Special Actions. (a) The approval of the holders of a Super-Majority Interest of the Members shall be required to authorize and approve the following, or, with respect to matters to be authorized or approved by Subsidiaries of the Company, to determine how the Company will vote as a member of such Subsidiary with respect to the following: (i) except with respect to cash reserves consistent with historical practices, determining the cash reserves applicable to distributions of cash and other property as provided in Sections 5.3, 5.5 and 5.6, other than (A) cash reserves relating to acquiring, constructing or otherwise obtaining (including, without limitation, pursuant to a lease or similar arrangement approved in accordance with Section 7.2(a)(v)) any pipeline, lateral or extension, including any Lateral or any compression, expansion or other significant facilities if such reserve exceeds, at any one time $500,000, but is less than or equal to $5,000,000 (the authorization for which requires at least a Majority Interest) or (B) cash reserves described in Section 7.2(a)(ii) (requiring at least a Super Majority Interest) or Section 7.2(b)(xv) (requiring unanimity); (ii) determining the cash reserves applicable to distributions of cash and other property as provided in Sections 5.3, 5.5 and 5.6, to the extent such cash reserves (A) relate to acquiring, constructing, leasing or otherwise obtaining any pipeline, lateral or extension, including any Lateral or any compression, expansion or other significant facilities and (B) exceed, at any one time, $5,000,000, but is less than or equal to $15,000,000; (iii) (A)entering into any credit agreement, indenture or similar agreement or (B) borrowing money or making draws under any such previously approved credit agreement, indenture or similar agreement for the purpose of funding authorized transactions with an approved cost to the Company of more than $5,000,000, but less than or equal to $15,000,000; (iv) utilizing other than for Company purposes, acquiring or disposing of any asset of the Company or its Subsidiaries having a then existing fair market value or GAAP net book value (after deducting accumulated depreciation, depletion, amortization and impairment) of more than $5,000,000 but less than or equal to $15,000,000; (v) authorizing a transaction involving a lease or similar arrangement which either (A) involves an asset with a fair market value of more than $5,000,000 but less than or equal to $15,000,000 or (B) could reasonably be expected to result in payments of more than $5,000,000 but less than or equal to $15,000,000; (vi) authorizing a transaction which involves acquiring, constructing or otherwise obtaining any pipeline, lateral or extension, including any Lateral, or any compression, expansion or other significant facilities, which could reasonably be expected to have a cost to the Company or any Subsidiary of more than $5,000,000 but less than or equal to $15,000,000. (b) The approval of the holders of all of the Membership Interest of the Members shall be required to authorize and approve the following, or, with respect to matters to be authorized or approved by Subsidiaries of the Company, to determine how the Company will vote as a member of such Subsidiary with respect to the following: (i) approving the Nautilus FERC tariff, the applications for the FERC Certificate or any subsequent FERC certificate, including any amendment or modifications of any FERC certificate and approving any material amendments or other material modifications to the Nautilus FERC tariff, the FERC Certificate or any subsequent FERC certificate, including, without limitation, the general terms and conditions and the rates and the basis upon which such rates are calculated; (ii) accepting the Construction Certificate (which approval shall also be deemed to be an approval of the FERC Certificate, unless, at the time Nautilus receives the FERC Certificate, all of the Members agree that such FERC Certificate should be rejected); (iii) approval, waiver, amendment or other modification (other than termination) of any Construction Agreement or Operating Agreement or any other operating agreement with respect to the operation of the Manta Ray System or the Nautilus System; (iv) termination (other than by expiration of the term thereof) of any Construction Agreement or Operating Agreement or any other operating agreement with respect to the operation of the Manta Ray System or the Nautilus System or of the Company; provided, however that for purposes of this Section 7.2(b)(iv), if any Member or its Affiliate (as such term is defined in the Operating Agreement or Construction Agreement in question) would be replaced as an operator as a result of such termination, such Member shall not be entitled to vote on such termination. The vote of such Members
Appears in 1 contract
Sources: Limited Liability Company Agreement (El Paso Energy Partners Lp)
Special Actions. (a) The approval of the holders of a Super-Majority Interest of the Members shall be required to authorize and approve the following, or, with respect to matters to be authorized or approved by Subsidiaries of the Company, to determine how the Company will vote as a member of such Subsidiary with respect to the following:
(i) except with respect to cash reserves consistent with historical practices, determining the cash reserves applicable to distributions of cash and other property as provided in Sections 5.3, 5.5 and 5.6, other than (A) cash reserves relating to acquiring, constructing or otherwise obtaining (including, without limitation, pursuant to a lease or similar arrangement approved in accordance with Section 7.2(a)(v)) any pipeline, lateral or extension, including any Lateral or any compression, expansion or other significant facilities if such reserve exceeds, at any one time time, $500,000, but is less than or equal to $5,000,000 (the authorization for which requires at least a Majority Interest) or (B) cash reserves described in Section 7.2(a)(ii) (requiring at least a Super Majority Interest) or Section 7.2(b)(xv) (requiring unanimity);
(ii) determining the cash reserves applicable to distributions of cash and other property as provided in Sections 5.3, 5.5 and 5.6, to the extent such cash reserves (A) relate to acquiring, constructing, leasing or otherwise obtaining any pipeline, lateral or extension, including any Lateral or any compression, expansion or other significant facilities and (B) exceed, at any one time, $5,000,000, but is less than or equal to $15,000,000;
(iii) (A)entering A) entering into any credit agreement, indenture or similar agreement or (B) borrowing money or making draws under any such previously approved credit agreement, indenture or similar agreement for the purpose of funding authorized transactions with an approved cost to the Company of more than $5,000,000, but less than or equal to $15,000,000;
(iv) utilizing other than for Company purposes, acquiring or disposing of any asset of the Company or its Subsidiaries having a then existing fair market value or GAAP net book value (after deducting accumulated depreciation, depletion, amortization and impairment) of more than $5,000,000 but less than or equal to $15,000,000;
(v) authorizing a transaction involving a lease or similar arrangement which either (A) involves an asset with a fair market value of more than $5,000,000 but less than or equal to $15,000,000 or (B) could reasonably be expected to result in payments of more than $5,000,000 but less than or equal to $15,000,000;
(vi) authorizing a transaction which involves acquiring, constructing or otherwise obtaining any pipeline, lateral or extension, including any Lateral, or any compression, expansion or other significant facilities, which could reasonably be expected to have a cost to the Company or any Subsidiary of more than $5,000,000 but less than or equal to $15,000,000.
