Restrictions on Certain Actions. Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may take any of the following actions without the prior approval of the Member: (i) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securities) or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features; (ii) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary); (iii) liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction; (iv) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness exceeding the amounts approved therefor by the Member’s board of managers in its annual budget; (v) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly-owned Subsidiary), except for (a) reasonable advances to employees in the ordinary course of business and (b) investments having a stated maturity no greater than one year from the date the Company makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, (3) commercial paper with a rating of at least “Prime-1” by ▇▇▇▇▇’▇ Investors Service, Inc. or (4) any other investment permitted under any senior credit agreement to which the Company is a party; (vi) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage; (vii) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company or its Subsidiaries (other than damaged or obsolete equipment in the ordinary course and consistent with past practice of the business) in an amount which exceeds $50,000; (viii) make any capital expenditure, except for capital expenditures which have been authorized by the Member’s board of managers in its annual budget; (a) make a material amendment of or terminate (1) the Support Agreement entered into between USS Chartering LLC and Amerada ▇▇▇▇ Corporation or (2) any charter contract in effect on the date hereof, (b) enter into, make a material amendment of or terminate any charter contract having a term of greater than sixty (60) consecutive days that provides for payment by the charterer at a daily rate lower than the daily rate provided for in the Support Agreement or (c) enter into or make a material amendment of or terminate any other agreement, contract or commitment representing a value to the Company or its Subsidiaries of greater than $50,000 or which is not reasonably expected to result in a normal profit, other than agreements, contracts or commitments entered into in the ordinary course of business that are not time charters and do not represent a value to the Company greater than $250,000; (x) enter into any partnership, joint venture or material business alliance, create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person; (xi) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries; (xii) create any liens upon any assets or properties of the Company or its Subsidiaries other than in connection with obligations pursuant to (iv) above; (xiii) adopt, amend or terminate any (a) agreement with employees of the Company or its Subsidiaries, other than with respect to employees whose employment can be terminated without payment of any severance in excess of that provided generally to persons who are not Officers, (b) plan, policy, arrangement or understanding providing any of the following benefits to any current or former employee of the Company or its Subsidiaries: bonuses, pension, profit sharing, deferred compensation, incentive compensation, unit ownership, equity or quasi-equity purchase, equity or quasi-equity option, equity or quasi-equity appreciation rights, phantom equity or quasi-equity, retirement, vacation or severance, or (c) other material personnel practices or policies of the Company or its Subsidiaries; (xiv) appoint or remove (a) the Company or its Subsidiaries’ accountants, (b) any counsel for the Company or its Subsidiaries (including in respect of litigation and other proceedings), other than for litigation in the ordinary course that does not involve more than $50,000 or (c) Officers of the Company or Officers of its Subsidiaries; (xv) commence (including the filing of a counterclaim) or settle any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employee or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected; (xvi) register any of the Company or its Subsidiaries’ securities under any securities laws; (xvii) make any change in the Company or its Subsidiaries’ fiscal year; (xviii) set or change value of any goods or services contributed by the Member as a capital contribution or any distribution to the Member; (xix) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation this Agreement or Certificate; (xx) make any political or charitable contribution exceeding the amounts approved therefor by the Member’s board of managers in its annual budget; (xxi) commit to do any of the foregoing, or (xxii) delegate authority to any Person to approve the taking of any action set forth above.
Appears in 6 contracts
Sources: Limited Liability Company Agreement (U.S. Shipping Finance Corp.), Limited Liability Company Agreement (U.S. Shipping Finance Corp.), Limited Liability Company Agreement (U.S. Shipping Finance Corp.)
Restrictions on Certain Actions. Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may take any of the following actions without the prior approval of the Member:
(i) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securities) or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features;
(ii) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary);
(iii) liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction;
(iv) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(v) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly-owned Subsidiary), except for (a) reasonable advances to employees in the ordinary course of business and (b) investments having a stated maturity no greater than one year from the date the Company makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, (3) commercial paper with a rating of at least “Prime-1” by ▇▇▇▇▇’▇ Investors Service, Inc. or (4) any other investment permitted under any senior credit agreement to which the Company is a party;
(vi) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage;
(vii) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company or its Subsidiaries (other than damaged or obsolete equipment in the ordinary course and consistent with past practice of the business) in an amount which exceeds $50,000;
(viii) make any capital expenditure, except for capital expenditures which have been authorized by the Member’s board of managers in its annual budget;
(a) make a material amendment of or terminate (1) the Support Agreement entered into between USS Chartering LLC and Amerada ▇▇▇▇ Corporation or (2) any charter contract in effect on the date hereof, (b) enter into, make a material amendment of or terminate any charter contract having a term of greater than sixty (60) consecutive days that provides for payment by the charterer at a daily rate lower than the daily rate provided for in the Support Agreement or (c) enter into or make a material amendment of or terminate any other agreement, contract or commitment representing a value to the Company or its Subsidiaries of greater than $50,000 or enter into any agreement which is not reasonably expected to result in a normal profit, other than agreements, contracts or commitments entered into in the ordinary course of business that are not time charters and do not represent a value to the Company greater than $250,000;
(x) enter into any partnership, joint venture or material business alliance, create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person;
(xi) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries;
(xii) create any liens upon any assets or properties of the Company or its Subsidiaries other than in connection with obligations pursuant to (iv) above;
(xiii) adopt, amend or terminate any (a) agreement with employees of the Company or its Subsidiaries, other than with respect to employees whose employment can be terminated without payment of any severance in excess of that provided generally to persons who are not Officers, (b) plan, policy, arrangement or understanding providing any of the following benefits to any current or former employee of the Company or its Subsidiaries: bonuses, pension, profit sharing, deferred compensation, incentive compensation, unit ownership, equity or quasi-equity purchase, equity or quasi-equity option, equity or quasi-equity appreciation rights, phantom equity or quasi-equity, retirement, vacation or severance, or (c) other material personnel practices or policies of the Company or its Subsidiaries;
(xiv) appoint or remove (a) the Company or its Subsidiaries’ accountants, (b) any counsel for the Company or its Subsidiaries (including in respect of litigation and other proceedings), other than for litigation in the ordinary course that does not involve more than $50,000 or (c) Officers of the Company or Officers of its Subsidiaries;
(xv) commence (including the filing of a counterclaim) or settle any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employee or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected;
(xvi) register any of the Company or its Subsidiaries’ securities under any securities laws;
(xvii) make any change in the Company or its Subsidiaries’ fiscal year;
(xviii) set or change value of any goods or services contributed by the Member as a capital contribution or any distribution to the Member;
(xix) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation this Agreement or Certificate;
(xx) make any political or charitable contribution exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(xxi) commit to do any of the foregoing, ; or
(xxii) delegate authority to any Person to approve the taking of any action set forth above.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (U.S. Shipping Finance Corp.), Limited Liability Company Agreement (U.S. Shipping Finance Corp.), Limited Liability Company Agreement (U.S. Shipping Finance Corp.)
