Common use of GS Approval Clause in Contracts

GS Approval. In addition to the actions requiring prior Member approval pursuant to Section 6.1(a), for so long as any Class B Units remain outstanding, neither the Company nor any Member shall take or permit to be taken any of the following actions without first having obtained the written consent of all of the Class B Members: (i) engage in any transaction or series of related transactions with Affiliates of the Company; provided, however, that the Company and its Subsidiaries may continue to perform in accordance with agreements with Affiliates of the Company that are in existence on the Effective Date and described in Schedule 6.11(a); (ii) consummate a Liquidation Event (other than a transaction or series of related transactions that constitutes a Change of Control of the Company, but to which the Company is not a party) that does not involve payment to the Members holding Class B Units of the entire remaining amount, if any, of the Unrecovered Investment Balance after giving effect to such Liquidation Event; (iii) settle any material civil litigation or settle any criminal proceeding; (iv) materially change the business of the Company; (v) acquire equity or assets of another Person in a transaction or transactions involving, individually or in the aggregate, more than twenty-five percent (25%) of the Distributable Cash for the year in which such acquisition occurs; (vi) the Company or any Subsidiary of the Company incurring any Indebtedness, other than Indebtedness incurred to the Company or a Subsidiary of the Company, if the Unrecovered Investment Balance at the time of such incurrence (pro forma for any Distributions made out of such Indebtedness) has not been reduced to zero (0) and is greater than the Projected Investment Value; (vii) sell, lease, license or otherwise Transfer (other than a pledge, grant of security interest, or similar encumbrance in connection with an incurrence of Indebtedness that does not require the written consent of all Class B Members pursuant to clause (vi) above) 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, except in connection with any monetization transaction in connection with the Business of the Company, and except for transfers of assets from the Company or any Subsidiary of the Company to any Subsidiary of the Company or the Company in connection with the development of Facilities in the ordinary course of the Company’s Business; (viii) adjust the sharing ratio of any member of any Subsidiary of the Company; (ix) make, or permit any member of any Subsidiary of the Company to make, a capital contribution to any Subsidiary of the Company, other than capital contributions (1) made pro rata in accordance with the capital accounts of the members of such Subsidiary as of the Effective Date and (2) not in excess of $5,000 per Subsidiary per year for general corporate purposes or the development of Facilities in the ordinary course of the Company’s Business in amounts determined in good faith as reasonably necessary for such development; (x) amend or modify in any way the operating agreement or articles of organization of any Subsidiary of the Company, but only if such amendment or modification has a negative effect on the economic or voting rights of the Company with respect to such Subsidiary; or (xi) a NexGen Change of Control on or before December 31, 2012.