Restrictions on the Manager’s Authority Clause Samples

The "Restrictions on the Manager’s Authority" clause defines specific limitations on the powers and actions that a manager may exercise on behalf of an organization or entity. Typically, this clause outlines certain decisions or transactions—such as incurring large debts, selling major assets, or entering into contracts above a set value—that the manager cannot undertake without prior approval from the owners, board, or other governing body. By clearly delineating these boundaries, the clause helps prevent unauthorized or unilateral actions by the manager, thereby protecting the interests of stakeholders and ensuring oversight over significant business decisions.
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Restrictions on the Manager’s Authority. Except as provided in Articles XII and XIV, the Manager may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Company Group, taken as a whole, in a single transaction or a series of related transactions without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the Manager’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Company Group and shall not apply to any forced sale of any or all of the assets of the Company Group pursuant to the foreclosure of, or other realization upon, any such encumbrance.
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Restrictions on the Manager’s Authority. The Manager may not (i) take any action in contravention of this Agreement, (ii) take any action that would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement;
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Restrictions on the Manager’s Authority. Anything to the contrary in this Agreement notwithstanding, the Manager shall not take, or cause or permit to be taken, any action that requires the approval of, or do, or cause or permit to be done, any of the following for or on behalf of the Company without the consent of the Company or an officer of the Company (unless included with reasonable specificity in an Operating Budget duly adopted by the Company): (i) settle any claim or litigation by or against the Company if the settlement involves a payment of $500,000 or more, or any non-ministerial regulatory proceedings involving the Company; (ii) (A) lend money or guarantee debts of others (other than wholly-owned Subsidiaries of the Company) on behalf of the Company, or assign, transfer, or pledge any debts due the Company, or (B) release or discharge any debt due or compromise any claim of the Company, other than trade credit and advances to employees in the ordinary course of business; (iii) invest in or otherwise acquire any debt or equity securities of any other Person, enter into any binding agreement for the acquisition of any interest in any business entity or other Person (whether by purchase of assets, purchase of stock or other securities, merger, loan or otherwise), or enter into any joint venture or partnership with any other Person; (iv) take any tax reporting position or make any related election on behalf of the Company which is inconsistent with the directions given by the Company; (v) assert on behalf of the Company a position with respect to any material matter, or disagree on behalf of the Company with a position taken with respect to any material matter by any Person, before the FCC or any other Governmental Authority, a self-regulatory body, any industry organization or in any other public forum; (vi) knowingly take or fail to take any action that violates (A) any law, rule or regulation relating to the Business, (B) any material agreement, arrangement or understanding to which the Company is a party, including an Operating Agreement, (C) any License or other governmental authorization granted to the Company in connection with its ownership and operation of the Business or (D) any judicial or administrative order or decree to which the Company is subject; (vii) sell, assign, transfer or otherwise dispose of, or hypothecate or g▇▇▇▇ ▇ ▇▇▇▇ on any License or other material assets belonging to the Company (other than the disposal of assets or equipment in the ordinary course of busin...
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Restrictions on the Manager’s Authority. Those actions set forth in this Agreement which by their terms require the prior unanimous consent of the Managers.
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Restrictions on the Manager’s Authority. A. The Manager may not take any action in contravention of this Agreement, including, without limitation: (1) any action that would make it impossible to carry on the ordinary business of the Company, except as otherwise provided in this Agreement; (2) admitting a Person as a Member, except as otherwise provided in this Agreement; (3) performing any act that would subject a Member to liability, except as provided herein or under the Act; (4) entering into any contract, mortgage, loan or other agreement that expressly prohibits or restricts (a) the Parent or the Company from performing its specific obligations under Section 15.1 hereof, or (b) a Member from exercising its rights under Section 15.1 hereof to effect a Redemption, except, in either case, with the written consent of such Member affected by the prohibition or restriction. B. The Manager shall not, without the Consent of the Members, undertake on behalf of the Company, or enter into any transaction that would have the effect of, any of the following actions: (1) except as provided in Section 7.3.C hereof, amend, modify or terminate this Agreement; (2) make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Company; (3) institute any proceeding for bankruptcy on behalf of the Company; (4) merge or consolidate the Company with or into any other Person, or convert the Company into any other entity, other than in connection with a Termination Transaction effected in accordance with Section 11.7; or (5) sell, lease, exchange or otherwise transfer all or substantially all of the assets of the Company not in the ordinary course of business, whether in a single transaction or a series of related transactions, other than in connection with a Termination Transaction effected in accordance with Section 11.7. C. Notwithstanding Section 7.3.B hereof but subject to Section 7.3.D, and the rights of any Members set forth in a Unit Designation, the Manager shall have the power, without the Consent of the Members or the consent or approval of any Member, to amend this Agreement as may be necessary or appropriate to facilitate or implement any of the following purposes: (1) to add to the obligations of the Manager or surrender any right or power granted to the Manager or any Affiliate of the Manager for the benefit of the Members; (2) to reflect the admission, substitution or withdrawal of Members,...
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Restrictions on the Manager’s Authority. Notwithstanding anything to the contrary elsewhere in this Agreement, the Manager shall not take or agree to take any of the following actions without the unanimous consent of the Members: (a) File on behalf of the Company a petition for bankruptcy protection; (b) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the Company’s property, with or without the goodwill, outside the ordinary course of the Company’s activities without prior consent of all Members; (c) Sell an interest in the Company that equals or exceeds 50% of the Company; or (d) Merge the Company into or with another company.
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Related to Restrictions on the Manager’s Authority

