Common use of Action by Members Without a Meeting Clause in Contracts

Action by Members Without a Meeting. Any action required or permitted to be taken by the Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) evidenced by one or more written consents describing the action taken, (2) signed by such Members entitled to vote holding such Participation Interests that would be necessary to authorize or take the action, and (3) delivered to the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section 11.2 is effective when all the appropriate Members have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action shall be the date the first Member signs a written consent.

Appears in 3 contracts

Samples: LLC Operating Agreement (Tarantula Ventures LLC), LLC Operating Agreement (Tarantula Ventures LLC), LLC Operating Agreement (Tarantula Ventures LLC)

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Action by Members Without a Meeting. Any action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by the Members approving such Members entitled to vote holding such Participation Interests that would be necessary to authorize or take the action, action and (3) delivered to the Company for inclusion in the minutes or for filing with the Company records. Action Unless an action requires unanimous approval, the written consent will be effective upon approval by Members holding the number of Units necessary to approve the action. Any action taken under this Section 11.2 hereunder is effective when all the appropriate Members holding the number of necessary Units have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 3 contracts

Samples: Operating Agreement (Calumet Superior, LLC), Operating Agreement (Calumet Superior, LLC), Operating Agreement (Calumet Superior, LLC)

Action by Members Without a Meeting. Any action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by such that percentage or number of the Members entitled required to vote holding such Participation Interests that would be necessary to authorize take or take approve the action, and (3) . Any such written consents shall be delivered to the Managers of the Company for inclusion in the minutes or for filing with the Company records. Action taken by written consent under this Section 11.2 is shall be effective when all on the appropriate date the required percentage or number of the Members have signed and delivered the consentconsent to the Managers, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the earlier of the date (i) the written consent is circulated to the Members or (ii) the first Member signs a written the consent.

Appears in 2 contracts

Samples: Operating Agreement, Operating Agreement (Tercentenary Holdings, Corp.)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents or approvals describing the action taken, (2) taken and signed by Members holding sufficient Sharing Ratios, as the case may be, to approve such Members entitled to vote holding action had such Participation Interests that would be necessary to authorize or take action been properly voted on at a duly called meeting of the action, and (3) delivered to the Company for inclusion in the minutes or for filing with the Company recordsMembers. Action taken under this Section 11.2 7.10 is effective when all Members with the appropriate Members requisite Sharing Ratios have signed the consentconsent or approval, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent. In the event any Member action is taken on a less than unanimous basis, prompt notice of such action shall be given to all Members in the manner set forth in Section 12.1 of this Agreement.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Macquarie Infrastructure CO LLC), Limited Liability Company Agreement (Macquarie Infrastructure Assets Trust)

Action by Members Without a Meeting. Any action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: is evidenced by one (1) evidenced by one or more written consents describing the action taken, (2) signed by the Members approving such Members entitled to vote holding such Participation Interests that would be necessary to authorize or take the action, action and (3) delivered to the Company for inclusion in custodian of the minutes or Company’s records for filing with the Company records. Action Any action taken under this Section 11.2 hereunder is effective when all the appropriate Members have signed the consent, unless the consent specifies a different effective date. A copy of any action taken by written consent of the Members pursuant to this Section, along with any documents relevant and material thereto, shall be provided to all of the Members within two (2) calendar days of the effective date thereof. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 2 contracts

Samples: Operating Agreement (John D. Oil & Gas Co), Operating Agreement (John D. Oil & Gas Co)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is taken by Members who would be entitled to vote not less than the minimum number of votes that would be necessary to authorize or take the action. The action must be evidenced by one or more written consents describing the action taken, (2) signed by such the Members entitled to vote holding take such Participation Interests that would be necessary to authorize or take the action, action and (3) delivered to the Company for inclusion in the minutes or for filing with the Company its records. Action taken under this Section 11.2 2.2.5 is effective when all the appropriate Members required to approve such action have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action shall be without a meeting is the date the first Member signs a written consent.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Renal Care Group Inc), Limited Liability Company Agreement (Renal Care Group Inc)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by such Members entitled to vote holding such Participation Interests that would be who hold the requisite number of Voting Units necessary to authorize or take the approve such action, and (3) delivered to the Secretary of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section 11.2 is effective when all the appropriate Members entitled to vote and holding the requisite number of Voting Units necessary to approve such action have signed the consent, unless the consent specifies a different effective date, which may be retroactive. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 2 contracts

