Common use of Power of the Board Clause in Contracts

Power of the Board. Subject to the right and obligation of the Company to, and the right and obligation of the Operator or the Officers to cause, commit or permit the Company to, take actions in accordance with any Development Budget, Annual Budget or contract or obligation previously approved by the Required Consent, including, but not limited to the Transaction Agreements, the Company shall not, and neither of the Members acting individually, nor the Operator, the Officers nor any Director acting individually shall cause, commit or permit the Company to, do any of the following without the consent of the Board by Required Consent: (a) Approve or amend the construction and development budget for Phase I and Phase II of the ELC Facilities (“Development Budget”). Such Development Budget will include a monthly cash flow schedule to allow Members to prepare in advance as to when funding will be required. In addition, such Development Budget will include an initial amount of capital necessary during the front end engineering and design process which will correlate to the FERC pre-filing timeframe up to the start of construction; (b) For the post-Interim period, subject to Section 4.4(b), approve the annual operating and capital expenditure budgets of the Company (“Annual Budgets”) and any amendments, revisions, waivers or exceptions to the items approved in the Annual Budgets which would affect the Annual Budgets by increasing them or by deleting any items that were approved in the Annual Budgets by an amount, on a category by category basis (as set forth in the Annual Budget), ***. The Annual Budget will include a monthly cash flow schedule to allow Members to prepare in advance as to when funding will be required; (i) acquire any interest in any or all of the assets of any other entity or business enterprise, (ii) the organization of, or participation in, any joint venture or similar entity, (iii) any change in the nature of the Company’s business or purpose, (iv) the formation of any Subsidiaries of the Company; (v) the use of any property or Assets of Company for a reason other than to conduct the Company’s business or to satisfy the business purpose of Company or its Subsidiaries; (vi) any transaction the nature of which is not in the ordinary course of business; (vii) any sale, lease, exchange, transfer, mortgage, pledge, assignment or other disposition of any properties or assets of Company or any Subsidiary; (viii) the purchase or acquisition of any new or incremental real property or assets not otherwise contemplated in the Development Budget or Annual Budgets; (ix) any reorganization, merger, share exchange, consolidation, business combination or other statutory reorganization or similar transaction, with or without consideration, involving the Company or any of its Subsidiaries or substantially all of the assets of the Company or any Subsidiary of the Company, (x) the liquidation, termination or dissolution of the Company or any of its Subsidiaries, except as provided in Section 8.2, (xi) the filing by the Company or any of its Subsidiaries of any voluntary petition in bankruptcy or insolvency, seeking or consenting to the appointment of a receiver, liquidator, trustee or similar official, or the assignment of any assets in trust for the benefit of creditors, in any such case with respect to the Company or any of its Subsidiaries, or (xii) the expansion of the ELC Facilities, beyond the facilities described in Schedule 3; (d) (i) incurrence or assumption by the Company or any of its Subsidiaries of any indebtedness, loan or other obligation for borrowed money, including any increase in borrowing pursuant to any line of credit or a revolving loan, including capital leases, (ii) the granting of any security interest or pledge in the assets of the Company or any of its Subsidiaries, or (iii) the guaranty by the Company or any of its Subsidiaries of any indebtedness, loan or other obligation; (e) authorize, declaration or payment of distributions of any kind, except as provided in Section 6.4, including, but not limited to any non-cash distributions; (f) increase or reduce the Capital Account of any Member other than as expressly provided in this Agreement; (g) adopt or change any key policy of the Company, such as the Company’s Policies related to business principles, HSSE, Treasury matters and Risk Management and the Company’s accounting policy, tax policy, risk and insurance policy and distribution policy, except as provided in Section 6.4; (h) enter into any contract, agreement, transaction or other undertaking involving the Company or its Subsidiaries with a value of more than *** in any one year or in the aggregate over the term of the contract, agreement, transaction or other undertaking, or the modification of any material term of any such contract, agreement, transaction or undertaking approved by the Board, including, without limitation, modifications of payment terms, extensions and cancellations, an expansion of the ELC Facilities or the rendering of any service, involving the Company or any of its Subsidiaries unless such action is approved by the Board as a part of the Development Budget or Annual Budget or otherwise; (i) incur capital expenditures and investments (including capitalized leases) in the aggregate in excess of *** annually for items not included in the Development Budget or Annual Budget; (j) (i) admit any Person as a Member in the Company, other than as provided in Section 7 below; (ii) the issuance, sale, transfer, redemption, purchase, repurchase or other acquisition of any equity interests or securities representing equity interests in the Company or any Subsidiary of the Company, other than a Membership Interest the terms and conditions of which Transfer are set forth below in Section 7.1; (iii) the granting of any option or right to acquire any equity interests of the Company or any Subsidiary of the Company; (iv) once authorized, any increase or decrease in the authorized equity interests or securities of the Company or any Subsidiary of the Company; (k) approve the execution of, assignment of, and any amendment to, termination of (other than by expiration of the term thereof) or waiver of the Related Agreements or any provision thereof; (l) change the name of Company; (m) any act in contravention of the Act; (n) make any change to material accounting policies applicable to the Company; (o) engage attorneys, accountants, auditors and other advisors and consultants on behalf of the Company where the individual engagement of an attorney, accountant or other advisor or consultant is initially expected to exceed one hundred thousand dollars ($100,000) unless such engagement has been approved by the Board in the Annual Budget; (p) consent or waiver of any conflict of interest by an attorney, accountant or other advisor or consultant representing the Company; (q) initiate litigation or arbitration proceedings or other claims or causes of action in court or with any Governmental Authority or settling claims or causes of action asserted in litigation, or an arbitration proceeding or with any Governmental Authority; (r) ▇▇▇▇▇▇ claims on behalf of the Company, whether as a plaintiff or defendant; (s) require a Capital Contribution other than as provided for under Section 6.1 below; (t) open or closing any bank accounts for the Company; (u) establish procedures related to or contract for the purchase of liability and other insurance described in Exhibit B to protect the Company or its business or assets; (v) permit LNG to be delivered to any third party or customer other than SNALNG under the LSA or other than SLNG for purposes of boil off gas recycling or replenishing of the Heel;