Actions Requiring Unanimous Consent. Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Members, the Board of Managers or any Person on behalf of the Company, neither the Company, the Members, the Board of Managers nor any other Person on behalf of the Company will, without the written consent of 100% of the Members, do any of the following:
Actions Requiring Unanimous Consent. Notwithstanding anything to the contrary contained in this Agreement or any provision of law that otherwise so empowers the LLC, the Member, the Managing Member, any Officer or any other Person, for so long as any indebtedness remains outstanding under the Loan or the Lender has any obligation to extend credit under the Loan Documents, neither the Member, the Managing Member nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the LLC, without the prior unanimous written consent and approval of the Managing Member and all of the Independent Managers, to take any of the following actions with respect to the LLC, provided, however, that the Managing Member may not vote on, or authorize the taking of, any such action with respect to the LLC unless there are at least two (2) Independent Managers then serving in such capacity:
Actions Requiring Unanimous Consent. 65. The following actions will require the unanimous consent of all Members:
Actions Requiring Unanimous Consent. Notwithstanding anything to the contrary provided herein, unless otherwise agreed by the Parties in writing, resolutions involving any of the following matters may only be adopted at a duly constituted and convened meeting of the Board by the unanimous approval of all five (5) Directors, whether in person or by proxy:
Actions Requiring Unanimous Consent. Notwithstanding any other requirement set forth herein or the Articles of Incorporation of the Company, the Parties expressly agree that a unanimous vote of all of the directors of the Company who form a quorum of Directors convened to discuss such issues, after due notice, shall be obtained before any of the following actions shall be taken by the Company: (a) the appointment of any new or replacement Directors of the Company; (b) the issuance of any shares, or of any warrants or debentures, options or rights in or to shares of the common or other capital stock of the Company; (c) any pledge, mortgage, sale, lease or other transfer, except in normal course of business or as part of a complete dissolution or winding up, or any material portion of its business; (d) any merger, consolidation or amalgamation with or into another company or corporation; (e) any change to, or the conduct of any business outside, the general business of the Company; (f) the incurring of any indebtedness to any third person or entity for borrowed funds or for the deferred purchase price of purchased goods, or any other indebtedness of any kind, except as otherwise permitted herein; (g) the extension of credit to any one debtor in an amount exceeding US$250,000 or its equivalent in another currency; (h) the agreement of the Company to waive or not enforce any rights it may have under any agreements, or in respect of transactions to which it may be a party; (i) the adoption of any dividend policy calling for the payment of dividends greater than the amounts required to meet the objectives of this Agreement, or any departure from the dividend policies set forth herein or in any of the Articles of Incorporation; provided, however, that the Board of Directors of the Company may establish the initial dividend policy consistent with the terms of this Agreement; or (j) any change in the outside auditors of the Company.
Actions Requiring Unanimous Consent. Notwithstanding anything to the contrary contained in this Agreement or any provision of law that otherwise so empowers the LLC, the Member, the Managing Member, any Officer or any other Person, for so long as any indebtedness remains outstanding under any of the Loans, neither the Member, the Managing Member nor any Officer nor any other Person shall be authorized or empowered, nor shall they permit the LLC, without the prior unanimous written consent and approval of the Managing Member and all of the Independent Managers, to take any of the following actions with respect to the LLC provided, however, that the Managing Member may not vote on, or authorize the taking of, any such action with respect to the LLC unless there are at least two (2) Independent Managers then serving in such capacity:
Actions Requiring Unanimous Consent. Notwithstanding any other provisions of this Agreement and any provision of law that otherwise so empowers the Partnership, until such time as the First Mortgage Loan shall have been discharged, or the lien of the Mortgage shall be released, the Partnership shall not, without the unanimous consent of the General Partner (including the vote of its two Independent Directors) and the Limited Partner, file a voluntary petition or otherwise initiate or consent to proceedings to be adjudicated insolvent or seeking an order for relief as a debtor under the United States Bankruptcy Code, as amended (11 U.S.C. ss. ss. 101, et seq.) (the "Bankruptcy Code"), or file or consent to the filing of any petition seeking any composition, reorganization, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy laws or any other present or future applicable federal, state or other statute or law relative to bankruptcy, insolvency or other relief for debtors; or seek or consent to the appointment of any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (or other similar official) of the Partnership or of all or any substantial part of the properties and assets of the Partnership, or make or consent to any general assignment for the benefit of creditors, or admit in writing its inability to pay its debts generally as they become due, or declare or effect a moratorium on its debt or take any action in furtherance of any such action.
Actions Requiring Unanimous Consent. None of the following may take place except with the Consent of each Revolving Credit Lender adversely affected thereby or with Unanimous Consent:
Actions Requiring Unanimous Consent. Notwithstanding the powers of the Managing Member or the Executive Committee set forth in this ARTICLE 6, without the consent of all of the Members, neither the Managing Member nor the Executive Committee shall have the right or power to do any of the following:
Actions Requiring Unanimous Consent. Notwithstanding any other requirement set forth herein or in any of the other Ancillary Agreements, the Parties expressly agree that a unanimous vote of all of the Managers of the Company shall be obtained before any of the following actions shall be taken by the Company:
