Action of Operating Committee. (a) Except as otherwise provided herein, each of the members of the Operating Committee, including the Chair, shall be authorized to cast one (1) vote for each Participant that he or she represents on all matters voted upon by the Operating Committee, and action of the Operating Committee shall be authorized by Majority Vote, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder. Action of the Operating Committee authorized in accordance with this Agreement shall be without prejudice to the rights of any Participant to present contrary views to any regulatory body or in any other appropriate forum. Without limiting the generality of the foregoing, the Company shall not take any of the following actions unless the Operating Committee, by Majority Vote, authorizes such action: (i) select the Chair pursuant to Section 4.2(b); (ii) select the members of the Advisory Committee pursuant to Section 4.13; (iii) interpret this Agreement (unless otherwise noted herein); (iv) approve any recommendation by the Chief Compliance Officer pursuant to Section 6.2(a)(v)(A); (v) determine to hold an Executive Session of the Operating Committee pursuant to Section 4.4(a); (vi) determine the appropriate funding-related policies, procedures and practices consistent with Article XI; or (vii) any other matter specified elsewhere in this Agreement (which includes, as stated in the definition of “Agreement,” the Appendices to this Agreement) as requiring a vote, approval or other action of the Operating Committee (other than those matters expressly requiring a Supermajority Vote or a different vote of the Operating Committee). (b) Notwithstanding Section 4.3(a) or anything else to the contrary in this Agreement, the Company shall not take any of the following actions unless such action shall have been authorized by the Supermajority Vote of the Operating Committee, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder: (i) select a Plan Processor, other than the Initial Plan Processor selected in accordance with Article V; (ii) terminate a Plan Processor without cause in accordance with Section 6.1(q); (iii) approve the Plan Processor’s appointment or removal of the Chief Information Security Officer, the Chief Compliance Officer, or any Independent Auditor in accordance with Section 6.1(b); (iv) enter into, modify or terminate any Material Contract (if the Material Contract is with a Participant or an Affiliate of a Participant, such Participant and Affiliated Participant shall be recused from any vote under this Section 4.3(b)(iv)); (v) make any Material Systems Change; (vi) approve the initial Technical Specifications pursuant to Section 6.9 or any Material Amendment to the Technical Specifications proposed by the Plan Processor in accordance with Section 6.9; (vii) amend the Technical Specifications on its own motion; or (viii) any other matter specified elsewhere in this Agreement (which includes, as stated in the definition of “Agreement,” the Appendices to this Agreement) as requiring a vote, approval or other action of the Operating Committee by a Supermajority Vote. (c) Any action required or permitted to be taken at any meeting of the Operating Committee or any Subcommittee may be taken without a meeting, if all of the members of the Operating Committee or Subcommittee, as the case may be, then serving consent to the action in writing or by electronic transmission. Such written consents and hard copies of the electronic transmissions shall be filed with the minutes of proceedings of the Operating Committee or Subcommittee, as applicable. (d) If a member of the Operating Committee or any Subcommittee determines that voting on a matter under consideration by the Operating Committee or such Subcommittee raises a Conflict of Interest, such member shall recuse himself or herself from voting on such matter. If the members of the Operating Committee or any Subcommittee (excluding the member thereof proposed to be recused) determine by Supermajority Vote that any member voting on a matter under consideration by the Operating Committee or such Subcommittee raises a Conflict of Interest, such member shall be recused from voting on such matter. No member of the Operating Committee or any Subcommittee shall be automatically recused from voting on any matter, except as provided in Section 4.3(b)(iv) or as otherwise specified elsewhere in this Agreement, and except as provided below: (i) if a Participant is a Bidding Participant whose Bid remains under consideration, members appointed to the Operating Committee or any Subcommittee by such Participant or any of its Affiliated Participants shall be recused from any vote concerning: (A) whether another Bidder may revise its Bid; (B) the selection of a Bidder; or (C) any contract to which such Participant or any of its Affiliates would be a party in its capacity as Plan Processor; and (ii) if a Participant is (A) then serving as Plan Processor, (B) is an Affiliate of the Person then serving as Plan Processor, or (C) is an Affiliate of an entity that is a Material Subcontractor to the Plan Processor, then in each case members appointed to the Operating Committee or any Subcommittee by such Participant or any of its Affiliated Participants shall be recused from any vote concerning: (1) the proposed removal of such Plan Processor; or (2) any contract between the Company and such Plan Processor.