Restrictions on Certain Actions. Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may not take any of the following actions without the prior approval of the MemberCompany Board:
(i) directly or indirectly declare or make any distributions upon any of its equity securities;
(ii) directly or indirectly redeem, purchase or otherwise acquire, or permit any of its Subsidiaries to redeem, purchase or otherwise acquire, any of the Company’s or any Subsidiary’s equity securities (including, without limitation, warrants, options and other rights to acquire equity securities);
(iii) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securities) or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features;
(iiiv) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary);
(iiiv) liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction;
(ivvi) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness indebtedness exceeding the amounts approved therefor by the Member’s board of managers Company Board in its the annual budget;
(vvii) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments investments in, any Person (other than a wholly-owned Subsidiary), except for (a) reasonable advances to employees in the ordinary course of business and (b) investments having a stated maturity no greater than one year from the date the Company makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, (3) commercial paper with a rating of at least “Prime-1” by ▇▇▇▇▇’▇ Investors Service, Inc. or (4) any other investment then permitted under any the Company’s senior credit agreement to which the Company is a partyagreement;
(viviii) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage;
(viiix) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company or its Subsidiaries (other than damaged or obsolete equipment in the ordinary course and consistent with past practice of the business) in an amount which exceeds $50,000;
(viiix) make any capital expenditure, except for capital expenditures which have been authorized by the Member’s board of managers Company Board in its the annual budget;
(xi) (a) make a material consent to any amendment of the Omnibus Agreement or terminate (1) the Support Agreement entered into between USS Chartering LLC and Amerada ▇▇▇▇ Corporation or (2) any charter contract in effect on the date hereof, (b) enter into, make a material amendment of or terminate any charter contract having a term of greater than sixty (60) consecutive days that provides for payment by the charterer at a daily rate lower than the daily rate provided for in the Support MLP Agreement or (cb) enter into or make a material amendment of or terminate any other agreement, contract or commitment representing a value to the Company or its Subsidiaries of greater than $50,000 or which is not reasonably expected to result in a normal profit, other than agreements, contracts or commitments entered into in the ordinary course of business that are not time charters and do not represent a value to the Company greater than $250,000;
(xxii) enter into any partnership, joint venture or material business alliance, create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person;
(xixiii) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries;
(xiixiv) create any liens upon any assets or properties of the Company or its Subsidiaries other than in connection with obligations pursuant to (ivvi) above;
(xiiixv) adopt, amend or terminate any (a) agreement with employees of the Company or its Subsidiaries, other than with respect to employees whose employment can be terminated without payment of any severance in excess of that provided generally to persons who are not Officers, (b) plan, policy, arrangement or understanding providing any of the following benefits to any current or former employee of the Company or its Subsidiaries: bonuses, pension, profit sharing, deferred compensation, incentive compensation, unit ownership, equity or quasi-equity purchase, equity or quasi-equity option, equity or quasi-equity appreciation rights, phantom equity or quasi-equity, retirement, vacation or severance, or (c) other material personnel practices or policies of the Company or its Subsidiaries;
(xivxvi) appoint or remove (a) the Company Company’s or its Subsidiaries’ accountants, (b) any counsel for the Company or its Subsidiaries (including in respect of litigation and other proceedings), other than for litigation in the ordinary course that does not involve more than $50,000 or (c) Officers of the Company or Officers of its Subsidiaries;
(xvxvii) commence (including the filing of a counterclaim) or settle any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employee or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected;
(xvixviii) register any of the Company Company’s or its Subsidiaries’ securities under any securities laws;
(xviixix) make any change in the Company Company’s or its Subsidiaries’ fiscal year;
(xviiixx) set or change value of any goods or services contributed by the Member any Members as a capital contribution or any distribution to the any Member;
(xixxxi) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation this Agreement or Certificate;
(xxxxii) make any political or charitable contribution exceeding the amounts approved therefor by the Member’s board of managers Company Board in its the annual budget;
(xxixxiii) cause the MLP to do any of the foregoing (as if the word MLP were substituted for Company and its referred to the MLP, as applicable);
(xxiv) commit to do any of the foregoing, or
(xxiixxv) delegate authority to any Person to approve the taking of any action set forth above.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (U.S. Shipping Partners L.P.), Limited Liability Company Agreement (U.S. Shipping Partners L.P.)
