Major Decisions Clause Samples
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Major Decisions. Notwithstanding any other provisions of this Agreement, the Company and/or the Managing Member may not, without the approval of the Non-Managing Member of the Company take any of the following actions or cause Mezz LLC or Property Owner to take any of the following actions (each, a “Major Decision”):
(i) borrow money (whether on a secured or unsecured basis, and whether senior, on par or subordinate to the Loans, but excluding trade debt or amend the terms and conditions of any financing of the Company or any of its Subsidiaries, including the Loans, in any material respect or make elections with respect to interest periods, interest rates or other material provisions under any such financing;
(ii) lend money (whether on a secured or unsecured basis, but excluding trade debt);
(iii) grant any mortgage, security interest or any other lien on any Property or any other assets of the Company or any of its Subsidiaries;;
(iv) subject all or any part of any Property to a condominium statute or convert any Property to condominium or cooperative form of ownership;
(v) except as otherwise provided herein, sell all or any portion of any Property;
(vi) seek or consent to any change in the zoning or other land use regulations affecting any Property or any permits or approvals granted thereunder if such change will materially adversely affect the value of the Property or the rights, interests or obligations of the parties under this Agreement;
(vii) rebuild or reconstruct the improvements on the Property if they are substantially damaged by a fire or other casualty, except to the extent the Company or any of its Subsidiaries is required to do so pursuant to the Loan Documents or except to the extent that the cost to rebuild or reconstruct the improvements is less than $1,000,000;
(viii) acquire any real property (other than the Property), any direct or indirect interest in real property, or any interest in any Person other than the Subsidiaries;
(ix) adopt the annual operating budget of the Company and its Subsidiaries, which must be submitted to the Non-Managing Member for its Approval by November 30 of the preceding year (each such annual budget, as Approved, an “Approved Budget”);
(x) incur any single capital expenditure in excess of $50,000, other than capital expenditures which are (i) set forth in an Approved Budget, or (ii) otherwise specifically Approved by the Non-Managing Member;
(xi) assign, transfer, pledge, compromise or release any of the claims of or deb...
Major Decisions. (a) In addition to any other approval required by Applicable Laws or this Agreement, Major Decisions are reserved to the Members, and none of the Company, the Managing Member, or any officer thereof shall do or take or make or approve any Major Decisions without the vote required pursuant to Section 8.3(b) below.
(b) Other than the Major Decisions referred to in clause (bb) of the definition of the term “Major Decisions” which shall require the approval of all Members, in the Pre-Flip Period the affirmative vote, consent or approval of a majority of the holders of the Class A Membership Interests and a majority of the holders of the Class B Membership Interests shall be required to authorize or approve a Major Decision, and, after the Flip Date, consent or approval of holders of a majority of the voting rights related to all outstanding Membership Interests shall be required to authorize or approve such Major Decision (the percentage applicable at the time a Major Decision will be made is referred to herein as a “Required Majority Vote”). Except as otherwise expressly provided in this Agreement, no separate vote, consent or approval of either Class A Member, acting as a class, or Class B Members, acting as a class, shall be required to authorize or approve any matter for which a vote, consent or approval of Members is required under this Agreement.
(c) The decision of each Member as to whether or not to consent to any Major Decision shall be in the sole discretion of such Member. A request for consent shall be sent by the Managing Member to each Member as provided in Section 11.1.
(d) Notwithstanding anything to the contrary in this Agreement, if and to the extent the Managing Member fails to enforce the rights of the Company under any agreement between the Company, on the one hand, and MSA Provider, Developer, Sponsor, Managing Member, or any of their Affiliates (the “Sponsor Related Parties”), on the other hand, each Class A Member shall have the right to enforce such rights (but only such rights) on behalf and in the name of the Company, if the Managing Member has not commenced and thereafter continued proper enforcement actions within fifteen (15) Business Days (or earlier to the extent required to preserve the rights and remedies of the Company under any such agreement) after written notice from a Class A Member specifying such failure.