Appears in 5 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
Action of Operating Committee.
(a) Except as otherwise provided herein, each of the members of the Operating Committee, including the Chair, shall be authorized to cast one (1) vote for each Participant that he or she represents on all matters voted upon by the Operating Committee, and action of the Operating Committee shall be authorized by Majority Vote, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder. Action of the Operating Committee authorized in accordance with this Agreement shall be without prejudice to the rights of any Participant to present contrary views to any regulatory body or in any other appropriate forum. Without limiting the generality of the foregoing, the Company shall not take any of the following actions unless the Operating Committee, by Majority Vote, authorizes such action:
(i) select the Chair pursuant to Section 4.2(b);
(ii) select the members of the Advisory Committee pursuant to Section 4.13;
(iii) interpret this Agreement (unless otherwise noted herein);
(iv) approve any recommendation by the Chief Compliance Officer pursuant to Section 6.2(a)(v)(A);
(v) determine to hold an Executive Session of the Operating Committee pursuant to Section 4.4(a);
(vi) determine the appropriate funding-related policies, procedures and practices consistent with Article XI; or
(vii) any other matter specified elsewhere in this Agreement (which includes, as stated in the definition of “Agreement,” the Appendices to this Agreement) as requiring a vote, approval or other action of the Operating Committee (other than those matters expressly requiring a Supermajority Vote or a different vote of the Operating Committee).
(b) Notwithstanding Section 4.3(a) or anything else to the contrary in this Agreement, the Company shall not take any of the following actions unless such action shall have been authorized by the Supermajority Vote of the Operating Committee, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder:
(i) select a Plan Processor, other than the Initial Plan Processor selected in accordance with Article V;
(ii) terminate a Plan Processor without cause in accordance with Section 6.1(q);
(iii) approve the Plan Processor’s appointment or removal of the Chief Information Security Officer, the Chief Compliance Officer, or any Independent Auditor in accordance with Section 6.1(b);
(iv) enter into, modify or terminate any Material Contract (if the Material Contract is with a Participant or an Affiliate of a Participant, such Participant and Affiliated Participant shall be recused from any vote under this Section 4.3(b)(iv));
(v) make any Material Systems Change;
(vi) approve the initial Technical Specifications pursuant to Section 6.9 or any Material Amendment to the Technical Specifications proposed by the Plan Processor in accordance with Section 6.9;
(vii) amend the Technical Specifications on its own motion; or
(viii) any other matter specified elsewhere in this Agreement (which includes, as stated in the definition of “Agreement,” the Appendices to this Agreement) as requiring a vote, approval or other action of the Operating Committee by a Supermajority Vote.
(c) Any action required or permitted to be taken at any meeting of the Operating Committee or any Subcommittee may be taken without a meeting, if all of the members of the Operating Committee or Subcommittee, as the case may be, then serving consent to the action in writing or by electronic transmission. Such written consents and hard copies of the electronic transmissions shall be filed with the minutes of proceedings of the Operating Committee or Subcommittee, as applicable.
