General Member Approval Clause Samples

General Member Approval. The Company shall not take or permit to be taken any of the following actions without first having obtained the affirmative vote or written consent of all of the Members (including both Class A Members and Class B Members): (i) effect a Change of Control of the Company; provided, however, that any Change of Control of the Company effected after December 31, 2012 shall require only the vote or consent of the Class A Members; (ii) act in contravention of or in a manner not authorized by this Agreement; (iii) liquidate, dissolve or wind up the Company; (iv) file a voluntary petition or otherwise initiate proceedings to have the Company adjudicated bankrupt or insolvent, or consent to the institution of Bankruptcy or insolvency proceedings against the Company, or file a petition seeking or consenting to reorganization or relief of the Company as debtor under any applicable federal or state Law relating to Bankruptcy, insolvency, or other relief for debtors with respect to the Company, or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Company or of all or any substantial part of the properties and assets of the Company, or make any general assignment for the benefit of creditors of the Company, or admit in writing the inability of the Company to pay its debts generally as they become due or declare or effect a moratorium on the Company debt or take any action in furtherance of any such action; (v) amend or modify in any way this Agreement or the Articles (other than minor clarification changes that do not result in any adverse consequences to the Class B Members); (vi) change the purposes of the Company from the purposes stated in Section 2.6; (vii) issue or grant, or commit to issue or grant, to any Person (i) any additional Units (whether or not as Voting Units) or other securities 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; (viii) perform any act that would subject any Member to any liability to which such Member has not consented; or (ix) change the Accounting Firm or change the certified public accountant appointed to audit the annual financial statements of the Company, other than to one of the big four, in accordance with Section 7.2(c).