Common use of Majority Approval Clause in Contracts

Majority Approval. The following matters shall require the approval or consent of a Majority of Members: (i) At any time prior to one year from the date of this Agreement, 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, provided, however, that each Member, by execution of this Agreement, hereby approves of and consents to a conversion or reorganization as described in Section 12.2, and the Manager may effectuate a conversion or reorganization as described in Section 12.2 without any further action on the part of any Member. Notwithstanding the foregoing provisions of this paragraph, following the expiration of the one year period from the date of this Agreement, the Manager shall have the authority to sell, exchange or dispose 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 without the approval or consent of a Majority of Members; (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, however, that each Member, by execution of this Agreement, hereby approves of and consents to a conversion or reorganization as described in Section 12.2, and the Manager may effectuate a conversion or reorganization as described in Section 12.2 without any further action on the part of any Member; (iv) An alteration of the primary purpose of the Company as set forth in Section 2.6; (v) Transactions between the Company and a Manager or one or more of such Manager’s Affiliates or related parties, or transactions in which a Manager, or one or more of any Manager’s Affiliates or related parties, has a material financial interest; and (vi) Any act which would make it impossible to carry on the ordinary business of the Company.