(d) If a member of the Operating Committee or any Subcommittee determines that voting on a matter under consideration by the Operating Committee or such Subcommittee raises a Conflict of Interest, such member shall recuse himself or herself from voting on such matter. If the members of the Operating Committee or any Subcommittee (excluding the member thereof proposed to be recused) determine by Supermajority Vote that any member voting on a matter under consideration by the Operating Committee or such Subcommittee raises a Conflict of Interest, such member shall be recused from voting on such matter. No member of the Operating Committee or any Subcommittee shall be automatically recused from voting on any matter, except as provided in Section 4.3(b)(iv) or as otherwise specified elsewhere in this Agreement, and except as provided below:
(i) if a Participant is a Bidding Participant whose Bid remains under consideration, members appointed to the Operating Committee or any Subcommittee by such Participant or any of its Affiliated Participants shall be recused from any vote concerning: (A) whether another Bidder may revise its Bid; (B) the selection of a Bidder; or (C) any contract to which such Participant or any of its Affiliates would be a party in its capacity as Plan Processor; and
(ii) if a Participant is (A) then serving as Plan Processor, (B) is an Affiliate of the Person then serving as Plan Processor, or (C) is an Affiliate of an entity that is a Material Subcontractor to the Plan Processor, then in each case members appointed to the Operating Committee or any Subcommittee by such Participant or any of its Affiliated Participants shall be recused from any vote concerning: (1) the proposed removal of such Plan Processor; or (2) any contract between the Company and such Plan Processor.
Appears in 4 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
Action of Operating Committee.
(a) Except as otherwise provided herein, each of the members of the Operating Committee, including the Chair, shall be authorized to cast one (1) vote for each Participant that he or she represents on all matters voted upon by the Operating Committee, and action of the Operating Committee shall be authorized by Majority Vote, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder. Action of the Operating Committee authorized in accordance with this Agreement shall be without prejudice to the rights of any Participant to present contrary views to any regulatory body or in any other appropriate forum. Without limiting the generality of the foregoing, the Company shall not take any of the following actions unless the Operating Committee, by Majority Vote, authorizes such action:
(i) select the Chair pursuant to Section 4.2(b);
(ii) select the members of the Advisory Committee pursuant to Section 4.13;Section
(iii) interpret this Agreement (unless otherwise noted herein);
(iv) approve any recommendation by the Chief Compliance Officer pursuant to Section 6.2(a)(v)(A);
(v) determine to hold an Executive Session of the Operating Committee pursuant to Section 4.4(a);
(vi) determine the appropriate funding-related policies, procedures and practices consistent with Article XI; or
(vii) any other matter specified elsewhere in this Agreement (which includes, as stated in the definition of “Agreement,” the Appendices to this Agreement) as requiring a vote, approval or other action of the Operating Committee (other than those matters expressly requiring a Supermajority Vote or a different vote of the Operating Committee).
(b) Notwithstanding Section 4.3(a) or anything else to the contrary in this Agreement, the Company shall not take any of the following actions unless such action shall have been authorized by the Supermajority Vote of the Operating Committee, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder:
(i) select a Plan Processor, other than the Initial Plan Processor selected in accordance with Article V;
(ii) terminate a Plan Processor without cause in accordance with Section 6.1(q);
(iii) approve the Plan Processor’s appointment or removal of the Chief Information Security Officer, the Chief Compliance Officer, or any Independent Auditor in accordance with Section 6.1(b);
(iv) enter into, modify or terminate any Material Contract (if the Material Contract is with a Participant or an Affiliate of a Participant, such Participant and Affiliated Participant shall be recused from any vote under this Section 4.3(b)(iv));
(v) make any Material Systems Change;
(vi) approve the initial Technical Specifications pursuant to Section 6.9 or any Material Amendment to the Technical Specifications proposed by the Plan Processor in accordance with Section 6.9;
(vii) amend the Technical Specifications on its own motion; or
(viii) any other matter specified elsewhere in this Agreement (which includes, as stated in the definition of “Agreement,” the Appendices to this Agreement) as requiring a vote, approval or other action of the Operating Committee by a Supermajority Vote.