Restrictions on Certain Actions. Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may take any of the following actions without the prior approval of the Member:
(i) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securities) or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features;
(ii) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary);
(iii) liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction;
(iv) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(v) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly-owned Subsidiary), except for (a) reasonable advances to employees in the ordinary course of business and (b) investments having a stated maturity no greater than one year from the date the Company makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, (3) commercial paper with a rating of at least “Prime-1” by ▇▇▇▇▇’▇ Investors Service, Inc. or (4) any other investment permitted under any senior credit agreement to which the Company is a party;
(vi) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage;
(vii) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company or its Subsidiaries (other than damaged or obsolete equipment in the ordinary course and consistent with past practice of the business) in an amount which exceeds $50,000;
(viii) make any capital expenditure, except for capital expenditures which have been authorized by the Member’s board of managers in its annual budget;
(a) make a material amendment of or terminate (1) the Support Agreement entered into between USS Chartering LLC and Amerada ▇▇▇▇ Corporation or (2) any charter contract in effect on the date hereof, (b) enter into, make a material amendment of or terminate any charter contract having a term of greater than sixty (60) consecutive days that provides for payment by the charterer at a daily rate lower than the daily rate provided for in the Support Agreement or (cb) enter into or make a material amendment of or terminate any other agreement, contract or commitment representing a value to the Company or its Subsidiaries of greater than $50,000 or which is not reasonably expected to result in a normal profit, other than agreements, contracts or commitments entered into in the ordinary course of business that are not time charters and do not represent a value to the Company greater than $250,000;
(x) enter into any partnership, joint venture or material business alliance, create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person;
(xi) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries;
(xii) create any liens upon any assets or properties of the Company or its Subsidiaries other than in connection with obligations pursuant to (iv) above;
(xiii) adopt, amend or terminate any (a) agreement with employees of the Company or its Subsidiaries, other than with respect to employees whose employment can be terminated without payment of any severance in excess of that provided generally to persons who are not Officers, (b) plan, policy, arrangement or understanding providing any of the following benefits to any current or former employee of the Company or its Subsidiaries: bonuses, pension, profit sharing, deferred compensation, incentive compensation, unit ownership, equity or quasi-equity purchase, equity or quasi-equity option, equity or quasi-equity appreciation rights, phantom equity or quasi-equity, retirement, vacation or severance, or (c) other material personnel practices or policies of the Company or its Subsidiaries;
(xiv) appoint or remove (a) the Company or its Subsidiaries’ accountants, (b) any counsel for the Company or its Subsidiaries (including in respect of litigation and other proceedings), other than for litigation in the ordinary course that does not involve more than $50,000 or (c) Officers of the Company or Officers of its Subsidiaries;
(xv) commence (including the filing of a counterclaim) or settle any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employee or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected;
(xvi) register any of the Company or its Subsidiaries’ securities under any securities laws;
(xvii) make any change in the Company or its Subsidiaries’ fiscal year;
(xviii) set or change value of any goods or services contributed by the Member as a capital contribution or any distribution to the Member;
(xix) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation this Agreement or Certificate;
(xx) make any political or charitable contribution exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(xxi) commit to do any of the foregoing, ; or
(xxii) delegate authority to any Person to approve the taking of any action set forth above.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (U.S. Shipping Finance Corp.), Limited Liability Company Agreement (U.S. Shipping Finance Corp.)
Restrictions on Certain Actions. Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may not take any of the following actions without the prior approval of the MemberCompany Board:
(i) directly or indirectly declare or make any distributions upon any of its equity securities;
(ii) directly or indirectly redeem, purchase or otherwise acquire, or permit any of its Subsidiaries to redeem, purchase or otherwise acquire, any of the Company's or any Subsidiary's equity securities (including, without limitation, warrants, options and other rights to acquire equity securities);
(iii) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securities) or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features;
(iiiv) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary);
(iiiv) liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction;
(ivvi) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness indebtedness exceeding the amounts approved therefor by the Member’s board of managers Company Board in its the annual budget;
(vvii) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments investments in, any Person (other than a wholly-owned Subsidiary), except for (a) reasonable advances to employees in the ordinary course of business and (b) investments having a stated maturity no greater than one year from the date the Company makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, (3) commercial paper with a rating of at least “"Prime-1” " by ▇▇▇▇▇’'▇ Investors Service, Inc. or (4) any other investment then permitted under any the Company's senior credit agreement to which the Company is a partyagreement;
(viviii) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage;
(viiix) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company or its Subsidiaries (other than damaged or obsolete equipment in the ordinary course and consistent with past practice of the business) in an amount which exceeds $50,000;
(viiix) make any capital expenditure, except for capital expenditures which have been authorized by the Member’s board of managers Company Board in its the annual budget;
(a) make a material amendment of or terminate (1) the Support Agreement entered into between USS Chartering LLC and Amerada ▇▇▇▇ Corporation or (2) any charter contract in effect on the date hereofOmnibus Agreement, (b) enter into, make a material consent to any amendment of or terminate any charter contract having a term of greater than sixty (60) consecutive days that provides for payment by the charterer at a daily rate lower than the daily rate provided for in the Support MLP Agreement or (c) enter into or make a material amendment of or terminate any other agreement, contract or commitment representing a value to the Company or its Subsidiaries of greater than $50,000 or which is not reasonably expected to result in a normal profit, other than agreements, contracts or commitments entered into in the ordinary course of business that are not time charters and do not represent a value to the Company greater than $250,000;
(xxii) enter into any partnership, joint venture or material business alliance, create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person;
(xixiii) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries;
(xiixiv) create any liens upon any assets or properties of the Company or its Subsidiaries other than in connection with obligations pursuant to (ivvi) above;
(xiiixv) adopt, amend or terminate any (a) agreement with employees of the Company or its Subsidiaries, other than with respect to employees whose employment can be terminated without payment of any severance in excess of that provided generally to persons who are not Officers, (b) plan, policy, arrangement or understanding providing any of the following benefits to any current or former employee of the Company or its Subsidiaries: bonuses, pension, profit sharing, deferred compensation, incentive compensation, unit ownership, equity or quasi-equity purchase, equity or quasi-equity option, equity or quasi-equity appreciation rights, phantom equity or quasi-equity, retirement, vacation or severance, or (c) other material personnel practices or policies of the Company or its Subsidiaries;
(xivxvi) appoint or remove (a) the Company Company's or its Subsidiaries’ ' accountants, (b) any counsel for the Company or its Subsidiaries (including in respect of litigation and other proceedings), other than for litigation in the ordinary course that does not involve more than $50,000 or (c) Officers of the Company or Officers of its Subsidiaries;
(xvxvii) commence (including the filing of a counterclaim) or settle any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employee or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected;
(xvixviii) register any of the Company Company's or its Subsidiaries’ ' securities under any securities laws;
(xviixix) make any change in the Company Company's or its Subsidiaries’ ' fiscal year;
(xviiixx) set or change value of any goods or services contributed by the Member any Members as a capital contribution or any distribution to the any Member;
(xixxxi) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation this Agreement or Certificate;
(xxxxii) make any political or charitable contribution exceeding the amounts approved therefor by the Member’s board of managers Company Board in its the annual budget;
(xxixxiii) cause the MLP to do any of the foregoing (as if the word MLP were substituted for Company and its referred to the MLP, as applicable);
(xxiv) commit to do any of the foregoing, or
(xxiixxv) delegate authority to any Person to approve the taking of any action set forth above.
Appears in 1 contract
Sources: Limited Liability Company Agreement (U.S. Shipping Partners L.P.)
Restrictions on Certain Actions. Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may not take any of the following actions without the prior approval of the MemberCompany Board:
(i) directly or indirectly declare or make any distributions upon any of its equity securities;
(ii) directly or indirectly redeem, purchase or otherwise acquire, or permit any of its Subsidiaries to redeem, purchase or otherwise acquire, any of the Company's or any Subsidiary's equity securities (including, without limitation, warrants, options and other rights to acquire equity securities);
(iii) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securities) or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features;
(iiiv) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary);
(iiiv) liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction;
(ivvi) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness indebtedness exceeding the amounts approved therefor by the Member’s board of managers Company Board in its the annual budget;
(vvii) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments investments in, any Person (other than a wholly-owned Subsidiary), except for (a) reasonable advances to employees in the ordinary course of business and (b) investments having a stated maturity no greater than one year from the date the Company makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, (3) commercial paper with a rating of at least “"Prime-1” " by ▇▇▇▇▇’'▇ Investors Service, Inc. or (4) any other investment then permitted under any the Company's senior credit agreement to which the Company is a partyagreement;
(viviii) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage;
(viiix) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company or its Subsidiaries (other than damaged or obsolete equipment in the ordinary course and consistent with past practice of the business) in an amount which exceeds $50,000;
(viiix) make any capital expenditure, except for capital expenditures which have been authorized by the Member’s board of managers Company Board in its the annual budget;
(xi) (a) make a material consent to any amendment of the Omnibus Agreement or terminate (1) the Support Agreement entered into between USS Chartering LLC and Amerada ▇▇▇▇ Corporation or (2) any charter contract in effect on the date hereof, (b) enter into, make a material amendment of or terminate any charter contract having a term of greater than sixty (60) consecutive days that provides for payment by the charterer at a daily rate lower than the daily rate provided for in the Support MLP Agreement or (cb) enter into or make a material amendment of or terminate any other agreement, contract or commitment representing a value to the Company or its Subsidiaries of greater than $50,000 or which is not reasonably expected to result in a normal profit, other than agreements, contracts or commitments entered into in the ordinary course of business that are not time charters and do not represent a value to the Company greater than $250,000;
(xxii) enter into any partnership, joint venture or material business alliance, create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person;
(xixiii) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries;
(xiixiv) create any liens upon any assets or properties of the Company or its Subsidiaries other than in connection with obligations pursuant to (ivvi) above;
(xiiixv) adopt, amend or terminate any (a) agreement with employees of the Company or its Subsidiaries, other than with respect to employees whose employment can be terminated without payment of any severance in excess of that provided generally to persons who are not Officers, (b) plan, policy, arrangement or understanding providing any of the following benefits to any current or former employee of the Company or its Subsidiaries: bonuses, pension, profit sharing, deferred compensation, incentive compensation, unit ownership, equity or quasi-equity purchase, equity or quasi-equity option, equity or quasi-equity appreciation rights, phantom equity or quasi-equity, retirement, vacation or severance, or (c) other material personnel practices or policies of the Company or its Subsidiaries;
(xivxvi) appoint or remove (a) the Company Company's or its Subsidiaries’ ' accountants, (b) any counsel for the Company or its Subsidiaries (including in respect of litigation and other proceedings), other than for litigation in the ordinary course that does not involve more than $50,000 or (c) Officers of the Company or Officers of its Subsidiaries;
(xvxvii) commence (including the filing of a counterclaim) or settle any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employee or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected;
(xvixviii) register any of the Company Company's or its Subsidiaries’ ' securities under any securities laws;
(xviixix) make any change in the Company Company's or its Subsidiaries’ ' fiscal year;
(xviiixx) set or change value of any goods or services contributed by the Member any Members as a capital contribution or any distribution to the any Member;
(xixxxi) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation this Agreement or Certificate;
(xxxxii) make any political or charitable contribution exceeding the amounts approved therefor by the Member’s board of managers Company Board in its the annual budget;
(xxixxiii) cause the MLP to do any of the foregoing (as if the word MLP were substituted for Company and its referred to the MLP, as applicable);
(xxiv) commit to do any of the foregoing, or
(xxiixxv) delegate authority to any Person to approve the taking of any action set forth above.
Appears in 1 contract
Sources: Limited Liability Company Agreement (U.S. Shipping Partners L.P.)