Samples: Operating Agreement (Stratus Services Group Inc), Operating Agreement (Murdock Communications Corp)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by the necessary Members required to approve such Members entitled to vote holding such Participation Interests that would be necessary to authorize or take the action, action and (3) delivered to the Managers of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section 11.2 is effective when all the appropriate Members required to approve such action have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 2 contracts

Samples: Operating Agreement (Homegold Financial Inc), Operating Agreement (Homegold Financial Inc)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by such Members entitled sufficient to vote holding such Participation Interests that would be necessary to authorize have approved the actions or take the action, resolutions at issue had a duly called meeting been held at which all Members were in attendance and (3) delivered to the Company Managers for inclusion in the minutes or for filing with the Company records. Action taken under this Section 11.2 is effective when all the appropriate necessary Members have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 2 contracts

Samples: Operating Agreement (California Clean Air Inc), Operating Agreement (California Clean Air Inc)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by such Members entitled to vote thereon holding not less than the number of Common Shares required to approve such Participation Interests that would be necessary to authorize or take the action, action and (3) delivered to the Managers of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section 11.2 is effective when all Members entitled to vote thereon holding not less than the appropriate Members number of Common Shares required to approve such action have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Limited Liability Company Agreement (LyondellBasell F&F Holdco, LLC)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) taken and is signed by such a majority of the Members entitled (by Units), unless greater or lesser proportion is required to vote holding such Participation Interests that would execute the consent by the Act, the Articles of Organization, or this Agreement. Such written consents shall be necessary to authorize or take the action, and (3) delivered to the Company Manager for inclusion in the Company minutes or for filing with the Company records. Action taken under this Section 11.2 is effective when all records and may be delivered to the appropriate Members have signed the consent, unless the consent specifies a different effective dateCompany by way of facsimile or electronic mail. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by provided such Members consent is delivered to each Member entitled to vote and that signed consents from those Members holding such Participation Interests that would be necessary to authorize or take the action, and (3) at least a Majority Interest are delivered to the Company Managing Member(s) for any inclusion in the minutes or for filing with the Company records. Action Any action taken under this Section 11.2 15.5 is effective when all the appropriate Members holding at least a Majority Interest of Membership Interests entitled to vote have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member entitled to vote signs a written consent.

Appears in 1 contract

Samples: Operating Agreement

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by such Members holding at least a majority of all Units in the Company capital, as adjusted from time to time, and entitled to vote holding such Participation Interests that would be necessary to authorize or take on the action, subject matter and (3) delivered to the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section 11.2 section is effective when holders of a majority of all the appropriate Members Units entitled to vote have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent, unless otherwise provided in the written consent.

Appears in 1 contract

Samples: Operating Agreement

Action by Members Without a Meeting. Any action Action required or permitted ----------------------------------- to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents or approvals describing the action taken, (2) taken and signed by Members holding sufficient Voting Interests, as the case may be, to approve such Members entitled to vote holding action had such Participation Interests that would be necessary to authorize or take action been properly voted on at a duly called meeting of the action, and (3) delivered to the Company for inclusion in the minutes or for filing with the Company recordsMembers. Action taken under this Section 11.2 7.9 is effective when all Members with the appropriate Members requisite Interests or Voting Interests, as the case may be, have signed the consentconsent or approval, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Navigant International Inc)

Action by Members Without a Meeting. Any action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) circulated to all the Members with an explanation of the background and reasons for the proposed action, signed by such that percentage or number of the Members entitled required to vote holding such Participation Interests that would be necessary to authorize take or take approve the action, and (3) delivered to the Company for inclusion . Any such written consents shall be included in the minutes or for filing with the Company records. Action taken by written consent under this Section 11.2 is shall be effective when all on the appropriate date the required percentage or number of the Members have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consentconsent is circulated to the Members.