(c) Any action required or permitted to be taken at any meeting of the Operating Committee or any Subcommittee may be taken without a meeting, if all of the members of the Operating Committee or Subcommittee, as the case may be, then serving consent to the action in writing or by electronic transmission. Such written consents and hard copies of the electronic transmissions shall be filed with the minutes of proceedings of the Operating Committee or Subcommittee, as applicable.
(d) If a member of the Operating Committee or any Subcommittee determines that voting on a matter under consideration by the Operating Committee or such Subcommittee raises a Conflict of Interest, such member shall recuse himself or herself from voting on such matter. If the members of the Operating Committee or any Subcommittee (excluding the member thereof proposed to be recused) determine by Supermajority Vote that any member voting on a matter under consideration by the Operating Committee or such Subcommittee raises a Conflict of Interest, such member shall be recused from voting on such matter. No member of the Operating Committee or any Subcommittee shall be automatically recused from voting on any matter, except as provided in Section 4.3(b)(iv) or as otherwise specified elsewhere in this Agreement, and except as provided below:
(i) if a Participant is a Bidding Participant whose Bid remains under consideration, members appointed to the Operating Committee or any Subcommittee by such Participant or any of its Affiliated Participants shall be recused from any vote concerning: (A) whether another Bidder may revise its Bid; (B) the selection of a Bidder; or (C) any contract to which such Participant or any of its Affiliates would be a party in its capacity as Plan Processor; and
(ii) if a Participant is (A) then serving as Plan Processor, (B) is an Affiliate of the Person then serving as Plan Processor, or (C) is an Affiliate of an entity that is a Material Subcontractor to the Plan Processor, then in each case members appointed to the Operating Committee or any Subcommittee by such Participant or any of its Affiliated Participants shall be recused from any vote concerning: (1) the proposed removal of such Plan Processor; or (2) any contract between the Company and such Plan Processor.
Appears in 4 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
Action of Operating Committee.
(a) Except as otherwise provided herein, each of the members of the Operating Committee, including the Chair, shall be authorized to cast one (1) vote for each Participant that he or she represents on all matters voted upon by the Operating Committee, and action of the Operating Committee shall be authorized by Majority Vote, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder. Action of the Operating Committee authorized in accordance with this Agreement shall be without prejudice to the rights of any Participant to present contrary views to any regulatory body or in any other appropriate forum. Without limiting the generality of the foregoing, the Company shall not take any of the following actions unless the Operating Committee, by Majority Vote, authorizes such action:
(i) select the Chair pursuant to Section 4.2(b);
(ii) select the members of the Advisory Committee pursuant to Section 4.13;Section
(iii) interpret this Agreement (unless otherwise noted herein);
(iv) approve any recommendation by the Chief Compliance Officer pursuant to Section 6.2(a)(v)(A);
(v) determine to hold an Executive Session of the Operating Committee pursuant to Section 4.4(a);
(vi) determine the appropriate funding-related policies, procedures and practices consistent with Article XI; or
(vii) any other matter specified elsewhere in this Agreement (which includes, as stated in the definition of “Agreement,” the Appendices to this Agreement) as requiring a vote, approval or other action of the Operating Committee (other than those matters expressly requiring a Supermajority Vote or a different vote of the Operating Committee).
(b) Notwithstanding Section 4.3(a) or anything else to the contrary in this Agreement, the Company shall not take any of the following actions unless such action shall have been authorized by the Supermajority Vote of the Operating Committee, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder:
(i) select a Plan Processor, other than the Initial Plan Processor selected in accordance with Article V;
(ii) terminate a Plan Processor without cause in accordance with Section 6.1(q);
(iii) approve the Plan Processor’s appointment or removal of the Chief Information Security Officer, the Chief Compliance Officer, or any Independent Auditor in accordance with Section 6.1(b);
(iv) enter into, modify or terminate any Material Contract (if the Material Contract is with a Participant or an Affiliate of a Participant, such Participant and Affiliated Participant shall be recused from any vote under this Section 4.3(b)(iv));
(v) make any Material Systems Change;
(vi) approve the initial Technical Specifications pursuant to Section 6.9 or any Material Amendment to the Technical Specifications proposed by the Plan Processor in accordance with Section 6.9;
(vii) amend the Technical Specifications on its own motion; or
(viii) any other matter specified elsewhere in this Agreement (which includes, as stated in the definition of “Agreement,” the Appendices to this Agreement) as requiring a vote, approval or other action of the Operating Committee by a Supermajority Vote.
