Member Consent. Except as provided in Section 6.2(b) and as otherwise expressly provided in this Agreement, the Consent of the Members shall constitute the approval by, or the authorization of, any action by or on behalf of the Company that requires a vote, consent, approval or action of or an election by the Members; provided, that, without the prior written approval of each Member adversely affected thereby, no such consent shall (a) modify the limited liability of a Member; (b) require a Member to provide funds to the Company, by loan, contribution or otherwise (or amend any of the conditions to making any loan or contribution); (c) alter the interest of any Member in Capital Accounts, Company Items, ITCs, distributions of Available Cash Flow; or (d) amend, supplement or otherwise modify Section 6.2(b), or this Section 7.2, or, in each case, any of the definitions of capitalized terms used therein.
Member Consent. By this Agreement, Employer Group makes Benefits available to persons who are eligible under Article VI. However, this Agreement shall be subject to amendment, modification or termination, in accordance with the provisions hereof, or by mutual agreement between Plan and Employer Group, without the consent or concurrence of the Members. By electing Benefits pursuant to this Agreement, or accepting Benefits hereunder, all Members legally capable of contracting, and the legal representatives of all Members incapable of contracting, agree to all terms, conditions and provisions hereof.
Member Consent. The written consent of each of CNL and Crescent. Member Loan. Any loan made by any Member or any Affiliate of a Member to the Company pursuant to Article V.
Member Consent. By this Agreement, Group makes Benefits available to Members. However, this Agreement shall be subject to amendment, modification or termination, in accordance with the provisions hereof, or by mutual agreement between Plan and Group, without the consent or concurrence of Members. By electing Benefits pursuant to this Agreement, or accepting Benefits hereunder, all Members legally capable of contracting, and the legal representatives of all Members incapable of contracting, agree to all terms, conditions and provisions hereof.
Member Consent. Any member may demand a meeting of the members to take action requiring consent of members under this chapter upon not less than 20 days' notice to each member in a record of the date and time of the meeting. Any meeting held upon member notice shall be held at the limited liability company's principal place of business if located within this state, and at the registered office if the principal place of business is not located within the state. Any action requiring the consent of members under this chapter may be taken or approved without a meeting by the written consent of the members holding the voting power required to take such action at a duly called meeting at which all members were present. A member may appoint a proxy or other agent to consent or otherwise act for the member by signing an appointing record, personally or by the member's agent.
Member Consent. The written consent of each of CNL and Woodfield. Member Loan. Any loan made by any Member or any Affiliate of a Member to the Company pursuant to Article V. Member Nonrecourse Debt. As described in Section 8.3(c). Member Nonrecourse Debt Minimum Gain. As described in Section 8.3(c).
Member Consent. The written consent of each of CNL and AHC. Member Loan. Any loan made by any Member or any Affiliate of a Member to the Company pursuant to Article 5. Member Nonrecourse Debt. As described in Section 8.3(c). Member Nonrecourse Debt Minimum Gain. As described in Section 8.3(c).
Member Consent. Member agrees to hold the Organisation, its owners and affiliates harmless from any damage, whether tangible or intangible, that may happen to the Member while using or participating in the use of any of the Membership Services. Member agrees that the Organisation offers its membership program with no guarantee of results of any kind. Member agrees that any result that occurs during their membership, whether positive or negative, are the effects of the Member’s own personal choices. Member agrees and verifies that even if they have omitted any necessary personal information, whether knowingly or unknowingly, they will hold the Organisation harmless against all liabilities from any damages that may occur to Member or others because of Member’s action or inaction.
Member Consent. Members holding a majority of the issued and outstanding Units (but excluding for such purpose the Units held by the Member proposing the Transfer or any of its Affiliates that are also Members) shall have consented in writing to such Transfer, which consent may be given or withheld in each such Member’s sole and absolute discretion. Any attempted Transfer not in compliance with any of the above conditions shall be null and void, and the LLC shall not recognize the attempted purchaser, assignee or transferee for any purpose whatsoever, and the Member attempting such Transfer shall have breached this Agreement for which the LLC and the other Members shall have all remedies available for breach of contract.
Member Consent. In accordance with applicable Laws and the Seller Operating Agreement, promptly following the execution of this Agreement, Seller shall seek and shall use its commercially reasonable efforts (a) as promptly as practicable, and in any event within 24 hours following the execution of this Agreement (the “Member Consent Delivery Period”), to obtain the Member Consent and to deliver to Buyer a copy thereof certified as correct and complete by Seller and (b) as promptly as practicable, and in any event prior to the Closing, to obtain Support Agreements executed and delivered by the remaining members of Seller. In connection with its solicitation of Support Agreements from the members of Seller, Seller shall prepare and deliver to each member of Seller an information statement regarding the Transactions, which shall be in a form reasonably acceptable to Buyer.
