Common use of Action by Written Consent or Telephone Conference Clause in Contracts

Action by Written Consent or Telephone Conference. (a) Any action required or permitted to be taken at any meeting of Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage that would be necessary to take such action at a meeting at which all Members entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this Section, a consent or consents signed by the holder or holders of not less than the Voting Interest Percentage that would be necessary to take the action that is the subject of the consent are delivered to the Company to its registered office, its principal place of business and to each Member. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Company’s Principal Place of Business shall be addressed as stated in Section 1.5. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section. Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action. (b) The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivered. (c) If any action by Members is taken by written consent, any articles or documents filed with the Secretary of State of Delaware as a result of the taking of the action shall state, that written consent has been given in accordance with the provisions of law and that any written notice required by the law has been given. (d) Members entitled to vote may participate in and hold a meeting by conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the 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.

Action by Written Consent or Telephone Conference. (a) Any action required or permitted to be taken at any annual or special meeting of the Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage minimum Membership Interests that would be necessary to take such action at a meeting at which the holders of all Members Membership Interests entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this SectionSection 8.13, a consent or consents signed by the holder or holders of not less than the Voting Interest Percentage minimum Membership Interests that would be necessary to take the action that is the subject of the consent are delivered to the Company by delivery to its registered office, its principal place of business and to each Member. Delivery shall be by hand business, or certified or registered mail, return receipt requestedthe Managers. Delivery to the Company’s Principal Place principal place of Business business shall be addressed as stated in Section 1.5to the Managers. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this SectionSection 8.13. Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action. (b) The record date for determining Members entitled to consent to action in writing without a meeting meeting, if not fixed in advance by the Managers, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivereddelivered to the Company by delivery to its registered office, its principal place of business, or the Managers. Delivery to the Company’s principal place of business shall be addressed to the Managers. (c) If any action by Members is taken by written consent, any articles or documents filed with the Secretary of State of Delaware the State of Louisiana as a result of the taking of the action shall state, in lieu of any statement required by the Act or the Louisiana Business Corporation Law concerning any vote of the Members, that written consent has been given in accordance with the provisions of law the Act or the Louisiana Business Corporation Law and that any written notice required by the law Act or the Louisiana Business Corporation Law has been given. (d) Members entitled to vote may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons individuals participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and the presence in person at such meeting, except where a Person an individual participates in the meeting solely for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Action by Written Consent or Telephone Conference. (a) Any action required or permitted to be taken at any annual or special meeting of Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage minimum number of Member votes that would be necessary to take such action at a meeting at which the holders of all Members Member votes entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of to the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this Section, a consent or consents signed by the holder or holders of not less than the Voting Interest Percentage minimum Member votes that would be necessary to take the action that is the subject of the consent are delivered to the Company by delivery to its registered office, its principal place of business and to each Memberbusiness, or the Managers. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Company’s Principal Place 's principal place of Business business shall be addressed as stated in Section 1.5to the Managers. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section. Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action. (b) The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivereddelivered to the Company by delivery to its registered office, its principal place of business, or the Managers. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company's principal place of business shall be addressed to the Managers. (c) If any action by Members is taken by written consent, any articles or documents filed with the Secretary of State of the State of Delaware as a result of the taking of the action shall state, in lieu of any statement required by the Act concerning any vote of Members, that written consent has been given in accordance with the provisions of law the Act and that any written notice required by the law Act has been given. (d) Members entitled to vote may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the 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.

Action by Written Consent or Telephone Conference. (a) Any action required or permitted to be taken at any annual or special meeting of Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage minimum number of votes that would be necessary to take such action at a meeting at which the holders of all Members outstanding Interests entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of the consent referred to therein unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this Section, a consent or written consents signed by the holder or number of holders of not less than the Voting Interest Percentage that would be necessary Interests required to take the action that is the subject of the consent are delivered to the Company to its registered office, its principal place of business and to each MemberCompany. Delivery shall be by hand or certified or registered mail, mail return receipt requested. Delivery to the Company’s Principal Place 's principal place of Business business shall be addressed as stated in Section 1.5to the Managers. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostaticphotostat, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section. Prompt Within ten (10) days after obtaining such authorization by written consent, notice of the taking of any action by Members without a meeting by less than unanimous written consent shall must be given to those Members who did have not consent consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action is a merger, consolidation, sale or exchange of assets, or other action for which dissenter's rights are provided by law, the notice shall contain a clear statement of the right of dissenting Members to be paid the fair value of their Interests upon compliance with further provisions of law regarding the rights of dissenting Members. (b) The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivered. (c) If any action by Members is taken by written consent, any articles or documents filed with the Secretary of State of Delaware as a result of the taking of the action shall state, that written consent has been given in accordance with the provisions of law and that any written notice required by the law has been given. (d) Members entitled to vote may participate in and hold a meeting by conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting delivered to the transaction Company by delivery to its registered office or its principal place of any business. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company's principal place of business on shall be addressed to the ground that the meeting is not lawfully called or convenedManagers.

Action by Written Consent or Telephone Conference. (a) Any action required or permitted to be taken at any annual or special meeting of Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage minimum number of votes that would be necessary to take such action at a meeting at which all Members the holders of a majority of the outstanding Units entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of the consent referred to therein unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this Section, a consent or written consents signed by the holder or number of holders of not less than the Voting Interest Percentage that would be necessary Units required to take the action that is the subject of the consent are delivered to the Company to its registered office, its principal place of business and to each MemberCompany. Delivery shall be by hand or certified or registered mail, mail return receipt requested. Delivery to the Company’s Principal Place principal place of Business business shall be addressed as stated in Section 1.5to the Board of Managers. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section. Prompt After obtaining such authorization by written consent, written notice of the taking of any action by Members without a meeting by less than unanimous written consent shall must be promptly given to those Members who did have not consent consented in writing or who are not entitled to vote on the action. The notice shall fairly summarize the material features of the authorized action and, if the action is a merger, consolidation, sale or exchange of assets, or other action for which dissenter’s rights are provided by law, the notice shall contain a clear statement of the right of dissenting Members to be paid the fair value of their Units upon compliance with further provisions of law regarding the rights of dissenting Members. (b) The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivereddelivered to the Company by delivery to its registered office or its principal place of business. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company’s principal place of business shall be addressed to the Board of Managers. (c) If any action by Members is taken by written consent, any articles certificate or documents filed with the Delaware Secretary of State of Delaware as a result of the taking of the action shall state, state in lieu of any statement required by the Act concerning any vote of Members that written consent has been given in accordance with the provisions of law the Act and that any written notice required by the law Act has been given. (d) Members entitled to vote may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in of person at such meeting, except where a Person participates in the 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.

Action by Written Consent or Telephone Conference. (a)) Any action required or permitted to be taken at any annual or special meeting of Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage minimum Sharing Ratios that would be necessary to take such action at a meeting at which the holders of all Members Sharing Ratios entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of to the consent unless, within sixty (60) 60 days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this Section, a consent or consents signed by the holder or holders of not less than the Voting Interest Percentage minimum Sharing Ratios that would be necessary to take the action that is the subject of the consent are delivered to the Company by delivery to its registered office, its principal place of business and to each Memberbusiness, or the Manager. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Company’s Principal Place principal place of Business business shall be addressed as stated in Section 1.5to the Manager. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section. Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action. (ba) The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivereddelivered to the Company by delivery to its registered office, its principal place of business, or the Manager. Delivery shall be by hand or by certified or registered Mail, return receipt requested. Delivery to the Company’s principal place of business shall be addressed to the Manager. (cb) If any action by Members is taken by written consent, any articles or documents filed with the Secretary Department of State of Delaware Florida as a result of the taking of the action shall state, in lieu of any statement required by the Act or the FBCA concerning any vote of Members, that written consent has been given in accordance with the provisions of law the Act and the FBCA and that any written notice required by the law Act and the FBCA has been given. (dc) Members entitled to vote may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the 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.

Action by Written Consent or Telephone Conference. (a) Any action required or permitted to be taken at any annual or special meeting of Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage minimum Membership Interests that would be necessary to take such action at a meeting at which the holders of all Members Membership Interests entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of to the consent unless, within sixty (60) 60 days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this SectionSection 4.4, a consent or consents signed by the holder or holders of not less than the Voting Interest Percentage minimum Membership Interests that would be necessary to take the action that is the subject of the consent are delivered to the Company by delivery to its registered office, its principal place of business and to each Memberbusiness, or the Managers. Delivery shall be by hand hand, facsimile transmission or certified or registered mail, return receipt requested. Delivery to the Company’s Principal Place 's principal place of Business business shall be addressed as stated in Section 1.5to the Managers. A telecopy, telegram, telex, cablegram or similar transmission by a Member, or including a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section. Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action. (b) The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivereddelivered to the Company by delivery to its registered office, its principal place of business, or the Managers. Delivery shall be by hand, by facsimile transmission, or by certified or registered mail, return receipt requested. Delivery to the Company's principal place of business shall be addressed to the Managers. (c) If any action by Members is taken by written consent, any articles or documents filed with the Secretary State Department of State of Delaware Assessments and Taxation as a result of the taking of the action shall state, in lieu of any statement required by the Act concerning any vote of Members, that written consent has been given in accordance with the provisions of law the Act and that any written notice required by the law Act has been given. (d) Members entitled to vote may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person person participates in the meeting for the express purpose of objecting to the transaction action of any business on the ground that the meeting is not lawfully called or convened.

Action by Written Consent or Telephone Conference. (a) Any action required or permitted to be taken at any annual or special meeting of Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage minimum Sharing Ratios that would be necessary to take such action at a meeting at which the holders of all Members Sharing Ratios entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of to the consent unless, within sixty (60) 60 days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this Section, a consent or consents signed by the holder or holders of not less than the Voting Interest Percentage minimum Sharing Ratios that would be necessary to take the action that is the subject of the consent are delivered to the Company by delivery to its registered office, its principal place of business and to each Memberbusiness, or the Managers. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Company’s Principal Place 's principal place of Business business shall be addressed as stated in Section 1.5to the Managers. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section. Prompt notice Notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action within ten days following such action. (b) The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivereddelivered to the Company by delivery to its registered office, its principal place of business, or the Managers. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company's principal place of business shall be addressed to the Managers. (c) If any action by Members is taken by written consent, any articles or documents filed with the Secretary of State of Delaware as a result of the taking of the action shall state, that written consent has been given in accordance with the provisions of law and that any written notice required by the law has been given. (d) Members entitled to vote may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the 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.

Action by Written Consent or Telephone Conference. (a) Any action required or permitted to be taken at any meeting of Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage minimum Membership Interests that would be necessary to take such action at a meeting at which the holders of all Members Membership Interests entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of to the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this Section, a consent or consents signed by the holder or holders of not less than the Voting Interest Percentage minimum Membership Interests that would be necessary to take the action that is the subject of the consent are delivered to the Company by delivery to its registered office, its principal place of business and to each Memberbusiness, or the Managers. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Company’s Principal Place principal place of Business business shall be addressed as stated in Section 1.5to the Managers. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section. Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action. (b) The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivereddelivered to the Company by delivery to its registered office, its principal place of business, or the Managers. Delivery to the Company’s principal place of business shall be addressed to the Managers. (c) If any action by Members is taken by written consent, any articles or documents filed with the Secretary of State of Delaware as a result of the taking of the action shall state, in lieu of any statement required by the Act concerning any vote of Members, that written consent has been given in accordance with the provisions of law the Act and that any written notice required by the law Act has been given. (d) Members entitled to vote may participate in and hold a meeting by means of telephone conference telephone or similar communications equipment by means of which all Persons persons participating in the such meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person person participates in the 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.