(c) Any action required or permitted to be taken at any meeting of the Operating Committee or any Subcommittee may be taken without a meeting, if all of the members of the Operating Committee or Subcommittee, as the case may be, then serving consent to the action in writing or by electronic transmission. Such written consents and hard copies of the electronic transmissions shall be filed with the minutes of proceedings of the Operating Committee or Subcommittee, as applicable.
(d) If a member of the Operating Committee or any Subcommittee determines that voting on a matter under consideration by the Operating Committee or such Subcommittee raises a Conflict of Interest, such member shall recuse himself or herself from voting on such matter. If the members of the Operating Committee or any Subcommittee (excluding the member thereof proposed to be recused) determine by Supermajority Vote that any member voting on a matter under consideration by the Operating Committee or such Subcommittee raises a Conflict of Interest, such member shall be recused from voting on such matter. No member of the Operating Committee or any Subcommittee shall be automatically recused from voting on any matter, except as provided in Section 4.3(b)(iv) or as otherwise specified elsewhere in this Agreement, and except as provided below:
(i) if a Participant is a Bidding Participant whose Bid remains under consideration, members appointed to the Operating Committee or any Subcommittee by such Participant or any of its Affiliated Participants shall be recused from any vote concerning: (A) whether another Bidder may revise its Bid; (B) the selection of a Bidder; or (C) any contract to which such Participant or any of its Affiliates would be a party in its capacity as Plan Processor; and
(ii) if a Participant is (A) then serving as Plan Processor, (B) is an Affiliate of the Person then serving as Plan Processor, or (C) is an Affiliate of an entity that is a Material Subcontractor to the Plan Processor, then in each case members appointed to the Operating Committee or any Subcommittee by such Participant or any of its Affiliated Participants shall be recused from any vote concerning: (1) the proposed removal of such Plan Processor; or (2) any contract between the Company and such Plan Processor.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Action of Operating Committee.
(a) Except as otherwise provided herein, each of the members of the Operating Committee, including the Chair, shall be authorized to cast one (1) vote for each Participant that he or she represents on all matters voted upon by the Operating Committee, and action of the Operating Committee shall be authorized by Majority Vote, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder. Action of the Operating Committee authorized in accordance with this Agreement shall be without prejudice to the rights of any Participant to present contrary views to any regulatory body or in any other appropriate forum. Without limiting the generality of the foregoing, the Company shall not take any of the following actions unless the Operating Committee, by Majority Vote, authorizes such action:
(i) select the Chair pursuant to Section 4.2(b);
(ii) select the members of the Advisory Committee pursuant to Section 4.13;Section
(iii) interpret this Agreement (unless otherwise noted herein);
(iv) approve any recommendation by the Chief Compliance Officer pursuant to Section 6.2(a)(v)(A);
(v) determine to hold an Executive Session of the Operating Committee pursuant to Section 4.4(a);
(vi) determine the appropriate funding-related policies, procedures and practices consistent with Article XI; or
(vii) any other matter specified elsewhere in this Agreement (which includes, as stated in the definition of “Agreement,” the Appendices to this Agreement) as requiring a vote, approval or other action of the Operating Committee (other than those matters expressly requiring a Supermajority Vote or a different vote of the Operating Committee).