Major Decisions. Notwithstanding anything to the contrary in this Agreement, the Company shall not, and shall not permit its Subsidiaries to, and no Member shall take any action to permit or cause the Company or its Subsidiaries to, directly or indirectly (whether by merger, consolidation or otherwise), enter into or effectuate any of the following actions (each, except to the extent such action is required to be taken under Applicable Overriding Law and no alternatives to the taking of such action exist under applicable Law, a “Major Decision”), in each case, without the prior affirmative vote of a majority of the Managers constituting the entire Board at such time at a duly convened meeting at which a quorum is present or pursuant to a unanimous written consent, in each case, in accordance with Section 6.7, and (i) in the case of the items marked in their title “Manager Matter,” which majority of the Board shall include at least one New Investor Designee, (ii) in the case of the items marked in their title “Investor 4.9% Matter,” the affirmative prior written consent of each Investor 4.9% Member, and (iii) in the case of the items marked in their title “Investor Matter,” the affirmative prior written consent of each Investor Member; provided that with respect to any item that requires the consent of an Investor Member and is a Major Decision solely because it adversely affects an Investor Member in a manner different from another Person, only the consent of the adversely affected Investor Member shall be required for such item under this Section 7.1:
(a) Affiliate Transactions (Investor 4.9% Matter): Any new transactions, contracts or agreements (and any amendments, restatements, modifications or changes to any existing transactions contracts or agreements) (i) between the Company or any Subsidiary of the Company, on the one hand, and any Member or any Affiliate of a Member (other than the Company and its Subsidiaries), on the other hand or (ii) between the Company or any Subsidiary of the Company and any third party, the benefits of which accrue to any Member or any Affiliate of a Member (other than the Company and its Subsidiaries) other than in its capacity as a Member of the Company (each, an “Affiliate Transaction”) other than Affiliate Transactions entered into on terms that, are no less favorable in the aggregate to the Company (or the relevant Subsidiary party) than reasonably would be obtainable from an unaffiliated third party and which involve revenues or expe...
Major Decisions. The Borrower shall promptly, but in no event later than five (5) Business Days prior to any vote or approval in respect of a Major Decision, deliver, or cause to be delivered, to the Administrative Agent written notice describing the issue to be decided by vote or approved together with copies of all correspondence received and sent with respect to that Major Decision.
Major Decisions any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of the REO Property) of the ownership of the Property or the exercise of any other remedies with respect to the Loan;
Major Decisions. (A) Subject to Section 7.3(D) with respect to the Company, all major decisions of the Company set forth below in clauses (A)(1) through (A)(5) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and Sub-advisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been delegated to the Sub-advisor pursuant to this Agreement. Major Decisions shall consist of the following:
(1) Retention of investment banks for the Company;
(2) Marketing methods for the Company’s sale of Shares;
(3) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares;
(4) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and
(5) Merging or otherwise engaging in any change of control transaction for the Company.
(B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day period beginning with the delivery of notice of the proposed action to the other Party. If, after the expiration of the above-referenced five-business day period, the Parties still do not agree as to the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision to the Board of Directors for review and approval within an additional five-business day period.
(C) Intentionally omitted
(D) Notwithstanding the provisions of this Section 7.3 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direc...
Major Decisions. Notwithstanding Sections 7,2 and 7.6, the Managing Member, on behalf of the Company, may not enter into or conduct any of the following transactions (“Major Decisions”) without the majority consent of the Board of Managers:
(a) admit a Person as a Member except as provided in this Agreement;
(b) change the status of the Company from one in which management of the Company is vested in managers to one in which management of the Company is vested in the members and vice versa;
(c) assign the Company’s property in trust for creditors or on the assignee’s promise to pay the Debts of the Company;
(d) select, retain or employ any attorneys or legal advisors to institute or defend any claims, litigation or other legal proceeding brought by or brought on behalf of or against the Company, in which the amount in controversy exceeds $250,000.00;
(e) institute or settle any litigation, arbitration or other legal proceeding by or on behalf of the Company, or confess a judgment against the Company, in which the amount in controversy exceeds $250,000.00, except that the Managing Member, without consent of the Board of Managers, may negotiate and settle disputes on behalf of the Company with the Mine Safety and Health Administration (MSHA), with authority to commit the Company to pay any associated fines, costs or other liabilities in an aggregate amount of $1,000,000.00 in any given Fiscal Year;
(f) sell, convey, lease, assign, exchange or otherwise dispose of any real property or any combination thereof or any other material asset of the Company with a fair market value in excess of $250,000.00 in the aggregate during any Fiscal Year without consent of the Board of Managers, provided, however, that the Managing Member shall have the authority to sell, transfer, dispose, abandon or lease any movable equipment in the ordinary course of business which are no longer necessary or required in the conduct of the Company’s business;
(g) borrow money in the name of the Company in excess of $250,000.00 in the aggregate during any Fiscal Year which is not included within the approved Project Budget for that Fiscal Year or issue evidences of indebtedness of the Company, or refinance, recast, modify or extend the same, or secure the same by mortgage, deed of trust, pledge or other Lien;
(h) commit to make, or make, any expenditure (including Capital Expenditures) in excess of $250,000.00 in the aggregate during any Fiscal Year which is not included within the approved Project Budget ...