Action by Written Consent or Telephone Conference. (a) Any action required or permitted to be taken at any annual or special meeting of Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage minimum number of Class B Member votes that would be necessary to take such action at a meeting at which the holders of all Members Class B Member votes entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of to the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this Section, a consent or consents signed by the holder or holders of not less than the Voting Interest Percentage minimum Class B Member votes that would be necessary to take the action that is the subject of the consent are delivered to the Company by delivery to its registered office, its principal place of business and to each Memberbusiness, or the Managers. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Company’s Principal Place 's principal place of Business business shall be addressed as stated in Section 1.5to the Managers. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section. Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action. (b) The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivereddelivered to the Company by delivery to its registered office, its principal place of business, or the Managers. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company's principal place of business shall be addressed to the Managers. (c) If any action by Members is taken by written consent, any articles or documents filed with the Secretary of State of the State of Delaware as a result of the taking of the action shall state, in lieu of any statement required by the Act concerning any vote of Members, that written consent has been given in accordance with the provisions of law the Act and that any written notice required by the law Act has been given. (d) Members entitled to vote may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the 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.

Action by Written Consent or Telephone Conference. (a) Any action required or permitted to be taken at any annual or special meeting of the Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage minimum Membership Interests that would be necessary to take such action at a meeting at which the holders of all Members Membership Interests entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this Section, Section 8.13 a consent or consents signed by the holder or holders of not less than the Voting Interest Percentage minimum Membership Interests that would be necessary to take the action that is the subject of the consent are delivered to the Company by delivery to its registered office, its principal place of business and to each Member. Delivery shall be by hand business, or certified or registered mail, return receipt requestedthe Managers. Delivery to the Company’s Principal Place principal place of Business business shall be addressed as stated in Section 1.5to the Managers. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this SectionSection 8.13. Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action. (b) The record date for determining Members entitled to consent to action in writing without a meeting meeting, if not fixed in advance by the Managers, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivereddelivered to the Company by delivery to its registered office, its principal place of business, or the Managers. Delivery to the Company’s principal place of business shall be addressed to the Managers. (c) If any action by Members is taken by written consent, any articles or documents filed with the Secretary of State of the State of Delaware as a result of the taking of the action shall state, in lieu of any statement required by the Act or the DGCL concerning any vote of the Members, that written consent has been given in accordance with the provisions of law the Act or the DGCL and that any written notice required by the law Act or the DGCL has been given. (d) Members entitled to vote may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons individuals participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and the presence in person at such meeting, except where a Person an individual participates in the meeting solely for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

Action by Written Consent or Telephone Conference. (a) Any action required or permitted to be taken at any annual or special meeting of Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage minimum Sharing Ratios that would be necessary to take such action at a meeting at which the holders of all Members Sharing Ratios entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of to the consent unless, within sixty (60) 60 days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this Section, a consent or consents signed by the holder or holders of not less than the Voting Interest Percentage minimum Sharing Ratios that would be necessary to take the action that is the subject of the consent are delivered to the Company by delivery to its registered office, its principal place of business and to each Memberbusiness, or the Managers. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Company’s Principal Place 's principal place of Business business shall be addressed as stated in Section 1.5to the Managers. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section. Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action. (b) The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivereddelivered to the Company by delivery to its registered office, its principal place of business, or the Managers. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company's principal place of business shall be addressed to the Managers. (c) If any action by Members is taken by written consent, any articles or documents filed with the Secretary of State of Delaware as a result of the taking of the action shall state, in lieu of any statement required by the Act concerning any vote of Members, that written consent has been given in accordance with the provisions of law the Act and that any written notice required by the law Act has been given. (d) Members entitled to vote may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the 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.

