Common use of Rights and Powers of the Members Clause in Contracts

Rights and Powers of the Members. The Members shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Members have no voting rights except with respect to those matters specifically set forth in this Agreement, and any action with respect to such matters must be approved by unanimous vote of 100% of the Interests of all of the Members. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board of Managers, or otherwise) in connection with any of the following matters without the consent of the Members: (a) The election and removal of Managers; (b) the dissolution or liquidation, in whole or in part, of the Company; (c) the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (d) consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property; (e) the merger, conversion or consolidation of the Company with any other entity; (f) the sale of all or substantially all of the Company’s assets; or (g) any amendment or restatement or termination of this Agreement.

Rights and Powers of the Members. The Members shall not have any right or power to take part in the management or control of the Company or its business and affairs or to act for or bind the Company in any way. Notwithstanding the foregoing, the Members have all the rights and powers specifically set forth in this Agreement and, to the extent not inconsistent with this Agreement, in the Act. The Members have no voting rights except with respect to those matters specifically set forth in this AgreementAgreement and, and any action with respect to such matters must be approved by unanimous vote of 100% of the Interests of all of extent not inconsistent herewith, as required in the MembersAct. Notwithstanding any other provision of this Agreement, no action may be taken by the Company (whether by the Board of ManagersDirectors, Officers, or otherwise) in connection with any of the following matters without the written consent of the Members: (a) The election and removal of Managers; (b1) the dissolution or liquidation, in whole or in part, of the Company, or the institution of proceedings to have the Company adjudicated bankrupt or insolvent; (c2) the filing of a petition seeking or consenting to reorganization or relief under any applicable federal or state bankruptcy law; (d3) consenting to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property; (e4) the merger, conversion or consolidation merger of the Company with any other entity; (f5) the sale of all or substantially all of the Company’s assets; or (g6) any the amendment or restatement or termination of this Agreement.