Restrictions on Authority of Managers. (a) Without the prior written consent of the Member, the Managers have no authority to:
Restrictions on Authority of Managers. Without the consent of the Members holding Units representing 65% of the outstanding Membership Interests in the Company (or Managers representing Members holding such an amount of Membership Interests), the Managers have no authority to:
Restrictions on Authority of Managers. Certain matters described below shall be subject to the prior approval of Members as more specifically set forth below. In each case, the Managers shall give to each of the Members written notice requesting such approval, accompanied by a description in reasonable detail of the matter set forth below. For purposes of Section 5.4(a), when reference is made to transactions expressly contemplated by the Credit Agreement or the Servicing Agreement, the applicable sections of the Credit Agreement and Servicing Agreement shall be deemed to be incorporated into this Agreement by reference and shall survive the termination of the Credit Agreement and Servicing Agreement.
Restrictions on Authority of Managers. (a) Notwithstanding any provision in this Agreement to the contrary, the Managers shall not have authority to, and they covenant and agree that they shall not, do any of the following acts without the consent of a supermajority of 66% of the Membership Voting Interests:
Restrictions on Authority of Managers. The parties agree that Section 3.1.7 of the Agreement is hereby amended by deleting such section in its entirety and inserting in lieu thereof, the following:
Restrictions on Authority of Managers. In addition to any other consent requirements contained in the Act, the Articles or this Agreement:
Restrictions on Authority of Managers. The Company will not take any of the acts enumerated below or cause or permit the Partnership to take similar acts, unless proposed by the Managers and approved by Emeritus or unless requested by Emeritus and approved by Emeritus and Members holding a majority of the outstanding Interests, with or without the concurrence of the Managers:
Restrictions on Authority of Managers. The Managers shall not take any of the following actions without first obtaining the written consent or approval of a Super Majority in Interest of Members:
Restrictions on Authority of Managers. Notwithstanding the provisions ------------------------------------- of Section 4.1, the Managers may not cause the Company to do any of the following without obtaining the prior written consent of a Majority of the Capital Interests of the Members unless otherwise specified:
Restrictions on Authority of Managers. Without first obtaining the approval of the holders of a Majority in Interest of all the Members, the Managers shall not cause or permit the Company to take any of the following actions: (i) the authorization or sale of additional Membership Interests in the Company; (ii) the amendment of the Articles of Organization or to this Agreement; (iii) any merger, consolidation, acquisition, affiliation, sale of assets, share or interest exchange, or other transaction authorized by or subject to the provisions of Part Ten of the Act; (iv) authorization of any loans, guarantees or incurrence of debt or the sale, mortgage, or encumbrance of any real or personal property owned by the Company; (v) the commencement of any litigation or other legal proceeding, or the settlement, disposition of termination of any such litigation or other legal proceeding or of any claim or threat of litigation or other legal proceeding not fully covered by insurance; (vi) the adoption of or approval of amendments or changes to the Articles of Organization or this Agreement; or (vii) approval of any contracts to purchase or provide professional or billing and collection services. In addition, without first obtaining the Unanimous Consent of the Members, the Managers shall not cause or permit the Company to take any of the following actions: (i) a voluntary dissolution of the Company, or (ii) the authorization of any transaction, agreement or action on behalf of the Company that is unrelated to its purpose as set forth in this Agreement or the Articles of Organization or that otherwise contravenes this Agreement.