Restrictions on Certain Actions. Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may take any of the following actions without the prior approval of the Member:
(i) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securities) or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features;
(ii) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary);
(iii) liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction;
(iv) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(v) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly-owned Subsidiary), except for (a) reasonable advances to employees in the ordinary course of business and (b) investments having a stated maturity no greater than one year from the date the Company makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, (3) commercial paper with a rating of at least “Prime-1” by ▇▇▇▇▇’▇ Investors Service, Inc. or (4) any other investment permitted under any senior credit agreement to which the Company is a party;
(vi) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage;
(vii) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company or its Subsidiaries (other than damaged or obsolete equipment in the ordinary course and consistent with past practice of the business) in an amount which exceeds $50,000;
(viii) make any capital expenditure, except for capital expenditures which have been authorized by the Member’s board of managers in its annual budget;
(a) make a material amendment of or terminate (1) the Support Agreement entered into between USS Chartering LLC and Amerada ▇▇▇▇ Corporation or (2) any charter contract in effect on the date hereof, (b) enter into, make a material amendment of or terminate any charter contract having a term of greater than sixty (60) consecutive days that provides for payment by the charterer at a daily rate lower than the daily rate provided for in the Support Agreement or (cix) enter into or make a material amendment of or terminate any other agreement, contract or commitment representing a value to the Company or its Subsidiaries of greater than $50,000 or enter into any agreement which is not reasonably expected to result in a normal profit, other than agreements, contracts or commitments entered into in the ordinary course of business that are not time charters and do not represent a value to the Company greater than $250,000;
(x) enter into any partnership, joint venture or material business alliance, create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person;
(xi) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries;
(xii) create any liens upon any assets or properties of the Company or its Subsidiaries other than in connection with obligations pursuant to (iv) above;
(xiii) adopt, amend or terminate any (a) agreement with employees of the Company or its Subsidiaries, other than with respect to employees whose employment can be terminated without payment of any severance in excess of that provided generally to persons who are not Officers, (b) plan, policy, arrangement or understanding providing any of the following benefits to any current or former employee of the Company or its Subsidiaries: bonuses, pension, profit sharing, deferred compensation, incentive compensation, unit ownership, equity or quasi-equity purchase, equity or quasi-equity option, equity or quasi-equity appreciation rights, phantom equity or quasi-equity, retirement, vacation or severance, or (c) other material personnel practices or policies of the Company or its Subsidiaries;
(xiv) appoint or remove (a) the Company or its Subsidiaries’ accountants, (b) any counsel for the Company or its Subsidiaries (including in respect of litigation and other proceedings), other than for litigation in the ordinary course that does not involve more than $50,000 or (c) Officers of the Company or Officers of its Subsidiaries;
(xv) commence (including the filing of a counterclaim) or settle any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employee or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected;
(xvi) register any of the Company or its Subsidiaries’ securities under any securities laws;
(xvii) make any change in the Company or its Subsidiaries’ fiscal year;
(xviii) set or change value of any goods or services contributed by the Member as a capital contribution or any distribution to the Member;
(xix) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation this Agreement or Certificate;
(xx) make any political or charitable contribution exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(xxi) commit to do any of the foregoing, ; or
(xxii) delegate authority to any Person to approve the taking of any action set forth above.
Appears in 1 contract
Sources: Limited Liability Company Agreement (U.S. Shipping Finance Corp.)
Restrictions on Certain Actions. Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may take any of the following actions without the prior approval of the Member:
(i) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securities) or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features;
(ii) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary);
(iii) liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction;
(iv) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(v) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly-owned Subsidiary), except for (a) reasonable advances to employees in the ordinary course of business and (b) investments having a stated maturity no greater than one year from the date the Company makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, (3) commercial paper with a rating of at least “Prime-1” by ▇▇▇▇▇’▇ Investors Service, Inc. or (4) any other investment permitted under any senior credit agreement to which the Company is a party;
(vi) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage;
(vii) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company or its Subsidiaries (other than damaged or obsolete equipment in the ordinary course and consistent with past practice of the business) in an amount which exceeds $50,000;
(viii) make any capital expenditure, except for capital expenditures which have been authorized by the Member’s board of managers in its annual budget;
(a) make a material amendment of or terminate (1) the Support Agreement entered into between USS Chartering LLC and Amerada ▇▇▇▇ Corporation or (2) any charter contract in effect on the date hereof, (b) enter into, make a material amendment of or terminate any charter contract having a term of greater than sixty (60) consecutive days that provides for payment by the charterer at a daily rate lower than the daily rate provided for in the Support Agreement or (c) enter into or make a material amendment of or terminate any other agreement, contract or commitment representing a value to the Company or its Subsidiaries of greater than $50,000 or which is not reasonably expected to result in a normal profit, other than agreements, contracts or commitments entered into in the ordinary course of business that are not time charters and do not represent a value to the Company greater than $250,000;
(x) enter into any partnership, joint venture or material business alliance, create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person;
(xi) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries;
(xii) create any liens upon any assets or properties of the Company or its Subsidiaries other than in connection with obligations pursuant to (iv) above;
(xiii) adopt, amend or terminate any (a) agreement with employees of the Company or its Subsidiaries, other than with respect to employees whose employment can be terminated without payment of any severance in excess of that provided generally to persons who are not Officers, (b) plan, policy, arrangement or understanding providing any of the following benefits to any current or former employee of the Company or its Subsidiaries: bonuses, pension, profit sharing, deferred compensation, incentive compensation, unit ownership, equity or quasi-equity purchase, equity or quasi-equity option, equity or quasi-equity appreciation rights, phantom equity or quasi-equity, retirement, vacation or severance, or (c) other material personnel practices or policies of the Company or its Subsidiaries;
(xiv) appoint or remove (a) the Company or its Subsidiaries’ accountants, (b) any counsel for the Company or its Subsidiaries (including in respect of litigation and other proceedings), other than for litigation in the ordinary course that does not involve more than $50,000 or (c) Officers of the Company or Officers of its Subsidiaries;
(xv) commence (including the filing of a counterclaim) or settle any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employee or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected;
(xvi) register any of the Company or its Subsidiaries’ securities under any securities laws;
(xvii) make any change in the Company or its Subsidiaries’ fiscal year;
(xviii) set or change value of any goods or services contributed by the Member as a capital contribution or any distribution to the Member;
(xix) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation this Agreement or Certificate;
(xx) make any political or charitable contribution exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(xxi) commit to do any of the foregoing, or
(xxii) delegate authority to any Person to approve the taking of any action set forth above.
Appears in 1 contract
Sources: Limited Liability Company Agreement (U.S. Shipping Finance Corp.)
