Action by the Board of Managers. (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office.
(b) Meetings of the Board may be conducted in person or by conference telephone facilities. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if such number of Managers sufficient to approve such action pursuant to the terms of this Agreement consent thereto in writing. Notice of any meeting may be waived by any Manager.
Action by the Board of Managers. The affirmative vote of a majority of the Managers present at a meeting at which there is a quorum shall be the act of the Board of Managers. As used in this Agreement, the phrase "the approval of the Board of Managers," "the consent of the Board of Managers," "as determined by the Board of Managers" and similar phrases means the approval as set forth in the preceding sentence, except as expressly provided otherwise in this Agreement.
Action by the Board of Managers. The affirmative vote of a majority of the Managers present at a meeting at which there is a quorum shall be the act of the Board of Managers; provided, however, that with respect to any matter to be determined by the Board of Managers pursuant to which one or more Managers have a direct or indirect interest that is not shared by all Managers, such determination must be made by a majority of the disinterested Managers present at a meeting at which a quorum is present. As used in this Agreement, the phrase “the approval of the Board of Managers,” “the consent of the Board of Managers.” “as determined by the Board of Managers” and similar phrases means the approval as set forth in the preceding sentence, except as expressly provided otherwise in this Agreement.
Action by the Board of Managers. The affirmative vote of all Managers in attendance at any meeting of the Board of Managers shall constitute the act of the Board of Managers hereunder and the act of the Managers for purposes of the Act. As used in this Agreement, the phrases “the approval of the Board Managers,” “the consent of the Board of Managers,” “as determined by the Board of Managers” and similar phrases mean the approval as set forth in the preceding sentence, except as expressly provided otherwise in this Agreement.
Action by the Board of Managers. Meetings of the Board of Managers may be called by any Manager upon twenty-four hours prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board of Managers. All actions of the Board of Managers shall require the affirmative vote of a majority of the Managers then in office.
Action by the Board of Managers. (a) The Board of Managers shall consider all Deadlocked Issues as provided for in Section 7.04(g). All decisions requiring action of the Board of Managers pursuant to this Section 7.05 shall be decided by the affirmative vote or consent of a majority of the Managers. On any matter that is to be voted on by Managers, a Manager may vote in person or by proxy, and such proxy may be granted in writing, by means of Electronic Transmission or as otherwise permitted by Applicable Law. Every proxy shall be revocable in the discretion of the Manager executing it unless otherwise provided in such proxy; provided, that such right to revocation shall not invalidate or otherwise affect actions taken under such proxy prior to such revocation, and provided further that no Manager appointed by a Class A Member shall designate TP or JR as its proxy to vote in respect of matters relating to the employment of TP or JR, respectively.
(b) Meetings of the Board of Managers may be called by any Manager by delivering to each other Manager written notice stating the place, date and time of the meeting and, the purposes for which the meeting is called. The notice shall be delivered not less than Three (3) Business Day and not more than Ten (10) Business Days before the date of the meeting to each of the Managers by or at the direction of the Manager calling the meeting. The Board of Managers may hold meetings at the Company’s principal office or at reasonable location in Broward County or Palm Beach County, Florida as may be designated in the notice for such meeting or as may be agreed upon by or as otherwise agreed to by all Managers. The business to be conducted at such meeting shall be limited to the purpose described in the notice unless all Managers are present for such meeting.
(c) Attendance of a Manager at any meeting of the Board of Managers shall constitute a waiver of notice of such meeting, except when a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.
(d) Any Manager may participate in a meeting of the Board of Managers by means of conference telephone or other communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.
(e) Any action of the Managers may be taken without a meeting if a written consent is executed b...
Action by the Board of Managers. Each Manager shall have one Vote. All decisions of the Board of Managers shall be made by a Majority Vote of the Board of Managers.
Action by the Board of Managers. After Bagel Corp. ceases to be the Manager of the Company, the successor Managers shall act collectively as the Board of Managers, which shall consist of three Managers. The Board of Managers may act by a majority vote of its members at a meeting (which may be conducted by conference telephone) or by a written consent signed by a majority of its members. Notice of any action taken by a consent signed by less than all of the members of the Board of Managers shall be given to any member who did not sign such consent. Each member of the Board of Managers and any officer of the Company shall be authorized to execute any document or take any action on behalf of the Company if such document or action has been approved by the Board of Managers. The Board of Managers may make additional rules to facilitate its management of the Company.
Action by the Board of Managers. Except as otherwise provided in this Agreement or the Act, all of the Managers shall constitute a quorum for the transaction of business and the affirmative vote of all of the Managers shall be the act of the Board of Managers.
Action by the Board of Managers. A quorum of the Board will consist of at least a majority of the Board members, including (a) prior to the Second Closing (if any), two NII Managers and one Investor Manager and (b) after the Second Closing (if any) two Investor Managers and one NII Manager; provided, that if, pursuant to Section 3.2, Investor does not have a right to nominate any Investor Managers or NII does not have a right to nominate any NII Managers, a quorum will only consist of at least a majority of the Board members. If a quorum is not present within one hour of the time appointed for the meeting or if quorum ceases to be present during the course of the meeting, any Manager appointed by a Shareholder with an Applicable Ownership Percentage greater than 50% may call and give notice of the adjourned meeting. The quorum at such adjourned meeting shall be a majority of the Board, including one Manager appointed by the Shareholder referenced in the preceding sentence. For the avoidance of doubt, the adjourned meeting may be held by video conference, telephone and other electronic conferencing means. Except as otherwise provided in this Agreement, all actions of the Board will require (i) the approval of at least a majority of the votes cast at a meeting of the Board duly noticed and convened in accordance with applicable Law and otherwise in accordance with the terms of this Agreement (or at which any notice and convening formalities have been duly waived) and at which a quorum is present or (ii) the unanimous written consent of the Board.
