Common use of Special Resolutions Clause in Contracts

Special Resolutions. Notwithstanding the foregoing. all actions of the Company with respect to the following matters unless expressly delegated to the Board of Managers by both Members in writing may be adopted only upon the prior written approval of both Members: (i) admission of any person as a Member (whether by way of subscription or transfer) or creation of any new Membership Interest other than as permitted by Sections 13. 14 or 16.5(c); (ii) any change to the Certificate or this Agreement; (iii) any distribution in cash or in specie except to settle any tax liability properly incurred by any Member as a result of that Member’s Membership in the Company except as provided for in Section 12.4 and whether out of income capital or reserves except as provided by Section 15; (iv) approval of the Business Plan or any material alteration to the Business Plan or any material change to the nature of the Business; (v) incurrence of any indebtedness except as provided in the Business Plan or any increase in the total amount of its bank borrowings to a figure greater than that provided in the Business Plan; (vi) creation or issuance of any fixed or floating charge. debenture. lien (other liens arising by operation of law or in the ordinary course of business) mortgage. encumbrance or security over all undertaking. business. property or assets (tangible or intangible) of the Company. except for the purpose of securing the indebtedness of the Company or any Subsidiary to its bankers for sums approved in the Business Plan borrowed in the ordinary and proper course of business; (vii) any loan or advance or credit (other than normal trade credit). except for the purpose of making deposits with bankers which shall be repayable upon the giving of no more (than seven (7) days’ notice and except for any loan provided for in the Business Plan: (viii) any guarantee, indemnity or security in each case to secure the liabilities or obligations of any person other than (he Company or any Subsidiary except for such indemnities, guarantees or security approved in the Business Plan and except for such indemnities and security which may be given in the ordinary course of business; (ix) establishment, cancellation, or variation of, the terms of any pension, retirement, profit sharing, share option, profit related, bonus or incentive plan of the Company; (x) except as approved or as provided in the Business Plan, any sale, transfer, lease, assignment, or disposal of any interest in, all or any material part of the undertaking, business, property or assets (tangible or intangible) of the Company (whether by a single transaction or a series of transactions) or any contract to do so; (xi) any acquisition, or entry into any contract to acquire any business, property or assets (tangible or intangible) or any interest therein which would, following such acquisition or, as the case may be, prior to such acquisition, constitute a material part of the business, property or assets of the Company (and for these purposes any pan accounting for, or which would following such acquisition by the Company account for, 5% or more of the combined profits, or turnover for the relevant year, or net asset value the Company and its Subsidiaries shall be deemed material). For these purposes the aggregate amount payable under any agreement for lease, lease purchase or purchase on credit sale or conditional sale terms shall be deemed (Q be capital expenditure incurred in the year in which such agreement is entered into; (xii) except as provided in the Business Plan, any acquisition or entry into an agreement, to take or agree to acquire any leasehold interest in, or license over, any real property; (xiii) except as provided in the Business Plan, entry into any partnership or profit sharing agreement or joint venture with any Person; (xiv) except as provided in the Business Plan. any acquisition. purchase or subscription for any shares. loan stock. Debentures, mortgages or securities (or any interest therein) or any other interest in any Person or establishment or acquisition of any branch office; (xv) entry into, variation or termination of, any contract or transaction not expressly authorized or contemplated by the Business Plan with a value in excess of $20,000, or a series of such contracts or transactions which in aggregate total more than $20,000 in any Fiscal Year; (xvi) any composition or arrangement with its creditors, petition or filing for insolvency, receivership or administration, or any act or thing whereby the Company would be wound up (Whether voluntarily or compulsorily), save as otherwise expressly provided for herein or otherwise required by law; (xvii) the prosecution of, or settling of, any legal or arbitration proceedings other than routine debt collection; (xviii) entry into (except as provided herein), variation or termination of any Ancillary Agreement or other agreement between the Company (or any Subsidiary) and any of the Members (or their Associated Companies); (xix) except as provided in the Business Plan, the application for, or modification, alteration, revocation, or surrender of any telecommunications license; (xx) any change of the Company’s name, trade name or brand name; (xxi) any change of the fiscal year, auditors or registered office of the Company; (xxii) except as required by law, any amendment of the accounting policies or reporting practices previously adopted by the Company; (xxiii) Payment of any compensation to any members of the Board of Managers for their duties as Managers; (xxiv) accounting methods. tax elections or any other Issues affecting either Member’s tax liabilities .