Restrictions on Certain Actions. Notwithstanding anything contrary contained hereinSubject to receipt of the approvals required by Section 5.4, if any, neither the Company Board LLC nor an any Manager or Officer may take shall take, or shall cause its Subsidiaries to take, any of the following actions without the prior approval consent of the Member:Board (which consent shall be obtained in accordance with the requirements of Section 5.1(a) or Section 5.1(c) above) or to the extent such action is expressly contemplated by the annual budget approved in accordance with Section 5.1(c):
(ia) directly or indirectly declare or make any distributions upon any of the LLC’s equity securities (except for distributions in accordance with Section 3.1 and 3.3);
(b) directly or indirectly redeem, purchase or otherwise acquire, or permit any of its Subsidiaries to redeem, purchase or otherwise acquire, any of the LLC’s or any Subsidiary’s equity securities (including, in the case of Subsidiaries, warrants, options and other rights to acquire equity securities);
(c) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securitiesincluding profits interests) or debt securities with equity features or securities exercisable or convertible into equity securities (including profits interests) or debt securities with equity features;
(iid) sell the LLC or any of its Subsidiaries, or merge or consolidate the LLC with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary)Person;
(iiie) liquidate, dissolve or effect, or permit any of its Subsidiaries to to, liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction;
(ivf) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness indebtedness exceeding the amounts approved therefor by the Member’s board of managers in its annual budgetBoard;
(vg) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments investments in, any Person (other than a wholly-owned Subsidiary)Person, except for (ai) reasonable advances to employees in the ordinary course of business and (bii) investments having a stated maturity no greater than one year from the date the Company makes of such investment in (1x) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2y) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, 50 million or (3z) commercial paper with a rating of at least “Prime-1” by ▇▇▇▇▇’▇ Investors Service, Inc. or (4) any other investment permitted under any senior credit agreement to which the Company is a partyInc.;
(vi) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage;
(viih) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company LLC or its Subsidiaries (other than damaged or obsolete equipment inventory in the ordinary course and consistent with past practice of the businesscourse) in an amount which exceeds $50,0005,000 on an individual basis or exceeds $25,000 on a cumulative basis in any calendar year;
(viiii) unless otherwise contemplated by the LLC’s annual business plan and budget which has been approved by the Board, make any capital expenditureexpenditure (including research and development expenditures), except for capital expenditures which have been authorized by the Member’s board of managers are less than $10,000 on an individual basis or less than $20,000 on a cumulative basis in its annual budgetany calendar year;
(a) make a material amendment of or terminate (1) the Support Agreement entered into between USS Chartering LLC and Amerada ▇▇▇▇ Corporation or (2) any charter contract in effect on the date hereof, (b) enter into, make a material amendment of or terminate any charter contract having a term of greater than sixty (60) consecutive days that provides for payment by the charterer at a daily rate lower than the daily rate provided for in the Support Agreement or (cj) enter into or make a material amendment of or terminate any other agreement, contract or commitment (a) representing a value to the Company LLC or its Subsidiaries of greater than $50,000 10,000 on an individual basis or which is not reasonably expected to result greater than $20,000 on a cumulative basis in any calendar year or (b) representing a normal profitcommitment of the LLC or its Subsidiaries greater than $10,000 on an individual basis or greater than $20,000 on a cumulative basis in any calendar year, other than agreements(i) raw materials and inventory purchases in the ordinary course of business, contracts or commitments (ii) subcontract agreements entered into in the ordinary course of business that are not time charters and do not represent a value (iii) sales to customers in the Company greater than $250,000ordinary course;
(xk) enter into any partnership, joint venture or material business alliance, create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person;
(xil) amend in any material respect or terminate any agreement relating to a joint venture or a material business alliance of the Company LLC or any of its Subsidiaries;
(xiim) create any liens upon any assets or properties of the Company LLC or its Subsidiaries other than in connection with obligations pursuant to (ivSection 5.6(f) aboveor in the ordinary course of business;
(xiiin) except as specifically contemplated by this Agreement, the Purchase Agreement or any of the transactions contemplated thereby, adopt, amend or terminate any (ai) agreement with employees of the Company LLC or its Subsidiaries, other than with respect to employees whose employment can be terminated without payment of any severance in excess of that provided generally to persons who are not Officers, (bii) plan, policy, arrangement or understanding providing any of the following benefits to any current or former employee of the Company LLC or its Subsidiaries: bonuses, pension, profit sharing, deferred compensation, incentive compensation, unit ownership, equity or quasi-equity purchase, equity or quasi-equity option, equity or quasi-equity appreciation rights, phantom equity or quasi-equity, retirement, vacation or severance, severance or (ciii) other material personnel practices or policies of the Company LLC or its Subsidiaries; provided, however, that the Chief Executive Officer in his or her sole discretion may terminate any at-will employee;
(xivo) engage, appoint or remove (a) the Company LLC’s or its Subsidiaries’ accountants, (b) any counsel for the Company LLC or its Subsidiaries (including in respect of litigation and other proceedings), other than for litigation in the ordinary course that does not involve more than $50,000 or (c) Officers of the Company or Officers of its Subsidiaries;
(xvp) commence (including the filing of a counterclaim) or settle any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employee employer or commercial claims, including claims under studio license agreements) to which the Company LLC or its Subsidiaries is, or is to be, a party or by which the Company LLC or its Subsidiaries or any of its business, assets or properties may be affected; provided, however, that the LLC may commence or settle any routine customer collection action so long as the amount owed by the customer is less than $5,000 and there are no other issues involved in the dispute that could have a material adverse effect on the LLC;
(xviq) register any of the Company LLC or its Subsidiaries’ securities under any securities laws;
(xviir) make any change in the Company LLC’s or its Subsidiaries’ fiscal year;
(xviiis) set or change value of any goods or services contributed by the any Member as a capital contribution or any distribution to the any Member;
(xixt) subject to Section 10.4, make any amendment or terminate any constitutive or governing document of the Company LLC or its Subsidiaries, including without limitation this Agreement the operating agreement or Certificatecertificate of formation of the LLC or its Subsidiaries or directly or indirectly redeem any Units of the LLC or its Subsidiaries;
(xxu) make any political or charitable contribution exceeding in excess of the amounts approved therefor by the Member’s board of managers in its annual budgetBoard;
(xxiv) cause the LLC or any of its Subsidiaries to enter into any leases, contracts or guarantees relating to new office locations;
(w) cause the LLC or any of its Subsidiaries to modify, alter or change real property lease rates;
(x) to enter into any contract, understanding or arranging involving a liability of the LLC or any of its Subsidiaries in excess of $5,000 on an individual basis except for trade payables incurred in the ordinary course of business;
(y) commit to do any of the foregoing, ; or
(xxiiz) delegate authority to any Person to approve the taking of any action set forth aboveforth.
