Common use of POWERS REQUIRING APPROVAL OF ALL OF THE MEMBERS Clause in Contracts

POWERS REQUIRING APPROVAL OF ALL OF THE MEMBERS. Notwithstanding SECTION 6.2.1 to the contrary, and in addition to any other provisions in the Act, the Articles or this Agreement that require approval of the Members, the Manager shall not have the authority to, and shall not, take or fail to take any of the following actions or transactions by or involving the LLC, including entering into of any contract or agreement to do any of the following actions, or causing any material modification, amendment, enforcement, waiver, extension or renewal thereof, without first obtaining unanimous approval of the Members, which approval shall not be unreasonably withheld by any Member: (a) entering into any license or similar grant of rights with respect to the William Rast(TM) brand, including, without limita▇▇▇▇, ▇▇▇▇▇▇ng into any license agreement with a third party to design, source, market, distribute and sell apparel under the William Rast(TM) brand; (b) incurring e▇▇▇▇▇▇▇ ▇▇▇ch would cause the LLC to exceed total budgeted expenses for any fiscal year, as set forth in an Approved Budget, by the greater of (i) twenty percent (20%) of total budgeted expenses for such fiscal year, or (ii) $100,000; or (c) engaging in any business other than owning, and licensing others (including a Member or any of its Affiliates) rights to, the trademark "William Rast" in all classifications.

POWERS REQUIRING APPROVAL OF ALL OF THE MEMBERS. Notwithstanding SECTION 6.2.1 to the contrary, and in addition to any other provisions in the Act, the Articles or this Agreement that require approval of the Members, the Manager shall not have the authority to, and shall not, take or fail to take any of the following actions or transactions by or involving the LLC, including entering into of any contract or agreement to do any of the following actions, or causing any material modification, amendment, enforcement, waiver, extension or renewal thereof, without first obtaining unanimous approval of the Members, which approval shall not be unreasonably withheld by any Member: (a) entering into any license or similar grant of rights with respect to the William Rast(TM) brand, including, without limitain▇▇▇▇▇▇▇, ▇▇▇▇▇▇ng ▇ limitation, entering into any license agreement with a third party to design, source, market, distribute and sell apparel under the William Rast(TM) brand; (b) incurring e▇▇▇▇▇▇▇ ▇▇▇ch expenses which would cause the LLC to exceed total budgeted expenses for any fiscal year, as set forth in an Approved Budget, by the greater of (i) twenty percent (20%) of total budgeted expenses for such fiscal year, or (ii) $100,000; or (c) engaging in any business other than owning, and licensing others (including a Member or any of its Affiliates) rights to, the trademark "William Rast" in all classificationscl▇▇▇▇▇▇▇▇▇▇▇▇▇.