(b) Notwithstanding Section 4.3(a) or anything else to the contrary in this Agreement, the Company shall not take any of the following actions unless such action shall have been authorized by the Supermajority Vote of the Operating Committee, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder:
(i) select a Plan Processor, other than the Initial Plan Processor selected in accordance with Article V;
(ii) terminate a Plan Processor without cause in accordance with with
Section 6.1(q6.1 (q);
(iii) approve the Plan Processor’s appointment or removal of the Chief Information Security Officer, the Chief Compliance Officer, or any Independent Auditor in accordance with Section 6.1(b);
(iv) enter into, modify or terminate any Material Contract (if the Material Contract is with a Participant or an Affiliate of a Participant, such Participant and Affiliated Participant shall be recused from any vote under this Section 4.3(b)(iv));
(v) make any Material Systems Change;
(vi) approve the initial Technical Specifications pursuant to Section 6.9 or any Material Amendment to the Technical Specifications proposed by the Plan Processor in accordance with Section 6.9;
(vii) amend the Technical Specifications on its own motion; or
(viii) any other matter specified elsewhere in this Agreement (which includes, as stated in the definition of “Agreement,” the Appendices to this Agreement) as requiring a vote, approval or other action of the Operating Committee by a Supermajority Vote.
(c) Any action required or permitted to be taken at any meeting of the Operating Committee or any Subcommittee may be taken without a meeting, if all of the members of the Operating Committee or Subcommittee, as the case may be, then serving consent to the action in writing or by electronic transmission. Such written consents and hard copies of the electronic transmissions shall be filed with the minutes of proceedings of the Operating Committee or Subcommittee, as applicable.
(d) If a member of the Operating Committee or any Subcommittee determines that voting on a matter under consideration by the Operating Committee or such Subcommittee raises a Conflict of Interest, such member shall recuse himself or herself from voting on such matter. If the members of the Operating Committee or any Subcommittee (excluding the member thereof proposed to be recused) determine by Supermajority Vote that any member voting on a matter under consideration by the Operating Committee or such Subcommittee raises a Conflict of Interest, such member shall be recused from voting on such matter. No member of the Operating Committee or any Subcommittee shall be automatically recused from voting on any matter, except as provided in Section 4.3(b)(iv) or as otherwise specified elsewhere in this Agreement, and except as provided below:
(i) if a Participant is a Bidding Participant whose Bid remains under consideration, members appointed to the Operating Committee or any Subcommittee by such Participant or any of its Affiliated Participants shall be recused from any vote concerning: (A) whether another Bidder may revise its Bid; (B) the selection of a Bidder; or (C) any contract to which such Participant or any of its Affiliates would be a party in its capacity as Plan Processor; and
(ii) if a Participant is (A) then serving as Plan Processor, (B) is an Affiliate of the Person then serving as Plan Processor, or (C) is an Affiliate of an entity that is a Material Subcontractor to the Plan Processor, then in each case members appointed to the Operating Committee or any Subcommittee by such Participant or any of its Affiliated Participants shall be recused from any vote concerning: (1) the proposed removal of such Plan Processor; or (2) any contract between the Company and such Plan Processor.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Action of Operating Committee.
(a) Except as otherwise provided herein, each of the members of the Operating Committee, including the Chair, shall be authorized to cast one (1) vote for each Participant that he or she represents on all matters voted upon by the Operating Committee, and action of the Operating Committee shall be authorized by Majority Vote, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder. Action of the Operating Committee authorized in accordance with this Agreement shall be without prejudice to the rights of any Participant to present contrary views to any regulatory body or in any other appropriate forum. Without limiting the generality of the foregoing, the Company shall not take any of the following actions unless the Operating Committee, by Majority Vote, authorizes such action:
(i) select the Chair pursuant to Section 4.2(b);
(ii) select the members of the Advisory Committee pursuant to Section 4.13;Section
(iii) interpret this Agreement (unless otherwise noted herein);
(iv) approve any recommendation by the Chief Compliance Officer pursuant to Section 6.2(a)(v)(A);
(v) determine to hold an Executive Session of the Operating Committee pursuant to Section 4.4(a);
(vi) determine the appropriate funding-related policies, procedures and practices consistent with Article XI; or
(vii) any other matter specified elsewhere in this Agreement (which includes, as stated in the definition of “Agreement,” the Appendices to this Agreement) as requiring a vote, approval or other action of the Operating Committee (other than those matters expressly requiring a Supermajority Vote or a different vote of the Operating Committee).