  • Restrictions on General Partner’s Authority A. The General Partner may not take any action in contravention of this Agreement, including, without limitation: (i) take any action that would make it impossible to carry on the ordinary business of the Partnership, except as otherwise provided in this Agreement; (ii) possess Partnership property, or assign any rights in specific Partnership property, for other than a Partnership purpose except as otherwise provided in this Agreement; (iii) admit a Person as a Partner, except as otherwise provided in this Agreement (including with respect to the PLPs, who shall become Partners upon their receipt of Performance Units); (iv) perform any act that would subject a Limited Partner to liability as a general partner in any jurisdiction or any other liability except as provided herein or under the Act; or (v) enter into any contract, mortgage, loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a Limited Partner to exercise its rights to a Redemption in full, except with the written consent of such Limited Partner. B. The General Partner shall not, without the prior Consent of the Partners (in addition to any Consent of the Limited Partners required by any other provision hereof), undertake, on behalf of the Partnership, any of the following actions or enter into any transaction which would have the effect of such transactions: (i) except as provided in Section 7.3.D below, amend, modify or terminate this Agreement other than to reflect the admission, substitution, termination or withdrawal of partners pursuant to Article 12; (ii) make a general assignment for the benefit of creditors or appoint or acquiesce in the appointment of a custodian, receiver or trustee for all or any part of the assets of the Partnership; (iii) institute any proceeding for bankruptcy on behalf of the Partnership; (iv) confess a judgment against the Partnership; or (v) enter into a merger (including a triangular merger), consolidation or other combination of the Partnership with or into another entity. C. Except in the case of a Liquidating Event pursuant to Section 13.1 (other than Section 13.1.F), the General Partner shall not, without the prior Consent of the Limited Partners, undertake, on behalf of the Partnership, any actions or enter into any transaction which would have the effect of a dissolution of the Partnership, including a sale, exchange, transfer or other disposition of all or substantially all of the Partnership’s assets in a single transaction or a series of related transactions. D. Notwithstanding Sections 7.3.B and 7.3.C, but subject to Section 7.3.E, the General Partner shall have the power, without the Consent of the Partners, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (i) to add to the obligations of the General Partner or surrender any right or power granted to the General Partner or any Affiliate of the General Partner for the benefit of the Limited Partners; (ii) to reflect the issuance of additional Partnership Interests pursuant to Sections 4.3.C, 4.3.F and 4.4, or the admission, substitution, termination, reduction in Partnership Units or withdrawal of Partners in accordance with this Agreement (which may be effected through the replacement of Exhibit A with an amended Exhibit A); (iii) to set forth or amend the designations, rights, powers, duties, and preferences of the holders of any additional Partnership Interests issued pursuant to Article 4; (iv) to reflect a change that is of an inconsequential nature and does not adversely affect the Limited Partners in any material respect, or to cure any ambiguity in, correct or supplement any provision, or make other changes with respect to matters arising under, this Agreement that will not be inconsistent with law or with the provisions of this Agreement; (v) to satisfy any requirements, conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal, state of local agency or contained in Federal, state or local law. (vi) to reflect such changes as are reasonably necessary for the General Partner to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; and (vii) to modify, as set forth in the definition of “Capital Account,” the manner in which Capital Accounts are computed. The General Partner will provide notice to the Limited Partners when any action under this Section 7.3.D is taken. E. Notwithstanding Sections 7.3.B, 7.3.C and 7.3.D, this Agreement shall not be amended, and no action may be taken by the General Partner, including in either case through merger or sale of assets of the Partnership or otherwise, without the Consent of each Common Limited Partner or Preferred Limited Partner adversely affected if such amendment or action would (i) convert a Limited Partner’s interest in the Partnership into a general partner’s interest (except as the result of the General Partner acquiring such interest), (ii) modify the limited liability of a Limited Partner, (iii) alter rights of the Partner to receive distributions pursuant to Article 5, Section 13.2.A(4), Article 18, Article 19, Article 20, Article 21 or Article 22 or the allocations specified in Article 6 (except as permitted pursuant to Section 4.3 and Section 7.3.D), (iv) alter or modify the rights to a Redemption or the REIT Shares Amount as set forth in Section 8.6, and related definitions hereof, (v) alter the redemption or exchange rights as set forth in Sections 18.5, 18.8 19.5 and 19.8 hereof, respectively, or (vi) amend this Section 7.3.E. Further, no amendment may alter the restrictions on the General Partner’s authority set forth elsewhere in this Section 7.3 without the Consent specified in such section. In addition, (a) Section 11.2 of this Agreement shall not be amended, and no action in contravention of Section 11.2 shall be taken, including in either case through merger or sale of assets of the Partnership or otherwise, without the Consent of the Limited Partners and (b) this Agreement shall not be amended, and no action shall be taken, including in either case through merger or sale of assets of the Partnership or otherwise, which would adversely affect the rights of the Persons set forth in Exhibit G to receive Performance Units as described herein. F. Other than incident to a transaction pursuant to Sections 11.2.B or 11.2.C, the General Partner shall not undertake to dispose of any Partnership Property specified in the agreements listed in Exhibit H in a taxable sale or taxable exchange prior to the dates specified in such agreements without the prior consent of each Limited Partner which contributed all or any portion of an interest in such Property to the Partnership, as set forth in such agreements.

