Powers Reserved to Members Clause Samples

Powers Reserved to Members. Each of the Members reserves the right, in its sole and absolute discretion, to become a GSA and to exercise the powers conferred to a GSA within the Member’s boundaries in accordance with Article 6.7 of this Agreement.
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Powers Reserved to Members. Each of the Members reserves the right, in its sole and absolute discretion, to: a. Maximize input to the Plan chapter or section of the GSP adopted by the Authority as applicable within the Member’s boundaries; b. Subject to applicable limitations in this Agreement, implement GSP actions adopted by the Authority within the Member’s boundaries; c. Withdraw from this Agreement and become its own GSA, to the extent authorized by SGMA, and to thereafter exercise the powers conferred to a GSA, within the Member’s boundaries; d. Nothing set forth in this Agreement is intended to impede or abrogate the powers of any Member, including but not limited to the Member’s police power and land use authority; e. Each Member shall be individually responsible for its own covenants, obligations, and liabilities under this Agreement. No Member shall be under the control of or shall be deemed to control any other Member. No Member shall be precluded from independently pursuing any of the activities contemplated in this Agreement. No Member shall be the agent or have the right or power to bind any other Member without such Member’s express written consent, except as expressly provided in this Agreement.
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Powers Reserved to Members. Except as otherwise provided in this Agreement, without the consent of the Members holding a majority of the Percentage Interests in the Company, the Board of Managers shall not: (a) Make an agreement on behalf of or bind any Member (including settlement of any legal claim, demand, action, suit or proceeding); (b) Cause the Company or any Person Controlled By the Company to become a party to any merger, conversion, consolidation or any other business combination, or cause or permit the Company or any Person Controlled By the Company to Dispose of all or substantially all of its assets. For purposes of the foregoing, “all or substantially all” of the assets means assets of the Company with a fair market value at the time of disposition greater than 70% of the Company’s total assets; (c) Reorganize or continue the Company under the laws of a jurisdiction other than the State of Delaware; (d) Admit any new Member or issue or obligate the Company to issue any interest in the Company; (e) Elect Managers to fill vacancies on the Board of Managers; (f) Cause or permit the Company or any of its subsidiaries to commence any Bankruptcy, dissolution, winding up or liquidation proceedings under any Legal Requirement; (g) Cause or attempt to cause a Member to make any additional capital contributions to the Company; or (h) Amend this Agreement or the Certificate. The approval or consent of Members required under this Agreement may be given or withheld in the sole and absolute discretion of each Member.
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Powers Reserved to Members. Notwithstanding anything to the contrary contained above and subject to the terms of this Agreement, with the approval of the Board, consent of two- thirds (2/3) of Membership Interest, the Members shall be required to perform the following which shall be “Major Decisions”: (a) The sale, exchange, or other disposition or encumbrance of all or any portion of the Property, however this does not apply to Members selling their respective Membership Interests, in the Company. Members reserve the right to finance the sale of any interest and hold a security interest, which may only encumber the Member’s Rotation Interest through a security instrument that does not encumber the Property in any way, in the Rotation being sold; (b) The effectuation or modification of any loan or any security interest or other lien encumbering the Property with the exception of the provisions as stated within Article 3.1.4a; (c) The incurring of any capital expenditures, or series of capital expenditures, with respect to the Property, individually or in the aggregate, in an amount exceeding $10,000 (inflation adjusted) annually which amount shall be revisited annually to adjust according to market conditions; (d) Other than the Quarterly Maintenance and Operating Assessments, due the 1st of each quarter obligating any Member or affiliate of any Member to fund additional capital, with the exception of maintaining a Capital Expenditure Reserve of $10,000 yearly, the funding of an Extraordinary Capital Assessment subject to the provisions in Exhibit E, Section D or to make or guarantee a loan or to increase its personal liability either to the Company or to third parties; (e) The institution of any lawsuit on behalf of the Company, except with respect to unlawful detainer and other actions to protect the Property; (f) The lending of money by the Company to any person or entity; (g) Transactions between the Company and one (1) or more of the Members or one (1) or more of any Member’s or Board affiliates, or transactions in which one (1) or more Members , or one (1) or more of any Member’s Boards affiliates, has a material financial interest (except as otherwise specifically permitted in this Agreement); (h) To approve as a part of the Boards yearly budget, the purchase from or through others insurance (other than insurance of RVs, motorized vehicles or other personal property, which shall be each Member’s or guest’s responsibility) which the Board deems advisable, appropriate, convenien...
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Powers Reserved to Members. Each of the Members reserves the right, in its sole and absolute discretion, to: a. Withdraw from this Agreement and Bbecome aits own GSA, to the extent authorized by SGMA, and to thereafter exercise the powers conferred to a GSA, within the M ember’s boundaries; b. Maximize input to the Plan chapter or section of the GSP adopted by the Authority as applicable within the Member’s boundaries or the Management Area managed in whole or in part by such Member; c. Subject to the provisions of Article 8 of this Agreement, implement the GSP adopted by the Authority within the Member’s boundaries or the Management Area managed in whole or in part by such Member.
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Related to Powers Reserved to Members

