Unavailable Powers Sample Clauses

Unavailable Powers. No committee of the Board shall have the power or authority to (a) amend the Certificate of Formation; (b) amend this Agreement; (c) adopt an agreement of merger or consolidation; (d) recommend to the members the sale, lease or exchange of all or substantially all of the Company’s property and assets, a dissolution of the Company or a revocation of such a dissolution; or (e) unless the resolution establishing such committee or the Certificate of Formation expressly so provides, declare a dividend or other distribution, authorize the issuance of Units or adopt a certificate of ownership and merger. Without limiting the foregoing, such committee may, but only to the extent authorized in the resolution or resolutions providing for the issuance of Units adopted by the Board (such resolution or resolutions subject to the approval of at least one Manager nominated to the board of directors of Holdco by a Principal Stockholder for so long as such Principal Stockholder’s Proportionate Percentage is 10% or more and such Principal Stockholder has the right to nominate a director to the board of directors of Holdco pursuant to Section 2 of the Stockholder Agreement), fix any of the preferences or rights of such Units relating to dividends, redemption, dissolution, any distribution of assets of the Company or the conversion into, or the exchange of such Units for, Units of any other class or classes or any other series of the same or any other class or classes of Units of the Company.