Common use of Action by the Members Clause in Contracts

Action by the Members. Subject to Section 7.1(a) and Section 7.1(b), the Members may act by vote, resolution or other action approved or adopted at a meeting held in accordance with this Section 7.6, or by a written consent signed in accordance with this Section 7.6. The rules for the conduct of meetings of the Members and for action by written consent of the Members are as follows: (a) No annual or regular meetings shall be required. Meetings of the Members may be called only by (i) the Board or (ii) Members owning at least fifty percent (50%) in voting power of the Voting Units. Meetings of the Members shall be called upon delivery to the Members entitled to vote of notice of a meeting of the Members given in accordance with Section 7.6(b) below. (b) Upon the request of the Board or the Members calling a meeting of the Members under Section 7.6(a)(ii), the Company shall send written notice stating the date, time, and place of any meeting of the Members to each Member entitled to vote, at such address as appears in the records of the Company, at least two (2) Business Days, but no more than sixty (60) days, before the date of the meeting. Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law or provided for by this Agreement. (c) A Member may waive notice of any meeting, before or after the date and time of the meeting as stated in the notice, by delivering a signed waiver to the Company for inclusion in the minutes. A Member’s presence at any meeting waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. (d) Any or all Members may participate in any meeting by, or through the use of, any means of communication by which all Members participating may simultaneously hear each other during the meeting, and such means of communication shall be made available to each Member entitled to vote in connection with each annual or special meeting of the Members. A Member so participating is deemed to be present in person at the meeting. (e) On all matters submitted by the Board to a vote or written consent of the Members, each Member shall be entitled to cast one (1) vote for each Voting Unit so held. The presence of Members holding a majority in voting power of the Voting Units at a meeting is necessary for a quorum. Except for any additional approval required by Section 7.1(b) for a Major Decision or as otherwise expressly provided herein, any action proposed to be taken by the Members shall be approved upon the affirmative vote of the Members holding a majority in voting power of the Voting Units. Subject to Section 7.1(b), unless and until a matter is proposed by the Board to be submitted to a vote of the Members, no Member actions shall be required. (f) A Member may vote either in person or by proxy executed in writing by the Member. An electronic transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by a Member, shall be treated as an execution in writing for purposes of this Section 7.6(f). Proxies for use at any meeting of Members or in connection with the taking of any action by written consent shall be filed with the Company, before or at the time of the meeting or execution of the written consent, as the case may be. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. (g) Subject to Section 7.1(a) and Section 7.1(b), any action required or permitted to be taken at a meeting of the Members may be taken without such meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Member or Members holding not less than the minimum voting power of Voting Units that would be necessary to take such action at a meeting at which the Members holding all Voting Units entitled to vote on the action were present and voted.

Action by the Members. Subject to Section 7.1(a(a) and Section 7.1(b), Meetings of the Members may act by vote, resolution or other action approved or adopted be held at a meeting held in accordance with this Section 7.6, or by a written consent signed in accordance with this Section 7.6. The rules for the conduct of meetings of the Members and for action by written consent of the Members are as follows: (a) No annual or regular meetings shall be requiredany time. Meetings of the Members may be called by, but only by by, (i) the Board or Manager, (ii) Members owning holding a Majority Interest or (iii) an Initial Member. Written notice of the day, hour and place of each special meeting shall be given to all Members at least fifty percent 2 days before such meeting by the Person or Persons calling such meeting. To the extent deemed necessary or appropriate by the Manager, the Manager may fix a record date for the determination of Members entitled to receive such notice and to act at such meeting and their respective Ownership Interests at the time of such meeting. The Manager may change the day and time of such meeting to the extent necessary or appropriate to fix such record date and give written notice thereof to all Members. No business shall be transacted at any meeting except business which Members are expressly permitted to take hereunder and which is described in the notice thereof. (50%b) in voting power The presence of the Voting Units. Meetings Members holding a Majority Interest at any duly called meeting of the Members shall be called upon delivery required in order to constitute a quorum for the transaction of business thereat. If at any meeting of the Members there shall be less than a quorum present, a majority of those Members present may adjourn such meeting to a different time and place. Any business which could have been transacted at such meeting may be transacted at the adjourned meeting so long as written notice of the adjourned meeting shall have been given to all Members at least 1 day prior to the adjourned meeting. (c) No proposed or purported act at any meeting of the Members entitled to vote shall have been duly authorized unless authorized (i) at a duly called meeting at which a quorum is present at either the commencement of notice of such meeting or the time such authorization is given at such meeting and (ii) by Members holding a Majority Interest (or such other interest as may be set forth herein). (d) Members may participate in a meeting of the Members given in accordance with Section 7.6(b) below. (b) Upon the request by means of the Board conference telephone or the Members calling a meeting similar communications equipment by means of the Members under Section 7.6(a)(ii), the Company shall send written notice stating the date, time, and place of any meeting of the Members to each Member entitled to vote, at such address as appears which all Persons participating in the records of the Company, at least two (2) Business Days, but no more than sixty (60) days, before the date of the meeting. Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law or provided for by this Agreement. (c) A Member may waive notice of any meeting, before or after the date and time of the meeting as stated in the notice, by delivering a signed waiver to the Company for inclusion in the minutes. A Member’s presence at any meeting waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting. (d) Any or all Members may participate in any meeting by, or through the use of, any means of communication by which all Members participating may simultaneously can hear each other during the meetingother, and such means of communication participation shall be made available to each Member entitled to vote in connection with each annual or special meeting of the Members. A Member so participating is deemed to be present constitute presence in person at the such meeting. (e) On all matters submitted by the Board to a vote or written consent of the Members, each Member shall be entitled to cast one (1) vote for each Voting Unit so held. The presence of Members holding a majority in voting power of the Voting Units at a meeting is necessary for a quorum. Except for any additional approval required by Section 7.1(b) for a Major Decision or as otherwise expressly provided herein, any action proposed to be taken by the Members shall be approved upon the affirmative vote of the Members holding a majority in voting power of the Voting Units. Subject to Section 7.1(b), unless and until a matter is proposed by the Board to be submitted to a vote of the Members, no Member actions shall be required. (f) A Member may vote either in person or by proxy executed in writing by the Member. An electronic transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by a Member, shall be treated as an execution in writing for purposes of this Section 7.6(f). Proxies for use at any meeting of Members or in connection with the taking of any action by written consent shall be filed with the Company, before or at the time of the meeting or execution of the written consent, as the case may be. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. (g) Subject to Section 7.1(a) and Section 7.1(b), any Any action required or permitted to be taken at a any meeting of the Members may be taken without such meeting, without prior notice and without a vote, meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by the Member or Members holding not less than the minimum voting power requisite number of Voting Units that would be Ownership Interests necessary to take such action at a meeting at which consent thereto in writing. Notice of such action shall be given by the Members holding all Voting Units entitled Company to vote on the action were present other Members, but no failure to give or delay in giving such notice, and votedno defect in such notice, shall impair or limit the validity of such action.

Action by the Members. Subject to Section 7.1(a) and Section 7.1(b), the The Members may act by vote, resolution or other action approved or adopted at a meeting held in accordance with this Section 7.67.5, or by a written consent signed in accordance with this Section 7.67.5. The rules for the conduct of meetings of the Members and for action by written consent of the Members are as follows: (a) No annual or regular meetings shall be required. Meetings of the Members may be called only by (i) the Board or (ii) Members owning at least fifty ten percent (5010%) in voting power of the Voting Units. Meetings of the Members shall be called upon delivery to the Members entitled to vote of notice of a meeting of the Members given in accordance with Section 7.6(b7.5(b) below. (b) Upon the request of the Board or the Members calling a meeting of the Members under Section 7.6(a)(ii7.5(a)(ii), the Company shall send written notice stating the date, time, and place of any meeting of the Members and a description of the purpose for which the meeting is called, including any matter to be voted on by the Members (and no other matter may be so presented for a vote of the Members without first complying with the notice provisions in this Section 7.5(b)), to each Member entitled to voteMember, at such address as appears in the records of the Company, Company at least two ten (2) Business Days10), but no more than sixty thirty (60) days30), days before the date of the meeting. Such notice need not state the purpose or purposes of, nor the business to be transacted at, such meeting, except as may otherwise be required by law or provided for by this Agreement. (c) A Member may waive notice of any meeting, before or after the date and time of the meeting as stated in the notice, by delivering a signed waiver to the Company for inclusion in the minutes. A Member’s presence at any meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented. (d) Any or all Members may participate in any meeting by, or through the use of, any means of communication by which all Members participating may simultaneously hear each other during the meeting, and such means of communication shall be made available to each Member entitled to vote in connection with each annual or special meeting of the Members. A Member so participating is deemed to be present in person at the meeting. (e) On all matters submitted by the Board to a vote or written consent of the Members, each Member shall be entitled to cast one (1) vote for each Voting Unit so held. The presence of Members holding a majority in voting power of the Voting Units at a meeting is necessary for a quorum. Except for any additional approval required by as provided in Section 7.1(b) for a Major Decision or as otherwise expressly provided herein7.1(e), any action proposed to be taken by the Members shall be approved upon the affirmative vote of the Members holding holders of a majority in voting power of the Voting Units. Subject to Section 7.1(b), unless and until a matter is proposed by Units represented at the Board to be submitted to a vote of the Members, no Member actions shall be requiredmeeting. (f) A Member may vote either in person or by proxy executed in writing by the Member. An electronic transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by a Member, shall be treated as an execution in writing for purposes of this Section 7.6(f). Proxies for use at any meeting of Members or in connection with the taking of any action by written consent shall be filed with the Company, before or at the time of the meeting or execution of the written consent, as the case may be. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. (g) Subject to Section 7.1(a) and Section 7.1(b), any Any action required or permitted to be taken at a meeting of the Members may be taken without such meeting, without prior notice and without a vote, if a consent or consents in writingby written consent, setting forth the action so taken, shall be signed by holders of a majority of the Member or Members holding not less than the minimum voting power of Voting Units that would be necessary consented to take such action at a meeting at which the Members holding all Voting Units entitled to vote on the action were present and votedin writing.