(b) The approval of the holders of all of the Membership Interest of the Members shall be required to authorize and approve the following, or, with respect to matters to be authorized or approved by Subsidiaries of the Company, to determine how the Company will vote as a member of such Subsidiary with respect to the following:
(i) approving the Nautilus FERC tariff, the applications for the FERC Certificate or any subsequent FERC certificate, including any amendment or modifications of any FERC certificate and approving any material amendments or other material modifications to the Nautilus FERC tariff, the FERC Certificate or any subsequent FERC certificate, including, without limitation, the general terms and conditions and the rates and the basis upon which such rates are calculated;
(ii) accepting the Construction Certificate (which approval shall also be deemed to be an approval of the FERC Certificate, unless, at the time Nautilus receives the FERC Certificate, all of the Members agree that such FERC Certificate should be rejected);
(iii) approval, waiver, amendment or other modification (other than termination) of any Construction Agreement or Operating Agreement or any other operating agreement with respect to the operation of the Manta Ray System or the Nautilus System;
(iv) termination (other than by expiration of the term thereof) of any Construction Agreement or Operating Agreement or any other operating agreement with respect to the operation of the Manta Ray System or the Nautilus System or of the CompanyCompany or Ocean Breeze; provided, however that for purposes of this Section 7.2(b)(iv), if any Member or its Affiliate (as such term is defined in the Operating Agreement or Construction Agreement in question) would be replaced as an operator as a result of such termination, such Member shall not be entitled to vote on such termination. The vote of such Members not terminated shall be sufficient to take such actions under this Section even if such Membership Interest is less than a Majority Interest;
(v) changing the name of the Company or any of its Subsidiaries;
(vi) instituting litigation, arbitration, or similar proceedings against Persons other than any Member or any Affiliate of any Member at a cost to the Company which could reasonably be expected to exceed $250,000;
(vii) making draws under any credit agreement, indenture or similar agreement approved in accordance with the terms of Section 7.2(a)(iii)(A), for the purpose of funding authorized transactions with an approved cost to the Company of more than $15,000,000;
(viii) utilizing other than for company purposes, acquiring or disposing of any asset of the Company or its Subsidiaries, having a then existing fair market value or GAAP net book value (after deducting accumulated depreciation, depletion, amortization and impairment) of more than $15,000,000;
(ix) authorizing a transaction which involves acquiring, constructing or otherwise obtaining any pipeline, lateral or extension, including any Lateral, or any compression, expansion or other significant facilities, which could reasonably be expected to have a cost to the Company or any Subsidiary of more than $15,000,000;
(x) authorizing a transaction involving a lease or similar arrangement which either (A) involves an asset with a fair market value of more than $15,000,000 or (B) could reasonably be expected to result in payments of more than $15,000,000;
(xi) authorizing any transaction or any amendment thereto, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service involving the Company or any of its Subsidiaries and any Member or any Affiliate of any Member (which transaction, once approved by all of the Members, shall be presumed to be fair to the Company); and
(xii) authorizing material transactions the nature of which are not in the ordinary course of business;
(xiii) permitting the merger, consolidation, or participation in a share exchange or other statutory reorganization with, or sale of all or substantially all of the assets of Manta Ray, Nautilus or the Company to, or the sale or other transfer or alienation (other than granting a lien or other Security Interests) of any interest in Manta Ray or Nautilus to, any Person;
(xiv) approving the operating and capital expenditure budgets of the Company or any of its Subsidiaries covering the period from the date hereof until the first anniversary of such date;
(xv) approving any cash reserve applicable to distributions of cash and other property as provided in Sections 5.3, 5.5 and 5.6, to the extent such cash reserve (A) relates to acquiring, constructing or otherwise obtaining (including, without limitation, pursuant to a lease or similar arrangement approved in accordance with Section 7.2(b)(x)) any pipeline, lateral or extension, including any Lateral, or any compression, expansion or other significant facilities and (B) exceeds, at any one time, $15,000,000;
(xvi) hiring any employees of the Company;
(xvii) admitting any new Member to any Subsidiary of the Company; and
(xviii) actions for which this Agreement otherwise expressly requires unanimous approval, including, without limitation, any of the actions set forth in Sections 3.10 (creation of additional Membership Interests), 3.14 (Resignation), 4.2 (subsequent Capital Contributions), 5.6 (distribution of Initial Capital Contributions), 12.1(a) (Dissolution and Liquidation) and 13.2 (Amendments).
Appears in 1 contract
Sources: Limited Liability Company Agreement (El Paso Energy Partners Lp)