Common use of Manager Approval Clause in Contracts

Manager Approval. Notwithstanding any delegation of authority to an officer of the Manager pursuant to Section 3.3, and subject to the Common Members’ right to vote on certain matters described in this Agreement, the Manager shall be required to approve or disapprove all actions with respect to the Company, including but not limited to: (i) Amendment of the Certificate of Formation; (ii) Amendment of this Agreement; (iii) Merging or consolidating with any other organization or the acquisition, regardless of how structured of any other business assets or enterprise as a going concern, regardless of how any such business assets are owned or any such business enterprise is organized, whether by the Company or an Affiliate of the Company; (iv) A terminating capital transaction; (v) Dissolution of the Company; (vi) Approving any budget or strategic or business plan; (vii) Causing or permitting the Company to incur any indebtedness for borrowed money in excess of $50,000; (viii) Causing or permitting the Company to make any loan, capital expenditure, call or other contribution with respect to any Person, who or which is not a direct or indirect subsidiary Person of the Company; (ix) Making any investment in any individual, proprietorship, trust, estate, partnership, joint venture, association, company, corporation, limited liability company or other entity, regardless of the form of organization and whether organized for profit or otherwise (each a “Person” and collectively, “Persons”) or taking any action, giving any consent or casting any vote required under the terms of any stock, membership interest or equity purchase, stockholder, transfer, registration rights, operating, put or other agreement of any nature pertaining to any investment in any Person, who or which is not a direct or indirect subsidiary Person of the Company; (x) Selling, encumbering or otherwise disposing of all, or substantially all, of the assets of the Company or any of its Affiliates; (xi) Making any distributions of Company cash or other property except as specifically provided in this Agreement; (xii) Creating or authorizing any new class or series of equity, or selling, issuing, granting, or selling any additional equity of the Company; or (xiii) Filing or consenting to the filing of a petition under any federal or state bankruptcy, insolvency or reorganization act or statute.