Appears in 1 contract
Restrictions on Certain Actions. Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may take any of the following actions without the prior approval of the Member:
(i) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securities) or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features;
(ii) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary);
(iii) liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction;
(iv) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(v) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly-owned Subsidiary), except for (a) reasonable advances to employees in the ordinary course of business and (b) investments having a stated maturity no greater than one year from the date the Company makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, (3) commercial paper with a rating of at least “Prime-1” by ▇▇▇▇▇’▇ Investors Service, Inc. or (4) any other investment permitted under any senior credit agreement to which the Company is a party;
(vi) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage;
(vii) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company or its Subsidiaries (other than damaged or obsolete equipment in the ordinary course and consistent with past practice of the business) in an amount which exceeds $50,000;
(viii) make any capital expenditure, except for capital expenditures which have been authorized by the Member’s board of managers in its annual budget;
(a) make a material amendment of or terminate (1) the Support Agreement entered into between USS Chartering LLC and Amerada ▇▇▇▇ Corporation or (2) any charter contract in effect on the date hereof, (b) enter into, make a material amendment of or terminate any charter contract having a term of greater than sixty (60) consecutive days that provides for payment by the charterer at a daily rate lower than the daily rate provided for in the Support Agreement or (cb) enter into or make a material amendment of or terminate any other agreement, contract or commitment representing a value to the Company or its Subsidiaries of greater than $50,000 or enter into any agreement which is not reasonably expected to result in a normal profit, other than agreements, contracts or commitments entered into in the ordinary course of business that are not time charters and do not represent a value to the Company greater than $250,000;
(x) enter into any partnership, joint venture or material business alliance, create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person;
(xi) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries;
(xii) create any liens upon any assets or properties of the Company or its Subsidiaries other than in connection with obligations pursuant to (iv) above;
(xiii) adopt, amend or terminate any (a) agreement with employees of the Company or its Subsidiaries, other than with respect to employees whose employment can be terminated without payment of any severance in excess of that provided generally to persons who are not Officers, (b) plan, policy, arrangement or understanding providing any of the following benefits to any current or former employee of the Company or its Subsidiaries: bonuses, pension, profit sharing, deferred compensation, incentive compensation, unit ownership, equity or quasi-equity purchase, equity or quasi-equity option, equity or quasi-equity appreciation rights, phantom equity or quasi-equity, retirement, vacation or severance, or (c) other material personnel practices or policies of the Company or its Subsidiaries;
(xiv) appoint or remove (a) the Company or its Subsidiaries’ accountants, (b) any counsel for the Company or its Subsidiaries (including in respect of litigation and other proceedings), other than for litigation in the ordinary course that does not involve more than $50,000 or (c) Officers of the Company or Officers of its Subsidiaries;
(xv) commence (including the filing of a counterclaim) or settle any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employee or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected;
(xvi) register any of the Company or its Subsidiaries’ securities under any securities laws;
(xvii) make any change in the Company or its Subsidiaries’ fiscal year;
(xviii) set or change value of any goods or services contributed by the Member as a capital contribution or any distribution to the Member;
(xix) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation this Agreement or Certificate;
(xx) make any political or charitable contribution exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(xxi) commit to do any of the foregoing, ; or
(xxii) delegate authority to any Person to approve the taking of any action set forth above.
Appears in 1 contract
Sources: Limited Liability Company Agreement (U.S. Shipping Finance Corp.)
Restrictions on Certain Actions. Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may take any of the following actions without the prior approval of the Member:
(i) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securities) or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features;
(ii) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary);
(iii) liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction;
(iv) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(v) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly-owned Subsidiary), except for (a) reasonable advances to employees in the ordinary course of business and (b) investments having a stated maturity no greater than one year from the date the Company makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, (3) commercial paper with a rating of at least “Prime-1” by ▇▇▇▇▇’▇ Investors Service, Inc. or (4) any other investment permitted under any senior credit agreement to which the Company is a party;
(vi) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage;
(vii) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company or its Subsidiaries (other than damaged or obsolete equipment in the ordinary course and consistent with past practice of the business) in an amount which exceeds $50,000;
(viii) make any capital expenditure, except for capital expenditures which have been authorized by the Member’s board of managers in its annual budget;
(a) make a material amendment of or terminate (1) the Support Agreement entered into between USS Chartering LLC and Amerada ▇▇▇▇ Corporation or (2) any charter contract in effect on the date hereof, (b) enter into, make a material amendment of or terminate any charter contract having a term of greater than sixty (60) consecutive days that provides for payment by the charterer at a daily rate lower than the daily rate provided for in the Support Agreement or (c) enter into or make a material amendment of or terminate any other agreement, contract or commitment representing a value to the Company or its Subsidiaries of greater than $50,000 or which is not reasonably expected to result in a normal profit, other than agreements, contracts or commitments entered into in the ordinary course of business that are not time charters and do not represent a value to the Company greater than $250,000;
(x) enter into any partnership, joint venture or material business alliance, create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person;
(xi) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries;
(xii) create any liens upon any assets or properties of the Company or its Subsidiaries other than in connection with obligations pursuant to (iv) above;
(xiii) adopt, amend or terminate any (a) agreement with employees of the Company or its Subsidiaries, other than with respect to employees whose employment can be terminated without payment of any severance in excess of that provided generally to persons who are not Officers, (b) plan, policy, arrangement or understanding providing any of the following benefits to any current or former employee of the Company or its Subsidiaries: bonuses, pension, profit sharing, deferred compensation, incentive compensation, unit ownership, equity or quasi-equity purchase, equity or quasi-equity option, equity or quasi-equity appreciation rights, phantom equity or quasi-equity, retirement, vacation or severance, or (c) other material personnel practices or policies of the Company or its Subsidiaries;
(xiv) appoint or remove (a) the Company or its Subsidiaries’ accountants, (b) any counsel for the Company or its Subsidiaries (including in respect of litigation and other proceedings), other than for litigation in the ordinary course that does not involve more than $50,000 or (c) Officers of the Company or Officers of its Subsidiaries;
(xv) commence (including the filing of a counterclaim) or settle any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employee or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected;
(xvi) register any of the Company or its Subsidiaries’ securities under any securities laws;
(xvii) make any change in the Company or its Subsidiaries’ fiscal year;
(xviii) set or change value of any goods or services contributed by the Member as a capital contribution or any distribution to the Member;
(xix) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation this Agreement or Certificate;
(xx) make any political or charitable contribution exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(xxi) commit to do any of the foregoing, or
(xxii) delegate authority to any Person to approve the taking of any action set forth above.
