at the theatre or production venue premises. (d) This license does not authorize the broadcasting, telecasting or transmission by wire, Internet, webcasting, or on-line service, or otherwise of renditions of musical compositions in the ASCAP repertory to persons outside of the theatre premises where each Community Theatre Production shall be presented. (e) This license is limited to non-dramatic performances, and does not authorize any dramatic performances. For purposes of this Agreement, a dramatic performance shall include, but not be limited to, the following: (i) performance of a “dramatico-musical work” in its entirety; (ii) performance of one or more musical compositions from a “dramatico-musical work” accompanied by dialogue, pantomime, dance, stage action, or visual representation of the work from which the music is taken; (iii) performance of one or more musical compositions as part of a story or plot, whether accompanied or unaccompanied by dialogue, pantomime, dance, stage action or visual representation; (iv) performance of a concert version of a “dramatico-musical work”; The term “dramatico-musical work” includes, but is not limited to, a musical comedy, opera, play with music, revue or ballet. (f) ASCAP reserves the right at any time to withdraw from its repertory and from operation of this license, any musical work as to which any suit has been brought or threatened on a claim that such composition infringes a composition not contained in ASCAP’s repertory, or on a claim that ASCAP does not have the right to license the performing rights in such composition. (g) This license does not authorize any performance by means of a coin-operated phonorecord player (jukebox) for which a license is otherwise available from the Jukebox License Office. (h) This license is limited to the United States, its territories and possessions, and Puerto Rico.