Common use of Limitations on Power of Managers Clause in Contracts

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, other than stock index futures; (x) The buying or selling of real estate; (xi) Investing the Company's assets directly in the securities of any issuer other than McCo▇▇; (xii) Purchasing securities issued by the Manager or any affiliate thereof; (xiii) Engaging in 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, 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 the 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 investor) in the marketing of securities of any other company; (ix) The buying or selling of commodities, other than stock index futures; (x) The buying or selling of real estate; (xi) Investing the Company's assets directly in the securities of any issuer other than McCo▇▇the Targeted Investment; (xii) Purchasing securities issued by the Manager or any affiliate thereof;. (xiii) Engaging in 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 or liability of more than $__________ may be contracted on behalf of the Manager 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 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 (or such greater Percentage Interests set forth below) of the Manager.Members: (i) The sale, exchange or other disposition of all, or substantially all, of the Company's ’s assets occurring as part of a single transaction or plan plan, or as part of related in multiple transactions or plansover a _____ month period, 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;, shall require the affirmative vote or written consent of Members holding at least _______ percent (%) in Percentage Interests. (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 Members holding at least __________ percent ( %) in Percentage Interests; provided in no event shall a Majority Interest 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. (not including iii) The merger of the Manager, if Company with a Member);corporation or a general partnership or other Person shall require the affirmative vote or written consent of all Members. (iv) The establishment of different classes of Members. (v) An alteration of the primary purpose of the Company as set forth in Section 2.3. (vi) Transactions between the Company and one or more of the Managers or one or more of any Manager’s Affiliates, or transactions in which one or more Managers, or one or more of any Manager’s Affiliates, has a material financial interest. (vii) Without limiting subsection (vi), the lending of money by the Company to any Manager, Member, or officer. (viii) 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 confession of commodities, other than stock index futures;a judgment against the Company. (x) The buying or selling of real estate; (xi) Investing the Company's assets directly in the securities of any issuer other than McCo▇▇; (xii) Purchasing securities issued by the Manager or any affiliate thereof; (xiii) Engaging in any 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 or liability of more than $100.- may be contracted on behalf of the Manager 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 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 (or such greater Percentage Interests set forth below) of the Manager.Members: (i) The sale, exchange or other disposition of all, or substantially all, of the Company's ’s assets occurring as part of a single transaction or plan plan, or as part of related in multiple transactions or plansover a one month period, 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;, shall require the affirmative vote or written consent of Members holding at least 51 percent (%) in Percentage Interests. (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 Members holding at least 51 percent ( %) in Percentage Interests; provided in no event shall a Majority Interest 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. (not including iii) The merger of the Manager, if Company with a Member);corporation or a general partnership or other Person shall require the affirmative vote or written consent of all Members. (iv) The establishment of different classes of Members. (v) An alteration of the primary purpose of the Company as set forth in Section 2.3. (vi) Transactions between the Company and one or more of the Managers or one or more of any Manager’s Affiliates, or transactions in which one or more Managers, or one or more of any Manager’s Affiliates, has a material financial interest. (vii) Without limiting subsection (vi), the lending of money by the Company to any Manager, Member, or officer. (viii) 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 confession of commodities, other than stock index futures;a judgment against the Company. (x) The buying or selling of real estate; (xi) Investing the Company's assets directly in the securities of any issuer other than McCo▇▇; (xii) Purchasing securities issued by the Manager or any affiliate thereof; (xiii) Engaging in any 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 or liability of more than Ten Thousand Dollars ($10,000.00) may be contracted on behalf of IMMERSION except by the Manager written consent of a majority of the Managers. Additionally, the Managers shall not have authority hereunder to cause the Company IMMERSION to engage in the following transactions without first obtaining the affirmative vote or written consent of a Majority Interest (or all of the Members and of to 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.extent required by Article 5.3B(ii)): (i) The sale, exchange or other disposition of all, or substantially all, of the CompanyIMMERSION's assets occurring as part of a single transaction or plan plan, or as part of related in multiple transactions or plansover a twelve (12) month period, except in the ordinary course of business or in the orderly liquidation and winding up of the business of the Company IMMERSION upon its duly authorized dissolution; (ii) The merger of the Company IMMERSION 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 the Member's express written consent or corporation, unless the agreement of merger provides each Member with the dissenter's rights described in the Act; (iii) The merger of IMMERSION with a corporation or a general partnership or other Person; (iiiiv) 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 IMMERSION and one or more of the Company and the Manager 16 Managers or Members or one or more of the any Manager's or Member's Affiliates, or transactions in which the Manager one or more Managers or Members, or one or more of the any Manager's or Member'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)interest; (vi) Without limiting subsection (v), the lending of money by IMMERSION to any Manager, Member, or officer; (vii) 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;IMMERSION. (viii) The underwriting or participation (except as an investor)in the marketing confession of securities of any other companya judgment against IMMERSION; (ix) The buying or selling To file a bankruptcy petition on behalf of commodities, other than stock index futuresIMMERSION; (x) The buying or selling of real estate; (xi) Investing the Company's assets directly in the securities of any issuer other than McCo▇▇; (xii) Purchasing securities issued by the Manager or any affiliate thereof; (xiii) Engaging in any Any other transaction described in this Agreement as requiring the vote, consent, or approval of the Members.