Action by Written Consent or Telephone Conference. (a) Any action required or permitted to be taken at any annual or special meeting of Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage minimum Sharing Ratios that would be necessary to take such action at a meeting at which the holders of all Members Sharing Ratios entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of to the consent unless, within sixty (60) 60 days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this Section, a consent or consents signed by the holder or holders of not less than the Voting Interest Percentage minimum Sharing Ratios that would be necessary to take the action that is the subject of the consent are delivered to the Company by delivery to its registered office, its principal place of business and to each Memberbusiness, or the Managers. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Company’s Principal Place 's principal place of Business business shall be addressed as stated in Section 1.5to the Managers. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section. Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action. (b) The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivered. (c) If any action by Members is taken by written consent, any articles or documents filed with the Secretary of State of Delaware as a result of the taking of the action shall state, that written consent has been given in accordance with the provisions of law and that any written notice required by the law has been given. (d) Members entitled to vote may participate in and hold a meeting by conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the meeting for the express purpose of objecting delivered to the transaction Company by delivery to its registered office, its principal place of any business, or the Managers. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company's principal place of business on shall be addressed to the ground that the meeting is not lawfully called or convenedManagers.

Action by Written Consent or Telephone Conference. (a) 8.5.1 Any action required or permitted to be taken at any meeting of Members may be taken without a 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 holder Member or holders of Members holding not less than the Voting Interest Percentage minimum number of Outstanding Shares that would be necessary to take such action at a meeting at which all Members entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) 60 days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this Section, a consent or consents signed by the holder Member or holders of Members holding not less than the Voting Interest Percentage minimum number of Outstanding Shares that would be necessary to take the action that is the subject of the consent are delivered to the Company by delivery to its registered office, its principal place of business and to each Memberbusiness, or the Board. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Company’s Principal Place 's principal place of Business business shall be addressed as stated in Section 1.5to the Board. A telegram, telex, cablegram or similar facsimile transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section. Prompt notice of the taking of any action by Members without a meeting by less than unanimous written consent shall be given to those Members who did not consent in writing to the action. (b) 8.5.2 The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivereddelivered to the Company by delivery to its registered office, its principal place of business, or the Managers. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company's principal place of business shall be addressed to the Managers. (c) 8.5.3 If any action by Members is taken by written consent, any articles or documents filed with the Secretary of State of Delaware as a result of the taking of the action shall state, in lieu of any statement required by the Act concerning any vote of Members, that written consent has been given in accordance with the provisions of law the Act and that any written notice required by the law Act has been given. (d) 8.5.4 Members entitled to vote may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the 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.

Action by Written Consent or Telephone Conference. (a) Any action required or permitted to be taken at any meeting of Members may be taken without a 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 holder or holders of not less than the Voting Interest Percentage minimum number of Units that would be necessary to take such action at a meeting at which the holders of all Members Units entitled to vote on the action were present and voted. Every written consent shall bear the date of signature of each Member who signs the consent. No written consent shall be effective to take the action that is the subject of the consent unless, within sixty (60) days after the date of the earliest dated consent delivered to the Company and each Member in the manner required by this Section, a consent or consents signed by the holder or holders of not less than the Voting Interest Percentage that would be necessary to take the action that is the subject of the consent are delivered to the Company to its registered office, its principal place of business and to each Member. Delivery shall be by hand or certified or registered mail, return receipt requested. Delivery to the Company’s Principal Place of Business shall be addressed as stated in Section 1.5. A telegram, telex, cablegram or similar transmission by a Member, or a photographic, photostatic, facsimile or similar reproduction of a writing signed by a Member, shall be regarded as signed by the Member for purposes of this Section. Prompt notice of the taking of any the action by Members without a meeting by less than unanimous written consent shall be given to those Members who did have not consent consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of holders to take the action were delivered to the actionCompany as provided in this Section 8.04. (b) The record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is properly delivereddelivered to the Company by delivery to its registered office, its principal place of business, or the Board of Directors. Delivery shall be by hand or by certified or registered mail, return receipt requested. Delivery to the Company’s principal place of business shall be addressed to the Board of Directors. (c) If any action by Members is taken by written consent, any articles certificate or documents other document filed with the Secretary of State of the State of Delaware as a result of the taking of the action shall state, in lieu of any statement required by the Act concerning any vote of Members, that written consent has been given in accordance with the provisions of law the Act and that any written notice required by the law Act has been given. (d) Members entitled to vote may participate in and hold a meeting by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, and participation in such meeting shall constitute attendance and presence in person at such meeting, except where a Person participates in the 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.