Limitations on Power of Managers Sample Clauses
The 'Limitations on Power of Managers' clause defines specific restrictions on the authority of managers within an organization or company. It typically outlines actions that managers are not permitted to take without additional approval, such as entering into large contracts, incurring significant debt, or making major structural changes. By clearly delineating these boundaries, the clause helps prevent unilateral decisions that could expose the company to undue risk or conflict with the interests of owners or stakeholders, thereby ensuring oversight and protecting the organization from potentially harmful managerial actions.
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Limitations on Power of Managers. Notwithstanding any other provisions of this Agreement, the Board of Managers 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 any Qualified Member:" and, except as so amended, the Operating Agreement of HH Preferred Member as in effect immediately prior to the Effective Time shall continue to be the operating agreement of the Surviving Entity until thereafter amended in accordance with its terms and applicable law.
Limitations on Power of Managers. 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 all of the Members and of the Manager, except that the matters specified in (v) and (xiii) shall just require the vote of a Majority Interest and the concurrence of the Manager.
(i) 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 as part of related transactions or plans, except in the ordinary course of business or in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution;
(ii) The merger of the Company with another limited liability company or limited partnership or corporation, general partnership or other Person;
(iii) The establishment of different classes of Members;
(iv) An alteration of the primary purpose or business of the Company as set forth in Section 2.5;
(v) Transactions between the Company and the Manager or one or more of the Manager's Affiliates, or transactions in which the Manager or one or more of the Manager's Affiliates, has a material financial interest shall require the affirmative vote or written consent of a Majority Interest (not including the Manager, if a Member);
(vi) Any act which would make it impossible to carry on the ordinary business of the Company;
(vii) Borrowing, except that if it is in the Manager's reasonable judgement desirable to do so to accomplish the purposes of the Company, the Company may borrow money from banks or other recognized financial institutions and secure payment of any such borrowing by hypothecation or pledge of Company properties or otherwise, provided that (i) any such borrowing has an original maturity of less than one (1) year and (ii) the aggregate of all indebtedness of Company for money borrowed and outstanding at any one time does not exceed five percent (5%) of the sum of all Capital Contributions, and provided that the Manager may only cause the Company to guaranty the obligations of others if the amount guaranteed, together with any amount borrowed, does not at any time exceed the aforesaid limitation as to borrowing upon the authority of the Manager;
(viii) The underwriting or participation (except as an investor)in the marketing of securities of any other company;
(ix) The buying or selling of commodities, oth...
Limitations on Power of Managers. Notwithstanding any other -------------------------------- provisions of this Agreement, no debt or liability of more than $10,000 may be contracted on behalf of the Company except by the written consent of all Managers. Additionally, the Managers 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 all of the Members:
(i) 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 multiple transactions over a twelve (12) month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution;
(ii) The merger of the Company with another limited liability company or limited partnership;
(iii) The merger of the Company with a corporation or a general partnership or other Person;
(iv) The establishment of different classes of Members;
(v) An alteration of the primary purpose or business of the Company as set forth in Section 2.5;
(vi) The lending of money by the Company to any Manager, Member, Affiliate or officer;
(vii) Any act which would make it impossible to carry on the ordinary business of the Company;
(viii) The confession of a judgment against the Company;
(ix) To file a bankruptcy petition on behalf of the Company; and
(x) Any other transaction described in this agreement as requiring the vote, consent, or approval of the Members in which case the vote required will be as specified in the provision of this Agreement requiring such vote, approval or consent.
Limitations on Power of Managers. 15 5.4 Performance of Duties; Liability of Manager............................................. 16
Limitations on Power of Managers. Without the consent of all of the members of the Board of Managers and each of the Members of the Company, the Company shall not:
(i) amend or restate this Agreement or any of the other organizational documents or agreements of the Company;
(ii) sell, lease, exchange or otherwise dispose of any of the property or assets (with or without goodwill) of the Company outside of the ordinary course of business, in one or more transactions consummated from and after the “Effective Time” (as defined in the Contribution Agreement), which in the aggregate shall exceed 51% of the total assets of the Company as of the end of its most recently completed fiscal year prior to the date of any such transaction;
(iii) be a party to any transaction whereby the Company acquires, whether by redemption, exchange or direct purchase, any of the outstanding equity interests of the Company;
(iv) enter into any transaction or agreement with or for the benefit of or the payment of any money to or the transfer of any assets or property to (a) either Member or any entity in which either Member has any ownership interests, or (b) any director, officer, manager, employee, agent or affiliate of either Member or of any entity in which either Member has any ownership interests; provided, however, that the foregoing restriction shall not apply to any transactions or agreements expressly permitted by Section 4.8 of this Agreement or expressly provided for as part of this Agreement or in that certain Contribution Agreement of even date herewith by and between the Company and the initial Members of the Company (the “Contribution Agreement”);
(v) whether through any acquisition of assets or of equity interests in any other person or entity or otherwise, cause or permit the Company to acquire or engage in any business other than the “Business” as defined in the Contribution Agreement or in any business which in the future would involve alternative methods of manufacturing natural textured polyester yarn;
(vi) make any loans or otherwise extend credit to any person or entity other than in the ordinary course of business; or
(vii) cause or permit the Company to (A) file a petition under the Federal Bankruptcy Code or similar applicable law, or initiate any other proceeding for the release of insolvent debtors; (B) generally fail to pay its debts as such debts become due; (C) seek or consent to the appointment of a custodian for all or a substantial portion of its assets; (D) benefit from or be subje...