(b) Notwithstanding Section 4.3(a) or anything else to the contrary in this Agreement, the Company shall not take any of the following actions unless such action shall have been authorized by the Supermajority Vote of the Operating Committee, subject to the approval of the SEC whenever such approval is required under applicable provisions of the Exchange Act and the rules of the SEC adopted thereunder:
(i) select a Plan Processor, other than the Initial Plan Processor selected in accordance with Article V;
(ii) terminate a Plan Processor without cause in accordance with with
Section 6.1(q6.1 (q);
(iii) approve the Plan Processor’s appointment or removal of the Chief Information Security Officer, the Chief Compliance Officer, or any Independent Auditor in accordance with Section 6.1(b);
(iv) enter into, modify or terminate any Material Contract (if the Material Contract is with a Participant or an Affiliate of a Participant, such Participant and Affiliated Participant shall be recused from any vote under this Section 4.3(b)(iv));
(v) make any Material Systems Change;
(vi) approve the initial Technical Specifications pursuant to Section 6.9 or any Material Amendment to the Technical Specifications proposed by the Plan Processor in accordance with Section 6.9;
(vii) amend the Technical Specifications on its own motion; or
(viii) any other matter specified elsewhere in this Agreement (which includes, as stated in the definition of “Agreement,” the Appendices to this Agreement) as requiring a vote, approval or other action of the Operating Committee by a Supermajority Vote.
(c) Any action required or permitted to be taken at any meeting of the Operating Committee or any Subcommittee may be taken without a meeting, if all of the members of the Operating Committee or Subcommittee, as the case may be, then serving consent to the action in writing or by electronic transmission. Such written consents and hard copies of the electronic transmissions shall be filed with the minutes of proceedings of the Operating Committee or Subcommittee, as applicable.
(d) If a member of the Operating Committee or any Subcommittee determines that voting on a matter under consideration by the Operating Committee or such Subcommittee raises a Conflict of Interest, such member shall recuse himself or herself from voting on such matter. If the members of the Operating Committee or any Subcommittee (excluding the member thereof proposed to be recused) determine by Supermajority Vote that any member voting on a matter under consideration by the Operating Committee or such Subcommittee raises a Conflict of Interest, such member shall be recused from voting on such matter. No member of the Operating Committee or any Subcommittee shall be automatically recused from voting on any matter, except as provided in Section 4.3(b)(iv) or as otherwise specified elsewhere in this Agreement, and except as provided below:
(i) if a Participant is a Bidding Participant whose Bid remains under consideration, members appointed to the Operating Committee or any Subcommittee by such Participant or any of its Affiliated Participants shall be recused from any vote concerning: (A) whether another Bidder may revise its Bid; (B) the selection of a Bidder; or (C) any contract to which such Participant or any of its Affiliates would be a party in its capacity as Plan Processor; and
(ii) if a Participant is (A) then serving as Plan Processor, (B) is an Affiliate of the Person then serving as Plan Processor, or (C) is an Affiliate of an entity that is a Material Subcontractor to the Plan Processor, then in each case members appointed to the Operating Committee or any Subcommittee by such Participant or any of its Affiliated Participants shall be recused from any vote concerning: (1) the proposed removal of such Plan Processor; or (2) any contract between the Company and such Plan Processor.
Appears in 1 contract
Samples: Limited Liability Company Agreement
