Common use of Major Decisions; Restrictions on Authority of Manager Clause in Contracts

Major Decisions; Restrictions on Authority of Manager. The Manager shall not have the authority to, and hereby covenants and agrees that it shall not make or perform any of the following Major decisions without first having obtained the affirmative vote of a Majority of Interests of all Members: * Cause or permit the Company to engage in any activity that is not consistent with the purposes of its Business Plan and the Company as set forth in Articles 1.9 and 1.10 hereof. * File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. * Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. * Cause the Company to voluntarily take any action that would cause the detriment or bankruptcy of the Company. * Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities, and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. * Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. * Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof. The Members shall have the authority to vote on the matters provided in this Article and specifically provided elsewhere in this Agreement (see Summary of voting rights in Article 7.4).

Appears in 8 contracts

Samples: Subscription Agreement (Gilmore Homes - Gilmore Loans, LLC), Subscription Agreement (Gilmore Homes - Gilmore Loans, LLC), Subscription Agreement (Gilmore Homes - Gilmore Loans, LLC)

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Major Decisions; Restrictions on Authority of Manager. The Manager shall not have the authority to, and hereby covenants and agrees that it shall not make or perform any of the following Major decisions Decisions without first having obtained the affirmative vote of a Majority of Interests of all Members: * · Cause or permit the Company to engage in any activity that is not consistent with the purposes of its Business Plan and the Company as set forth in Articles 1.9 and 1.10 hereof. * · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. * · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. * · Cause the Company to voluntarily take any action that would cause the detriment or a bankruptcy of the Company. * · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities, securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. * Tulsa Real Estate Fund, LLC 12 Company Agreement · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. * · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof. The Members shall have the authority to vote on the matters provided in this Article and specifically provided elsewhere in this Agreement (see Summary of voting rights in Article 7.4).

Appears in 5 contracts

Samples: Company Agreement (Tulsa Real Estate Fund, LLC), Company Agreement (Tulsa Real Estate Fund, LLC), Company Agreement (Tulsa Real Estate Fund, LLC)

Major Decisions; Restrictions on Authority of Manager. The Manager shall not have the authority to, and hereby covenants and agrees that it shall not make or perform any of the following Major decisions Decisions without first having obtained the affirmative vote of a Majority of Interests of all Members: * · Cause or permit the Company to engage in any activity that is not consistent with the purposes of its Business Plan and the Company as set forth in Articles 1.9 and 1.10 hereof. * · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. * · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. * · Cause the Company to voluntarily take any action that would cause the detriment or a bankruptcy of the Company. * · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities, securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. * · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. * · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof. The Members shall have the authority to vote on the matters provided in this Article and specifically provided elsewhere in this Agreement (see Summary of voting rights in Article 7.4).. Paradyme Equities, LLC 12 Company Agreement

Appears in 4 contracts

Samples: Company Agreement (Paradyme Equities, LLC), Company Agreement (Paradyme Equities, LLC), Company Agreement (Paradyme Equities, LLC)

Major Decisions; Restrictions on Authority of Manager. The Manager shall not have the authority to, and hereby covenants and agrees that it shall not make or perform any of the following Major decisions Decisions without first having obtained the affirmative vote of a Majority of Interests of all Members: * · Cause or permit the Company to engage in any activity that is not consistent with the purposes of its Business Plan and the Company as set forth in Articles 1.9 and 1.10 hereof. * · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. * · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. * · Cause the Company to voluntarily take any action that would cause the detriment or a bankruptcy of the Company. * · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities, securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. * · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. * · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof. The Members shall have the authority to vote on the matters provided in this Article and specifically provided elsewhere in this Agreement (see Summary of voting rights in Article 7.4).

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Mission First Capital LLC), Limited Liabiltiy Company Agreement (Mission First Capital LLC), Limited Liabiltiy Company Agreement (Mission First Capital LLC)

Major Decisions; Restrictions on Authority of Manager. The Manager shall not have the authority to, and hereby covenants and agrees that it shall not make or perform any of the following Major decisions Decisions without first having obtained the affirmative vote of a Majority of Interests of all Members: * · Cause or permit the Company to engage in any activity that is not consistent with the purposes of its Business Plan and the Company as set forth in Articles 1.9 and 1.10 hereof. * · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. * Paradyme Equities, LLC 12 Company Agreement · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. * · Cause the Company to voluntarily take any action that would cause the detriment or a bankruptcy of the Company. * · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities, securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. * · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. * · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof. The Members shall have the authority to vote on the matters provided in this Article and specifically provided elsewhere in this Agreement (see Summary of voting rights in Article 7.4).

Appears in 2 contracts

Samples: Company Agreement (Paradyme Equities, LLC), Company Agreement (Paradyme Equities, LLC)

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Major Decisions; Restrictions on Authority of Manager. The Manager shall not have the authority to, and hereby covenants and agrees that it shall not make or perform any of the following Major decisions Decisions without first having obtained the affirmative vote of a Majority of Interests of all Members: * · Cause or permit the Company to engage in any activity that is not consistent with the purposes of its Business Plan and the Company as set forth in Articles 1.9 and 1.10 hereof. * · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. * · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. * · Cause the Company to voluntarily take any action that would cause the detriment or a bankruptcy of the Company. * · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities, securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. * · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. * · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof. The Members shall have the authority to vote on the matters provided in this Article and specifically provided elsewhere in this Agreement (see Summary of voting rights in Article 7.4).. Paradyme Equities, LLC Company Agreement

Appears in 1 contract

Samples: Company Agreement (Paradyme Equities, LLC)

Major Decisions; Restrictions on Authority of Manager. The Manager shall not have the authority to, and hereby covenants and agrees that it shall not make or perform any of the following Major decisions Decisions without first having obtained the affirmative vote of a Majority of Interests of all Members: * Cause or permit the Company to engage in any activity that is not consistent with the purposes of its Business Plan and the Company as set forth in Articles 1.9 and 1.10 hereof. * File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. * Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. * Cause the Company to voluntarily take any action that would cause the detriment or a bankruptcy of the Company. * Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities, securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. * Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. * Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof. The Members shall have the authority to vote on the matters provided in this Article and specifically provided elsewhere in this Agreement (see Summary of voting rights in Article 7.4).Article

Appears in 1 contract

Samples: Operating Agreement

Major Decisions; Restrictions on Authority of Manager. The Manager shall not have the authority to, and hereby covenants and agrees that it shall not make or perform any of the following Major decisions Decisions without first having obtained the affirmative vote of a Majority of Interests of all Members: * Tulsa Real Estate Fund, LLC 11 Company Agreement · Cause or permit the Company to engage in any activity that is not consistent with the purposes of its Business Plan and the Company as set forth in Articles 1.9 and 1.10 hereof. * · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. * · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. * · Cause the Company to voluntarily take any action that would cause the detriment or a bankruptcy of the Company. * · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities, securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. * · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. * · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof. The Members shall have the authority to vote on the matters provided in this Article and specifically provided elsewhere in this Agreement (see Summary of voting rights in Article 7.4).

Appears in 1 contract

Samples: Company Agreement (Tulsa Real Estate Fund, LLC)

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