Proscriptions. The Board may not take any action in contravention of this Agreement, including, without limitation: (1) take any action that would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (2) perform any act that would subject a Member to any liability except as provided herein or under the Act; or (3) enter into any contract, mortgage, loan or other agreement that expressly prohibits or restricts, or that has the effect of prohibiting or restricting, (a) the Board, the Directors, or the Company from performing its specific obligations under Section 15.1 hereof in full, or (b) a Common Member from exercising its rights under Section 15.1 hereof to effect a Redemption in full, except, in the case of either clause (a) or (b), (x) with the written Consent of each Member affected by the prohibition or restriction or (y) in connection with or as a result of a Termination Transaction that, in accordance with Section 11.2.B(1) and/or (2), does not require the Consent of the Non-MIC Members.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Mobile Infrastructure Corp), Agreement and Plan of Merger (Mobile Infrastructure Corp)