Appears in 1 contract

Samples: Operating Agreement (155 East Tropicana, LLC)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by such a sufficient number of Members entitled to or Members holding the requisite Capital Units, as applicable, whose vote holding such Participation Interests that would be is necessary to authorize or take for the action, taking of the action described therein and (3) delivered to the Company Members for inclusion in the minutes or for filing with the Company records. Action taken under this Section 11.2 is effective when all Members in the appropriate Members requisite number or holding the requisite Capital Units, as applicable, have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent. Notice of all actions so taken will be given as soon as practicable to all Members.

Appears in 1 contract

Samples: Operating Agreement (New England Electric System)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by such Members entitled to vote and holding such Participation Interests that would be necessary the required Percentage Interest to authorize or take approve the actionaction as provided herein, and (3) delivered to the Company for inclusion in Manager of the minutes or for filing with the Company recordsCompany. Action taken under this Section 11.2 is effective when all Members holding the appropriate Members requisite Percentage Interest to approve the action have signed the consent, consent unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement (Torvec Inc)

Action by Members Without a Meeting. Any action Actions required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) are taken by Members who would be entitled to vote not less than the minimum number of votes that would be necessary to authorize or take the action. The action must be evidenced by one or more written consents describing the action taken, (2) signed by such the Members entitled to vote holding take such Participation Interests that would be necessary to authorize or take the action, action and (3) delivered to the Company for inclusion in the minutes or for filing with the Company its records. Action taken under this Section 11.2 11.7 is effective when all the appropriate Members required to approve such action have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action shall be without a meeting is the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement (MedEquities Realty Trust, Inc.)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act Board of Managers may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) taken and signed by such Members all of the Persons entitled under this Agreement and/or required under the Act to vote holding such Participation Interests that would vote. Such written consents shall be necessary to authorize or take the action, and (3) delivered to the Manager of the Company for inclusion in the minutes of proceedings of the Members or for filing with the Company records. Action taken under this Section 11.2 section is effective when all the appropriate Members requisite proportion of Persons entitled to vote have signed the consentconsent(s), unless the consent consent(s) specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent. If an action by Members is taken without a meeting under this Section 4.8, Notice to the Members shall be considered waived.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Premier Finance Biloxi Corp)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by such sufficient Members entitled to vote holding such Participation Interests that would be necessary to authorize or take obtain the actionvote required pursuant to the terms of this Agreement, and (3) delivered to the Manager of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section 11.2 9.9 is effective when all sufficient Members necessary to obtain the appropriate Members vote required have signed the consent, consent (unless the consent specifies a different effective date). The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement

Action by Members Without a Meeting. Any action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) evidenced by one or more written consents describing the to such action taken, (2) are signed by such Members holding more than fifty percent (50%) of the Units entitled to vote holding and such Participation Interests that would be necessary to authorize consent or take the action, and (3) delivered to the Company for inclusion in consents are filed with the minutes or for filing with of the Company recordsproceedings of the Members. Action taken under this Section 11.2 is 4.9 becomes effective when all Members holding more than fifty percent (50%) of the appropriate Members Units entitled to vote have signed the consentconsent or consents, unless the consent specifies or consents specify a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement (ADial Pharmaceuticals, L.L.C.)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by such all of the Members entitled to vote holding such Participation Interests that would be necessary to authorize or take the action, and (3) delivered to the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section 11.2 section is effective when all the appropriate Members entitled to vote and holding the requisite number of Units necessary to approve such action have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement (Usp Mission Hills, Inc.)