  • Restrictions on the General Partner’s Authority Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions without the approval of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance.

  • Managers Authority We authorize you, acting as Manager, to (i) negotiate, execute and deliver the Underwriting Agreement, (ii) exercise all authority and discretion granted by the Underwriting Agreement and take all action you deem desirable in connection with this Agreement and the Underwriting Agreement including, but not limited to, waiving performance or satisfaction by the Company, any selling security holder or any other party to the Underwriting Agreement of its or their obligations or conditions included in the Underwriting Agreement or the Terms Communication (including this Agreement), if in your judgment such waiver will not have a material adverse effect upon the interests of the Underwriters and exercising any right of cancellation or termination, (iii) modify, vary or waive any provision in the Underwriting Agreement except the amount of Our Securities or the purchase price (except you may determine the price by Formula Pricing where applicable), (iv) determine the timing and the terms of the Offering (including varying the offering terms and the concessions and discounts to dealers), (v) exercise any option relating to the purchase of Option Securities, and (vi) take all action you deem desirable in connection with the Offering and the purchase, carrying, sale and distribution of the Securities. If there are other Managers with respect to an Offering, you may take any action hereunder alone on behalf of the Managers, and our representations, agreements and authorizations given herein shall also be for the benefit of such other Manager to whom you may grant any of your authority to act hereunder. You may arrange for the purchase by others, who may include your or other Underwriters, of any Securities not taken up by an Underwriter in respect of its obligations hereunder who defaults under this Agreement and/or the Underwriting Agreement. We will assume our proportionate share of all defaulted obligations not assumed by others and any Securities so assumed shall be included in Our Securities. However, nothing in this paragraph will affect our liability or obligations in the event of a default by us or any other Underwriter(s). You may advertise the Offering as you determine and determine all matters relating to communications with dealers or others. We will not advertise the Offering without your consent, and we assume all expense and risk with respect to any advertising by us. Notwithstanding any information you furnish as to jurisdictions where you believe the Securities may be sold, you have no obligation for qualification of the Securities for sale under the laws of any jurisdiction. You may file a New York Further State Notice. You have no liability to us except for your own lack of good faith in meeting obligations expressly assumed by you hereunder.

  • City’s Manager’s Authority To the extent, if any, the City has the power to suspend or terminate this contract or the Contractor’s services under this contract, that power may be exercised by City Manager or a deputy or assistant City Manager without City Council action.

  • Limitations on the Company’s Activities This Section 9(j) is being adopted in order to comply with certain provisions required in order to qualify the Company as a “special purpose” entity.