Common use of Unanimous Votes Clause in Contracts

Unanimous Votes. All matters identified in this Section 2.2 shall require the affirmative vote of Board Members representing one hundred percent (100%) of the Total Votes: (a) approval of voluntary reserves described in item (b) of the definition of “Approved Reserves”; (b) issuance of any guaranty by the Company; (c) the voluntary grant of any lien or encumbrance on any Company Property other than under an approved Development Operations Contract or Other Material Company Contract; (d) approval of any decision to distribute Net Cash Flow less frequently than on a Calendar Quarter basis, or, except upon dissolution and winding up of the Company, to distribute any Company Property other than cash, or to distribute less than all Net Cash Flow pursuant to Section 7.1; (e) approval of any decision to dispose of Company Property that has a value in excess of five million dollars (US$5,000,000) in any transaction or series of related transactions; (f) any sale, merger, reorganization or consolidation of the Company or any decision to sell all or substantially all of the Company Property; (g) any voluntary dissolution, liquidation or winding up of the Company; (h) filing any documents to effect a Bankruptcy of the Company; (i) redeeming any Membership Interest in a manner that is not proportional to all outstanding Membership Interests; (j) any establishment of any subsidiary or any acquisition of any equity interests in another Person (other than investment of Company funds in publicly-traded securities); (k) confessing a judgment against the Company in connection with any threatened or pending legal action or settling any litigation or other proceeding in which the amount involved could reasonably be expected to exceed five hundred thousand dollars (US$500,000), in either case, relating to the Business; (l) the conversion of the Company to a different form of entity, changing the name of the Company or conducting the Business under a name other than the name set forth in Section 1.3, or moving the Company’s principal office from the location set forth in Section 1.10; (m) Company participation in any business or operations other than as provided in Section 1.5; (n) changing the method of accounting (other than in connection with a tax-related action or decision made by the Tax Matters Member pursuant to the authority granted herein) or outside auditors of the Company; (o) the voluntary amendment of the Certificates; (p) allowing any contribution to the capital of the Company by any Member in any form other than cash; (q) the registration of any equity or debt securities of the Company under applicable United States federal or foreign securities Laws or any public offering of equity or debt securities of the Company; (r) entering into any agreement pursuant to which the Company would be prohibited or restricted from engaging in any lawful business or activity or competing with any Person in any geographic area; (s) except with respect to a Defaulting Member, distributing any cash or Company Property in a manner that is not proportional to all outstanding Membership Interests; (t) issuing or committing to issue any additional Membership Interests or other equity or debt securities of the Company or options to acquire any such securities; (u) any incurrence, assumption or guaranty of any indebtedness for borrowed money by the Company; (v) any loan of Company funds or assets to any Person (excluding for this purpose accounts receivable on normal commercial terms); (w) except for the rights and waivers set forth in Article 8, providing any indemnification rights to any Covered Person or waiving any claims against any Person; (x) any acquisition of Oil and Gas Assets (other than Operating Assets in the ordinary course of business) that are not part of a Budgeted Acquisition for consideration in excess of five hundred thousand dollars ($US500,000) in any transaction or series of related transactions; (y) upon dissolution and winding up of the Company, the sale of Oil and Gas Assets that would otherwise be distributed in kind and distribution of cash in lieu thereof; (z) approval of any cash call to the Members pursuant to Section 5.3 for expenditures that are not made pursuant to an Annual Work Program and Budget; (aa) making any election to resign as the Joint Development Operator under the Joint Development Agreement; and (bb) approval of any decision that the Company sell, assign or otherwise transfer its ownership interest in any Company Technology.