Appears in 1 contract
Sources: Limited Liability Company Agreement (U.S. Shipping Finance Corp.)
Restrictions on Certain Actions. Notwithstanding anything contrary contained herein, neither the Company Board nor an Officer may take any of the following actions without the prior approval of the Member:
(i) authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise), or permit any of its Subsidiaries to authorize, issue, sell or enter into any agreement providing for the issuance (contingent or otherwise) of any equity securities (including, without limitation, options, warrants or other rights to purchase equity securities) or debt securities with equity features or securities exercisable or convertible into equity securities or debt securities with equity features;
(ii) merge or consolidate with any Person or permit any of its Subsidiaries to merge or consolidate with any Person (other than a wholly owned Subsidiary);
(iii) liquidate, dissolve or effect, or permit any of its Subsidiaries to liquidate, dissolve or effect, a recapitalization or reorganization in any form of transaction;
(iv) create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, Indebtedness exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(v) make, or permit any of its Subsidiaries to make, any loans or advances to, guarantees for the benefit of, or Investments in, any Person (other than a wholly-owned Subsidiary), except for (a) reasonable advances to employees in the ordinary course of business and (b) investments having a stated maturity no greater than one year from the date the Company makes such investment in (1) obligations of the United States government or any agency thereof or obligations guaranteed by the United States government, (2) certificates of deposit of commercial banks having combined capital and surplus of at least $500 million, (3) commercial paper with a rating of at least “Prime-1” by ▇▇▇▇▇’▇ Investors Service, Inc. or (4) any other investment permitted under any senior credit agreement to which the Company is a party;
(vi) enter into, or permit any of its Subsidiaries to enter into, any transaction with any Person (or any Affiliate thereof) who is an Affiliate of any Officer or Manager or related to any such Person by blood or marriage;
(vii) sell, lease, exchange or otherwise dispose (including by license) of the assets or properties of the Company or its Subsidiaries (other than damaged or obsolete equipment in the ordinary course and consistent with past practice of the business) in an amount which exceeds $50,000;
(viii) make any capital expenditure, except for capital expenditures which have been authorized by the Member’s board of managers in its annual budget;
(a) make a material amendment of or terminate (1) the Support Agreement entered into between USS Chartering LLC and with Amerada ▇▇▇▇ Corporation or (2) any charter contract in effect on the date hereof, (b) enter into, make a material amendment of or terminate any charter contract having a term of greater than sixty (60) consecutive days that provides for payment by the charterer at a daily rate lower than the daily rate provided for in the Support Agreement or (c) enter into or make a material amendment of or terminate any other agreement, contract or commitment representing a value to the Company or its Subsidiaries of greater than $50,000 or which is not reasonably expected to result in a normal profit, other than agreements, contracts or commitments entered into in the ordinary course of business that are not time charters and do not represent a value to the Company greater than $250,000;
(x) enter into any partnership, joint venture or material business alliance, create any Subsidiary, or acquire any capital stock of or other ownership interest in any Person;
(xi) amend or terminate any agreement relating to a joint venture or a material business alliance of the Company or any of its Subsidiaries;
(xii) create any liens upon any assets or properties of the Company or its Subsidiaries other than in connection with obligations pursuant to (iv) above;
(xiii) adopt, amend or terminate any (a) agreement with employees of the Company or its Subsidiaries, other than with respect to employees whose employment can be terminated without payment of any severance in excess of that provided generally to persons who are not Officers, (b) plan, policy, arrangement or understanding providing any of the following benefits to any current or former employee of the Company or its Subsidiaries: bonuses, pension, profit sharing, deferred compensation, incentive compensation, unit ownership, equity or quasi-equity purchase, equity or quasi-equity option, equity or quasi-equity appreciation rights, phantom equity or quasi-equity, retirement, vacation or severance, or (c) other material personnel practices or policies of the Company or its Subsidiaries;
(xiv) appoint or remove (a) the Company or its Subsidiaries’ accountants, (b) any counsel for the Company or its Subsidiaries (including in respect of litigation and other proceedings), other than for litigation in the ordinary course that does not involve more than $50,000 or (c) Officers of the Company or Officers of its Subsidiaries;
(xv) commence (including the filing of a counterclaim) or settle any claim or litigation, regulatory proceeding or arbitration (other than ordinary course employee or commercial claims) to which the Company or its Subsidiaries is, or is to be, a party or by which the Company or its Subsidiaries or any of its business, assets or properties may be affected;
(xvi) register any of the Company or its Subsidiaries’ securities under any securities laws;
(xvii) make any change in the Company or its Subsidiaries’ fiscal year;
(xviii) set or change value of any goods or services contributed by the Member as a capital contribution or any distribution to the Member;
(xix) make any amendment or terminate any constitutive or governing document of the Company or its Subsidiaries, including without limitation this Agreement or Certificate;
(xx) make any political or charitable contribution exceeding the amounts approved therefor by the Member’s board of managers in its annual budget;
(xxi) commit to do any of the foregoing, or
(xxii) delegate authority to any Person to approve the taking of any action set forth above.
Appears in 1 contract
Sources: Limited Liability Company Agreement (U.S. Shipping Finance Corp.)