Special Resolutions. Notwithstanding the foregoing. all actions of the Company with respect to the following matters unless expressly delegated to the Board of Managers by both Members in writing may be adopted only upon the prior written approval of both Members: (i) admission of any person as a Member (whether by way of subscription or transfer) or creation of any new Membership Interest other than as permitted by Sections 13. 14 or 16.5(c); (ii) any change to the Certificate or this Agreement; (iii) any distribution in cash or in specie except to settle any tax liability properly incurred by any Member as a result of that Member’s Membership in the Company except as provided for in Section 12.4 and whether out of income capital or reserves except as provided by Section 15; (iv) approval of the Business Plan or any material alteration to the Business Plan or any material change to the nature of the Business; (v) incurrence of any indebtedness except as provided in the Business Plan or any increase in the total amount of its bank borrowings to a figure greater than that provided in the Business Plan; (vi) creation or issuance of any fixed or floating charge. debenture. lien (other liens arising by operation of law or in the ordinary course of business) mortgage. encumbrance or security over all undertaking. business. property or assets (tangible or intangible) of the Company. except for the purpose of securing the indebtedness of the Company or any Subsidiary to its bankers for sums approved in the Business Plan borrowed in the ordinary and proper course of business; (vii) any loan or advance or credit (other than normal trade credit). except for the purpose of making deposits with bankers which shall be repayable upon the giving of no more (than seven (7) days’ notice and except for any loan provided for in the Business Plan: (viii) any guarantee, indemnity or security in each case to secure the liabilities or obligations of any person other than (he Company or any Subsidiary except for such indemnities, guarantees or security approved in the Business Plan and except for such indemnities and security which may be given in the ordinary course of business; (ix) establishment, cancellation, or variation of, the terms of any pension, retirement, profit sharing, share option, profit related, bonus or incentive plan of the Company; (x) except as approved or as provided in the Business Plan, any sale, transfer, lease, assignment, or disposal of any interest in, all or any material part of the undertaking, business, property or assets (tangible or intangible) of the Company (whether by a single transaction or a series of transactions) or any contract to do so; (xi) any acquisition, or entry into any contract to acquire any business, property or assets (tangible or intangible) or any interest therein which would, following such acquisition or, as the case may be, prior to such acquisition, constitute a material part of the business, property or assets of the Company (and for these purposes any pan accounting for, or which would following such acquisition by the Company account for, 5% or more of the combined profits, or turnover for the relevant year, or net asset value the Company and its Subsidiaries shall be deemed material). For these purposes the aggregate amount payable under any agreement for lease, lease purchase or purchase on credit sale or conditional sale terms shall be deemed (Q be capital expenditure incurred in the year in which such agreement is entered into; (xii) except as provided in the Business Plan, any acquisition or entry into an agreement, to take or agree to acquire any leasehold interest in, or license over, any real property; (xiii) except as provided in the Business Plan, entry into any partnership or profit sharing agreement or joint venture with any Person; (xiv) except as provided in the Business Plan. any acquisition. purchase or subscription for any shares. loan stock. Debentures, mortgages or securities (or any interest therein) or any other interest in any Person or establishment or acquisition of any branch office; (xv) entry into, variation or termination of, any contract or transaction not expressly authorized or contemplated by the Business Plan with a value in excess of $20,000, or a series of such contracts or transactions which in aggregate total more than $20,000 in any Fiscal Year; (xvi) any composition or arrangement with its creditors, petition or filing for insolvency, receivership or administration, or any act or thing whereby the Company would be wound up (Whether voluntarily or compulsorily), save as otherwise expressly provided for herein or otherwise required by law; (xvii) the prosecution of, or settling of, any legal or arbitration proceedings other than routine debt collection; (xviii) entry into (except as provided herein), variation or termination of any Ancillary Agreement or other agreement between the Company (or any Subsidiary) and any of the Members (or their Associated Companies); (xix) except as provided in the Business Plan, the application for, or modification, alteration, revocation, or surrender of any telecommunications license; (xx) any change of the Company’s name, trade name or brand name; (xxi) any change of the fiscal year, auditors or registered office of the Company; (xxii) except as required by law, any amendment of the accounting policies or reporting practices previously adopted by the Company; (xxiii) Payment of any compensation to any members of the Board of Managers for their duties as Managers; (xxiv) accounting methods. tax elections or any other Issues affecting either Member’s tax liabilities ...