Limitations on Power of Managers. The Managers shall not have authority to cause the Company to engage in any of the following transactions without first obtaining the affirmative vote or written consent of Members holding at least two-thirds of the Membership Interests:
(i) The sale, exchange, leasing or other disposition of all or substantially all of the Company's assets, except for the development, financing, and construction of the Premises, and except for the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution.
(ii) The joint venture of the Company with another entity for any purpose.
(iii) The merger of the Company with another entity; provided, in no event shall a Member be required to become a general partner in a merger with a partnership without such Member's express written consent or unless the agreement of merger provides each Member with the dissenter's rights described in the Act.
(iv) The establishment of different classes of Members.
(v) An alteration of the primary purpose of the Company as set forth in Section 2.5.
(vi) Any act which would make it impossible to carry on the ordinary business of the Company.
(vii) The confession of a judgment against the Company.
(viii) Any other transaction described in this Agreement as requiring the vote, consent, or approval of the Members.
(ix) Enter into contracts with the Company that would bind the Company after the expulsion, Bankruptcy, or other cessation to exist of the Manager, or to continue the business of the Company after the occurrence of such event.
(x) Use or permit any other person to use Company funds or assets in any manner except for the exclusive benefit of the Company.
(xi) Receive from the Company a rebate or give-up or participate in any reciprocal business arrangements which would enable it or any Affiliate to do so.
(xii) Borrowing or lending of any sum of money by the Company, the extension of credit or becoming a surety, guarantor, endorser or accommodation maker except as set forth in Article III.
(xiii) Admit another person as a Manager.
(xiv) Reinvest Distributable Cash in any additional properties.
(xv) Approval of any proposed settlement with the Internal Revenue Service or other taxing authority regarding any Company matter.
(xvi) The approval of any loan documents, including all construction loans and any loan documents which pledge any portion of the Premises as security.
(xvii) The commencement, settlement, assignment, transfer, compromise, release...
Limitations on Power of Managers. The Managers 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:
(i) 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 multiple transactions over a six-month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution.
(ii) The merger of the Company with another limited liability company or limited partnership, provided in no event shall a Member be required to become a general partner in a merger with a limited partnership without his express written consent or unless the agreement of merger provides each Member with the dissenter’s rights described in the Act.
(iii) The merger of the Company with a corporation or a general partnership or other Person, provided in no event shall a Member be required to become a partner in a merger with a general partnership without his or her express written consent or unless the agreement of merger provides each Member with the dissenter’s rights described in the Act.
(iv) An act which would make it impossible to carry on the ordinary business of the Company.
Limitations on Power of Managers. The Managers shall not have authority hereunder to cause the Company to engage in the following transactions without first obtaining the unanimous vote or written consent of all of the Members:
(i) 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 multiple transactions over a twelve (12) month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution, shall require the unanimous vote or written consent of Members;
(ii) The conversion of the Company into, or the merger of the Company with, another limited liability company or limited partnership shall require the unanimous vote or written consent of Members;
(iii) The merger of the Company with, or conversion into, a corporation or a general partnership or other Person shall require the unanimous vote or written consent of all Members;
(iv) The establishment of different classes of Members;
(v) An alteration of the primary purpose or business of the Company as set forth in Section 2.7;
(vi) Without limiting subsection (vi), the lending of money by the Company to any Manager or Member;
(vii) Any act which would make it impossible to carry on the ordinary business of the Company.
(viii) The filing of a bankruptcy petition on behalf of the Company; and
(ix) Any other transaction described in this Agreement as requiring the vote, consent, or approval of the Members.
Limitations on Power of Managers. Notwithstanding any other provisions of this Agreement, no debt, liability or expenditure of more than $100,000 may be contracted or made on behalf of the Company in the ordinary course of business except by the written consent of all Managers, and no debt, liability or expenditure of more than $25,000 may be contracted or made on behalf of the Company outside the ordinary course of business except with the written consent of all Managers. Additionally, the Managers 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 all of the Members.
(i) The dissolution of the Company;
(ii) 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 multiple transactions over a six (6) month period, except in the orderly liquidation and winding up of the business of the Company upon its duly authorized dissolution;
(iii) The merger of the Company with another business entity;
(iv) The establishment of different classes of Members;
(v) The issuance of any new membership interests in the Company or options or commitments to issue any such interests, and
(vi) The amendment of the Articles.
Limitations on Power of Managers. The Managers shall not have authority 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 greater percentage interests set forth below) of the Members: The merger of the Company with another limited liability company, corporation or limited partnership shall require the affirmative vote or written consent of Members holding a majority interest; provided, in no event shall a Member be required to become a general partner in a merger with a limited partnership without such Member's express written consent or unless the agreement of merger provides each Member with dissenter's rights. Any act which would make it impossible to carry on the ordinary business of the Company. The acquisition of any real or personal property by the Company which is to be held in the name of any person other than the Company. Any other transaction described in this Agreement as requiring the vote, consent, or approval of the Members.