Consent of Managing Member Sample Clauses

Consent of Managing Member. No Member other than the Managing Member shall Transfer any portion of its Units to any transferee without the prior written consent of the Managing Member unless the Transfer is a Related Party Transfer and all the conditions in this Section 7.2 are satisfied.
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Consent of Managing Member. No Non-Managing Members shall have the right to substitute a transferee as a Non-Managing Member in its place (including any transferees permitted by Section 11.3). The Managing Member shall, however, have the right to consent to the admission of a transferee of the interest of a Non-Managing Member pursuant to this Section 11.4 as a Substituted Non-Managing Member, which consent may be given or withheld by the Managing Member in its sole and absolute discretion. The Managing Member’s failure or refusal to permit a transferee of any such interests to become a Substituted Non-Managing Member shall not give rise to any cause of action against the Company, the Managing Member or any Member. The Managing Member hereby grants its consent to the admission as a Substituted Non-Managing Member to any bona fide financial institution that loans money or otherwise extends credit to a holder of Membership Units and thereafter becomes the owner of such Membership Units pursuant to the exercise by such financial institution of its rights under a pledge of such Membership Units granted in connection with such loan or extension of credit.
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Consent of Managing Member. The Managing Member hereby consents to the sale and transfer of the Units by the Transferor pursuant to Section 7.8 of the Limited Liability Operating Agreement of APM Disc, effective as of October 22, 2010 and made and entered into as of January 19, 2011 (the “APM Disc Operating Agreement”), by and among the Managing Member, the Transferor and the other members listed in Exhibit A thereto.
Sample 1
Consent of Managing Member. Pursuant to Section 9.01 of the Amended and Restated Operating Agreement of Holdings (as the same may be amended from time to time in accordance with the terms thereof, the “Holdings LLC Agreement”), the Company hereby consents, as Managing Member of Holdings, to the Transfer (as defined in the Holdings LLC Agreement) of the Purchased Units to the Company pursuant to this Agreement.
Sample 1

Related to Consent of Managing Member

  • Consent of Members Each Member hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Members, such action may be so taken upon the concurrence of less than all of the Members and each Member shall be bound by the results of such action.

  • Replacement of Manager If at any time after any Action is brought the Manager settles the Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters (whether or not such settlement complies with Section 9.7 hereof), the Manager will, at such time, for purposes of Sections 9.3, 9.4, 9.5, 9.6, and 9.7 hereof, cease to be the Manager. The non-settling Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such non-settling Underwriters, select a new Manager, which will become the new “Manager” for all purposes of Sections 9.3, 9.4., 9.5, 9.6, and 9.7 hereof as well as this section; provided that the non-settling Underwriter(s) with the largest Underwriting Percentage will act as Manager until such vote occurs and a new Manager is selected. 4 Notwithstanding such a settlement, the Manager and the other settling Underwriters will remain obligated to the non-settling Underwriters to assist and cooperate fully, in good faith, and at their own expense, in the defense of any Actions, including, without limitation, by providing, upon reasonable request of any non-settling Underwriter, and without the necessity of court process, access to or copies of all relevant records, and reasonable access to all witnesses under control of the Manager or the other settling Underwriters, for the purpose of interviews, depositions, and testimony at trial, subject in each case to the applicable legal and procedural obligations of such Manager and such other settling Underwriter. In addition, if at any time, the Manager is unwilling or unable for any reason to assume or discharge its duties as Manager under the applicable AAU, whether resulting from its insolvency (voluntary or involuntary), resignation or otherwise, to the extent permitted by applicable law, the remaining Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such Underwriters, be entitled to select a new Manager, which will become the new Manager for all purposes under this Agreement. 5 Notwithstanding the foregoing, a Manager replaced pursuant to this Section 9.9 shall continue to benefit from and be subject to all other terms and conditions of this Agreement applicable to an Underwriter.

  • Consent of Partners Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner shall be bound by the results of such action.

  • Engagement of Manager Commencing on the Effective Date, the Owner hereby appoints, retains and authorizes the Manager, and the Manager hereby accepts and agrees, to perform the Management Services and Operating Services (collectively, the “Services”) during the Term at all times in accordance with the terms and conditions set forth in this Agreement.

  • Appointment of Manager Owner hereby engages and retains Manager as the manager and as tenant coordinating agent of the Properties, and Manager hereby accepts such appointment on the terms and conditions hereinafter set forth; it being understood that this Management Agreement shall cause Manager to be, at law, Owner’s agent upon the terms contained herein.

  • Board of Managers Section 3.01

  • Appointment of Managers With effect from the day and year stated in Box 4 and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the Managers of the Vessel.

  • Removal of Manager At any time there is more than one Member, the Members, at any time and from time to time and for any reason, by action of Members holding in the aggregate 51% of the total Percentage Interests, may remove the Manager then acting and elect a new Manager.

  • Removal of Managers At any special meeting of the Members, duly called as provided in this LLC Agreement, any manager or managers may, by the affirmative vote of the holders of a majority of all the Percentage Ownership entitled to vote for the election of managers, be removed from office, either with or without cause. At such meeting a successor or successors may be elected by a majority of the votes cast.

  • Restrictions on chartering, appointment of managers etc No Borrower shall, in relation to the Ship owned by it:

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