Common use of Board Decisions Clause in Contracts

Board Decisions. No Officer, Manager, Member or any other Person shall have the authority to bind or take any action on behalf of the Company with respect to any of the following matters unless such matter, in each case and from time to time, has been approved by the Board: (a) any Change of Control of the Company, or any sale, lease, license or other Transfer of all or substantially all of the assets or equity, as applicable, of any Subsidiary of the Company or any division or business segment of the Company or any Subsidiary of the Company that would result in proceeds to the Company or such Subsidiary, as applicable, in excess of the Board Decision Threshhold; (b) the purchase, lease or other acquisition of real property the cost of which exceeds the Board Decision Threshold; (c) the incurrence of any Indebtedness by the Company (including contractual vendor financing) in any Fiscal Year in an aggregate amount which exceeds the Board Decision Threshold; (d) the creation of any Lien on any property or assets of the Company other than (i) purchase money security interests and other Liens created or existing at the time of acquisition of an asset, but only to the extent the aggregate Indebtedness of the Company secured by all such purchase money security interests and such other Liens does not exceed at any time the Board Decision Threshold; and (ii) material mans’, mechanics’, contractors’, operators’, tax and similar Liens or charges arising in the ordinary course of business or by operation of law with respect to amounts not yet due and payable; (e) the providing of any guaranty (or other obligation that, in economic effect, is substantially equivalent to a guaranty) of any amount owed by or any obligation of any Person, but only to the extent the aggregate amount of such guaranty or other obligation exceeds the Board Decision Threshold; (f) the settlement of any claim against the Company for a settlement in excess of the Board Decision Threshold; (g) the commencement of any lawsuit, arbitration or other legal action against any Person; provided that a suit or legal action against a Member does not require Board approval unless the purpose of such action is to collect amounts due the Company from the Member or to enforce any right of the Company hereunder; provided further that any Member shall be entitled to bring a suit on behalf of itself, or on behalf of the Company as, or in the nature of, a derivative suit, against another Member; (h) the Company entering into a business or expanding the business of the Company outside the scope of the Business; (i) entering into any futures, swap or other hedging arrangements of any type, or financial derivative instruments or agreements of any type where the total potential liability exposure of the Company exceeds the Board Decision Threshold; (j) the approval of any contract or transaction between the Company and any Member or Manager or their respective Affiliates, or any amendment or modification of any such contract or transaction; (k) any removal of or designation of a successor to the TMP pursuant to Section 7.3; (l) the designation, removal or replacement of any Officer pursuant to Section 5.4 and the approval of any compensation of any Officer; (m) the filing by the Company of any petition for relief under Bankruptcy Law or any other present or future federal or state insolvency, bankruptcy or similar Law; (n) making any other decision with respect to the Company that specifically requires the approval of the Board or Members pursuant to this Agreement; (o) issuance or grant, or commitment to issue or grant, to any Person of (i) any additional Units (whether or not as Voting Units) or other security of the Company, (ii) the right to receive or subscribe for Units, or (iii) any security convertible into or exchangeable for Units or other securities of the Company that is not issued and outstanding as of the Effective Date; or (p) entering into any contract, agreement or other obligation of any nature or duration in which the aggregate financial obligation of the Company exceeds or could potentially exceed the Board Decision Threshold.