  • RIGHTS RESERVED TO LANDLORD Landlord may exercise at any time any of the following rights respecting the operation of the Project without liability to the Tenant of any kind:

  • Certain Representations; Reservation and Availability of Shares of Common Stock or Cash (a) This Agreement has been duly authorized, executed and delivered by the Company and, assuming due authorization, execution and delivery hereof by the Warrant Agent, constitutes a valid and legally binding obligation of the Company enforceable against the Company in accordance with its terms, and the Warrants have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Warrant Agent pursuant hereto, constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and entitled to the benefits hereof; in each case except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) As of the date hereof, the authorized capital stock of the Company consists of (i) 400,066,666 shares of Common Stock, of which (A) 5,173,399 shares of Common Stock are issued and outstanding, (B) 3,000,000 shares of Common Stock are reserved for issuance upon exercise of the Warrants, (C) 30,000,000 shares are reserved for issuance upon redemption of the Series A Preferred Stock, (D) 150,000 shares of Common Stock are issuable upon exercise of previously issued and outstanding warrants, and (E) 538,128 shares of Common Stock are reserved for issuance upon exercise of an equity incentive plan, and (ii)150,000 shares of preferred stock, $0.01 par value per share, of up to 150,000 shares of Series A Preferred Stock are issuable in connection with the Offering. As of the date hereof, there are no other outstanding obligations, warrants, options or other rights to subscribe for or purchase from the Company any class of capital stock of the Company. (c) The Company covenants and agrees that it will cause to be reserved and kept available out of its authorized and unissued shares of Common Stock or its authorized and issued shares of Common Stock held in its treasury, free from preemptive rights, the number of shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants. (d) The Company further covenants and agrees that it will pay when due and payable any and all federal and state transfer taxes and charges which may be payable in respect of the original issuance or delivery of the Global Warrant Certificate or the Warrant Shares. The Company shall not, however, be required to pay any tax or governmental charge which may be payable in respect of any transfer involved in the transfer or delivery of a Global Warrant Certificate or the issuance of Warrant Shares in a name other than that of the Holder until any such tax or governmental charge shall have been paid (any such tax or governmental charge being payable by the Holder at the time of surrender) or until it has been established to the Company’s reasonable satisfaction that no such tax or governmental charge is due.

  • CERTIFICATION OF MEMBERS The undersigned hereby agree, acknowledge, and certify that the foregoing Operating Agreement is adopted and approved by each Member. The agreement consisting of pages, constitutes, together with Exhibit 1, Exhibit 2, the Operating Agreement of , adopted by the Members as of the day of , 20 . Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: % Signature Printed Name Percent: %

  • Additional Voting Powers and Voting Requirements for Certain Actions Notwithstanding any other provision of this Agreement, the Shareholders shall have power to vote to approve any amendment to Article VIII of this Agreement that would have the effect of reducing the indemnification provided thereby to Covered Persons or to Shareholders or former Shareholders, and any repeal or amendment of this sentence, and any such action shall require the affirmative vote or consent of Shareholders owning at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon. In addition, the removal of one or more Trustees by the Shareholders shall require the affirmative vote or consent of Shareholders owning at least sixty-six and two-thirds percent (66 2/3%) of the Outstanding Shares entitled to vote thereon. The voting requirements set forth in this Section 6.2 shall be in addition to, and not in lieu of, any vote or consent of the Shareholders otherwise required by applicable law (including, without limitation, any separate vote by Portfolio (or Class) that may be required by the 1940 Act or by other applicable law) or by this Agreement.

  • Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets (a) If the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole. (b) If any entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder transfers one or more assets to a corporation (or a Person classified as a corporation for U.S. federal income tax purposes) with which such entity does not file a consolidated tax return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early Termination Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity) due hereunder, shall be treated as having disposed of such asset in a fully taxable transaction on the date of such contribution. The consideration deemed to be received by such entity shall be equal to the fair market value of the contributed asset. For purposes of this Section 7.11, a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s share of each of the assets and liabilities of that partnership.