Major Decisions. The “Major Decisions”, with respect to the Venture or any Subsidiary, shall be:
(a) make any voluntary petition in bankruptcy or reorganization or institute any other type of bankruptcy, reorganization or insolvency proceeding with respect to the Venture or any Subsidiary, consent to the institution of involuntary bankruptcy, reorganization or insolvency proceedings with respect to the Venture or any Subsidiary, cause the Venture or any Subsidiary to admit in writing its inability to pay its debts generally as they become due or cause the Venture or any Subsidiary to make a general assignment for the benefit of its creditors;
(b) cause the Venture or any Subsidiary to take any action that would trigger liability under any Guaranty or other recourse or personal liability to the Formation Member or an Affiliate of the Formation Member;
(c) admit additional or substitute Members to the Venture except in accordance with the provisions of Article 9 or admit any additional partners or members (other than the Venture or any other Subsidiary) into any Subsidiary;
(d) merge or consolidate the Venture or any Subsidiary with any other Person or enter into any joint venture or similar relationship with, or acquiring any interest in, any corporation, limited liability company, partnership, association or other business organization by the Venture or any Subsidiary;
(e) cause the Venture or any Subsidiary to enter into or terminate any Affiliate Agreement or any amendment or modification to an Affiliate Agreement or waive any material right under any Affiliate Agreement;
(f) except as otherwise provided in Article 10, the direct or indirect sale or other disposition of all or any material portion of any Property, Subsidiary or any other material Venture Assets or the entering into any binding agreement to do so;
(g) cause the Venture or any Subsidiary to acquire any additional Property or enter into any agreement to acquire any additional Property or any amendment or modification thereto or waive any material right thereunder;
(h) approve or consummate any financing, refinancing or mortgaging of any Property or other material Venture Asset, or otherwise incur or modify or guaranty indebtedness of the Venture or any Subsidiary (including, without limitation, any mezzanine indebtedness), or place any encumbrance or title condition on any Property or other material Venture Asset (including the Venture’s ownership interests in any Subsidiary) or modifying any existing encum...
Major Decisions. Notwithstanding anything to the contrary, express or implied, any of the following actions or transaction (each a “Major Decision”) shall not be consummated by the Investment Manager or any general partner of any Included Entity which is Affiliated with the Investment Manager, by or on behalf of any such Included Entity or any Investment Account Assets of such Included Entity, unless and until the Investment Manager or such general partner receives the affirmative vote or consent of either the Company or the Company’s designee on the Investment Committee of the Investment Manager:
(i) any change in control of the Investment Manager such that ▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇ together, with their respective trusts, no longer control the Investment Manager, except that changes made for estate planning purposes shall not violate this provision;
(ii) any material and unilateral amendment or modification to, or restatement of, this Management Agreement or the Organizational Documents of the Included Entities;
(iii) the sale or issuance of any additional equity of in any of the Included Entities; it being understood that, except as provided in Section 9(c) below, nothing shall prevent the Investment Manager from raising assets for new or other Stillwater products, projects, investment funds or ventures;
(iv) the incurrence of outstanding indebtedness by any one or more Included Entity in an amount exceeding 50% of the Net Asset Value of such Included Entity at the time of the inception of such leverage;
(v) the acquisition by any Included Entity of the securities or assets of any other Person outside of the ordinary course of business (excluding any acquisitions of assets or securities permitted under the Investment Guidelines);
(vi) the taking of any steps to wind-up, dissolve or terminate the existence of any of the Included Entities still in existence, or the commencement of any voluntary Insolvency Event in relation to any of such Included Entities or the Investment Manager;
(vii) the amalgamation, merger, reorganization or consolidation of any Included Entity or the sale, lease, assignment, lending, giving, licensing, transfer or otherwise disposing of all or substantially all of the assets of any Included Entity or any Subsidiary thereof;
(viii) engaging or terminating the services of the independent accountants engaged to prepare financial statements for the Included Entities or audit the financial statements of any of the Included Entities;
(ix) entering into...
Major Decisions. Except as may be specifically contemplated in the Project Agreement and any Material Agreement, notwithstanding any other provision of this Agreement or the Act:
(i) no obligation of the Corporation shall be entered into;
(ii) no decision shall be made; and
(iii) no action taken by or with respect to the Corporation, in connection with the Major Decisions without the written approval of OSEG and the City in accordance with Schedule 3.10 (Major Decisions).