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Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by all of the Members required to take such action (except for matters requiring the Consent of the Members entitled to vote holding such Participation Interests that would be necessary to authorize or take the actionCommittee), and (3) delivered to the Company for inclusion in the minutes or for filing with the Company records, and notice of such action is delivered to the Members not signing the written consent(s) within five days. Action taken under this Section 11.2 7.10 is effective when all of the appropriate Members required to take such action have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Building Materials Holding Corp)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents or approvals describing the action taken, (2) taken and signed by Members holding sufficient Voting Interests, as the case may be, to approve such Members entitled to vote holding action had such Participation Interests that would be necessary to authorize or take action been properly voted on at a duly called meeting of the action, and (3) delivered to the Company for inclusion in the minutes or for filing with the Company recordsMembers. Action taken under this Section 11.2 7.9 is effective when all Members with the appropriate Members requisite Interests or Voting Interests, as the case may be, have signed the consentconsent or approval, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent. Notice of any approved action taken under this Section 7.9 shall be provided to all Members.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Solis Seattle, LLC)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the Members pursuant to this Agreement or the Act at a meeting may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by such the Members entitled to vote holding such Participation Interests that would be necessary to authorize or take the action, and (3) delivered to the Company for inclusion in the minutes or for filing with the Company recordswho constitute a Member Consent. Action taken under this Section 11.2 section is effective when all the appropriate sufficient Members required to approve such action have signed the consent, unless consent and delivered the consent specifies to a different Manager or registered agent of the Company, or at any later effective datedate specified in the consent. Notice of such consent shall be given promptly to all Members. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Commerce Street Pantheon Mortgage Asset Securitizations LLC)

Action by Members Without a Meeting. Any action Action required or permitted to be taken at a meeting of Members, for matters which the Members may approve by the Members pursuant to express terms of this Agreement or the Act Agreement, may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by such sufficient Members entitled to vote holding such Participation Interests that would be necessary to authorize or take obtain the actionvote required pursuant to the terms of this Agreement, and (3) delivered to the Manager of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section 11.2 9.9 is effective when all sufficient Members necessary to obtain the appropriate Members vote required have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Nexcore Healthcare Capital Corp)

Action by Members Without a Meeting. Any action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by the Members approving such Members entitled to vote holding such Participation Interests that would be necessary to authorize or take the action, action and (3) delivered to the Company for inclusion in Directors or other custodian of the minutes or Company's records for filing with the Company records. Action Unless an action requires unanimous approval, the written consent will be effective upon approval by Members holding the number of Units necessary to approve the action. Any action taken under this Section 11.2 5.8 is effective when all the appropriate Members holding the number of necessary Units have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement (Imax Corp)

Action by Members Without a Meeting. Any action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by the Members approving such Members entitled to vote holding such Participation Interests that would be necessary to authorize or take the action, action and (3) delivered to the Company for inclusion in the minutes or Managers for filing with the Company records. Action Unless an action requires unanimous approval, the written consent will be effective upon approval by Members holding the number of Units necessary to approve the action. Any action taken under this Section 11.2 5.8 is effective when all the appropriate Members holding the number of necessary Units have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement (Jondex Corp)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by such Members entitled to vote holding such Participation Interests that would be necessary to authorize or take all of the actionMembers, and (3) delivered to the Managers of the Company for inclusion in the minutes or for filing with the Company records, with a copy of such consent transmitted to all Members within ten (10) days after such action becomes effective. Action taken under this Section 11.2 is SECTION 8.9 shall be effective when all the appropriate Members required to approve such action have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consentconsent or as otherwise agreed to by the Managers or Members.

Appears in 1 contract

Samples: Operating Agreement (Innotrac Corp)

Action by Members Without a Meeting. Any action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action action, taken, (2) signed by the Members approving such Members entitled to vote holding such Participation Interests that would be necessary to authorize or take the action, action and (3) delivered to the Company for inclusion in Managing Member or other custodian of the minutes or Company’s records for filing with the Company records. Action Unless an action requires unanimous approval, the written consent will be effective upon approval by Members holding the number of Units necessary to approve the action. Any action taken under this Section 11.2 5.8 is effective when all the appropriate Members holding the number of necessary Units have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement (Nutrition Headquarters (De), Inc.)