Action by the Members. Subject to Section 7.1(a) and Section 7.1(b)To the extent a Member vote or approval is required by a nonwaivable provision of the Delaware Act or this Agreement, the Members may act by vote, resolution or other action approved or adopted at a meeting held in accordance with this Section 7.69.4, or by a written consent signed in accordance with this Section 7.69.5. The rules for the conduct of meetings of the Members and for action by written consent of the Members are as follows:follows:‌ (a) No annual or regular meetings shall be required. Meetings of the Members may be called only by (i) the Board Manager or (ii) by Members owning holdings at least fifty twenty-five percent (5025%) in voting power of the Voting outstanding Units. Meetings of the Members shall be called upon delivery to the Members entitled to vote of notice of a meeting of the Members given in accordance with Section 7.6(b9.4(b) below. (b) Upon the request The Manager or Members holding at least twenty-five percent (25%) of the Board outstanding Units shall deliver or the Members calling a meeting of the Members under Section 7.6(a)(ii), the Company shall send mail written notice stating the date, time, and place of any meeting of the Members and a description of the purposes for which the meeting is called, to each Member entitled to voteMember, at such address (including, but not limited to, such Members e-mail address) as appears in the records of the Company, Company at least two ten (2) Business Days10), but no more than sixty thirty (60) days30), days before the date of the meeting. Such notice need not state Unless otherwise approved in writing by the purpose or purposes ofManager, nor meetings of the business to Members shall be transacted at, such meeting, except as may otherwise be required by law or provided for by this Agreementheld at the offices of the Company. (c) A Member may waive notice of any meeting, before or after the date and time of the meeting as stated in the notice, by delivering a signed waiver to the Company for inclusion in the minutes. A Member’s presence at any meeting (i) waives objection to lack of notice or defective notice of the meeting, unless the Member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting, and (ii) waives objection to consideration of a particular matter at the meeting that is not within the purposes described in the meeting notice, unless the Member objects to considering the matter when it is presented. (d) Any or all Members may participate in any meeting by, or through the use of, any means of communication by which all Members participating may simultaneously hear each other during the meeting, and such means of communication shall be made available to each Member entitled to vote in connection with each annual or special meeting of the Members. A Member so participating is deemed to be present in person at the meeting. (e) On all matters submitted by the Board to a vote or written consent of the Members, each Member shall be entitled to cast one (1) vote for each Voting Unit so held. The presence of the Members holding a majority in voting power of the Voting Units (including portions of a Unit) entitled to vote on the matter at a meeting is necessary for a quorum. Except for any additional approval Unless otherwise specified in this Agreement or required by Section 7.1(b) for a Major Decision or as otherwise expressly provided hereinnonwaivable provision of the Delaware Act, any action proposed to be taken by the Members shall be approved upon the affirmative vote of the those Members holding not less than a majority in voting power of the Voting Units. Subject Units (including portions of a Unit) represented at the meeting and entitled to Section 7.1(b), unless and until a matter is proposed by vote on the Board to be submitted to a vote of the Members, no Member actions shall be requiredmatter. (f) A Each Member may vote either in person or by proxy executed in writing by the Member. An electronic transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing executed by a Member, shall be treated as an execution in writing for purposes of this Section 7.6(f). Proxies for use at any meeting of Members or in connection with the taking of any action by written consent shall be filed with the Company, before or at the time of the meeting or execution of the written consent, as the case may be. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. (g) Subject to Section 7.1(a) and Section 7.1(b), any action required or permitted to be taken at a meeting of the Members may be taken without such meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the Member or Members holding not less than the minimum voting power of Voting Units that would be necessary to take such action at a meeting at which the Members holding all Voting Units entitled to vote on shall be entitled to cast the action were present and votednumber of votes equal to the number of Units (including portions of a Unit) owned by such Members.