Power of Members. The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Agreement. The approval or consent of the Members shall not be required in order to authorize the taking of any action by the Company and the Members shall have no right to reject, overturn, override, veto or otherwise approve or pass judgment upon any action taken by the Board or an authorized officer of the Company, unless and then only to the extent that, (i) this Agreement shall expressly provide therefor, (ii) such approval or consent shall be required by non-waivable provisions of the Delaware Act or (iii) the Board shall determine that obtaining such approval or consent would be appropriate or desirable. The Members, as such, shall have no power to bind the Company. Except as may otherwise be provided by the Delaware Act, this Agreement or the Certificate of Formation, the affirmative vote of the Members holding a Majority in Interest shall be required for action by the Members.
Appears in 2 contracts
Sources: Limited Liability Company Agreement, Limited Liability Company Agreement (Verisign Inc/Ca)