Action by Members Without a Meeting. Any action Actions required or permitted to be taken by the Members pursuant to this Agreement or the Act at a meeting may be taken at a meeting with the approval of all of the Members and without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by such the Members entitled to vote holding such Participation Interests that and whose vote or consent would be have been required if the action had been taken at a duly called and held meeting at which all necessary to authorize or take the action, Members were present and (3) delivered to the Company for inclusion in the minutes or for filing with the Company recordsvoted. Action Actions taken under this Section 11.2 is 6.10 shall be effective when all the appropriate Members required to approve such action have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Orion Office REIT Inc.)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) evidenced by one or more written consents describing the action taken, (2) signed by such Members entitled to vote holding such Participation Interests that would be who hold the requisite number of Units necessary to authorize or take the action, approve such action and (3) delivered to the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section 11.2 is effective when all Within 10 business days of the appropriate approval of such action, the Company shall provide written notice of the action to the Members have signed who were entitled to vote on the action but whose Units were not represented on the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: LLC Membership Interest Purchase Agreement (Enable Ipc Corp)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one on or more written consents describing the action taken, (2) signed by such Members each member entitled to vote holding such Participation Interests that would be necessary to authorize or take the action, and (3) delivered to the Manager of the Company for inclusion in the minutes or for filing with the Company records. Action taken under this Section 11.2 is effective when all a Majority-in-Interest of the appropriate Members entitled to vote have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement (Feldman Mall Properties, Inc.)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without such a meeting if the action is: (1) is evidenced by one or more written consents describing the action takentaken and executed by Members holding, (2) signed by such Members in the aggregate, the number of Units entitled to vote holding required to approve such Participation Interests that would be necessary to authorize or take the action, and (3) delivered to the Company for inclusion in the minutes or for filing with the Company recordsaction at a meeting of Members at which all Members are present. Action taken under this Section 11.2 is 7.8 shall be effective when all Members owning the appropriate Members number of Units entitled to vote required to approve such action have signed the consentsuch consents, unless the consent specifies such consents specify a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement

Action by Members Without a Meeting. Any action required or permitted to be taken by the Members pursuant to this Agreement or the Act requiring Member consent may be taken without a meeting if the action is: (1) evidenced by one or more written consents describing the such action taken, (2) signed are executed by Members holding sufficient Units to approve such Members entitled to vote holding such Participation Interests that would action. Such consents shall be necessary to authorize or take the action, and (3) delivered to the Company Administrative Member for inclusion in the Company's minutes or for filing with the Company recordsand notice of such action shall be given to each Member who did not sign such consent as provided in Section 17.1, within three (3) business days. Action taken under this Section 11.2 is 6.3 shall be effective when all the appropriate requisite Members have signed the consentconsent or consents and delivered them to the Administrative Member, unless the consent specifies such consents specify a different effective date. The record date for determining Members entitled to take action without a meeting shall be the date the first Member signs a written consent.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Emeritus Corp\wa\)

Action by Members Without a Meeting. Any action Action required or permitted to be taken by the at a meeting of Members pursuant to this Agreement or the Act may be taken without a meeting if the action is: (1) is evidenced by one or more written consents describing the action taken, (2) signed by the Members holding a majority of the Common Units held by Members, or such Members entitled greater number as may be required to vote holding approve such Participation Interests that would be necessary to authorize or take the action, action and (3) delivered to the Company for inclusion in the minutes or for filing with the Company recordsrecords with a copy of such consent transmitted to all Members within ten (10) days after such action becomes effective. Action taken under this Section 11.2 SECTION 7.9 is effective when all the appropriate requisite number of Members required to approve such action have signed the consent, unless the consent specifies a different effective date. The record date for determining Members entitled to take action shall be without a meeting is the date the first Member signs a written consent.

Appears in 1 contract

Samples: Operating Agreement (Turbochef Technologies Inc)

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