Common use of Action Without a Meeting; Telephonic Meetings Clause in Contracts

Action Without a Meeting; Telephonic Meetings. (a) Any action required to be taken at any annual or special meeting of, or by any vote of, Common Holders or of any class of Members, or any action or vote that may be taken at any annual or special meeting of such Common Holders or class 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 and bearing the dates of signature of the Members who signed the consent or consents, shall be signed by Members holding (i) in the case of any action required to be taken at any annual or special meeting, or by vote, of the Common Holders, not less than a majority of the Voting Power of the outstanding Membership Interests (or, with respect to the taking of any action that would require a higher percentage of Common Holders to approve hereunder, such higher percentage of the outstanding Membership Interests), or (ii) in the case of any action required to be taken at any meeting of the Members holding a particular class of Membership Interests, not less than a majority of the Membership Interests of such class, as applicable. Any such consent or consents shall be delivered to the Company by delivery to the Company’s principal place of business, or an Officer or agent of the Company having custody of the book or books in which proceedings of meetings of the Members are recorded. If action is so taken without a meeting by less than unanimous written consent of the Common Holders or of any class of Members, a copy of such written consent shall be delivered promptly to all Common Holders or all Members of such class who have not consented in writing. Any action taken pursuant to such written consent or consents of the Common Holders or any class of Members shall have the same force and effect as if taken by the Members at a meeting of the Common Holders or the Members of such class. (b) Common Holders may participate in meetings of the Common Holders, and Members of any class of Members may participate in meetings of such class of Members, by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. Participation in a telephonic meeting pursuant to this Section 7.8(b) shall constitute presence at such meeting and shall constitute a waiver of any deficiency of notice.

Action Without a Meeting; Telephonic Meetings. (a) Any action required to be taken at any annual or special meeting ofof Common Holders, or by at any vote of, Common Holders or meeting of any class of Members, or any action or vote that may be taken at any annual or special meeting of such Common Holders or class 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 and bearing the dates of signature of the Members who signed the consent or consents, shall be signed by Members holding (i) in the case of any action required to be taken at any annual or special meeting, or by vote, meeting of the Common Holders, not less than a majority sixty-six and two-thirds percent (662/3%) of the Voting Power of the outstanding Membership Interests (or, with respect to the taking of any action that would require a higher percentage of Common Holders to approve hereunder, such higher percentage of the outstanding Membership Interests), or (ii) in the case of any action required to be taken at any meeting of the Members holding a particular class of Membership Interests, not less than a majority of the Membership Interests of such class, as applicable. Any such consent or consents shall be delivered to the Company by delivery to the Company’s principal place of business, or an Officer or agent of the Company having custody of the book or books in which proceedings of meetings of the Members are recorded. If action is so taken without a meeting by less than unanimous written consent of the Common Holders or of any class of Members, a copy of such written consent shall be delivered promptly to all Common Holders or all Members of such class who have not consented in writing. Any action taken pursuant to such written consent or consents of the Common Holders or any class of Members shall have the same force and effect as if taken by the Members at a meeting of the Common Holders or the Members of such class. (b) Common Holders may participate in meetings of the Common Holders, and Members of any class of Members may participate in meetings of such class of Members, by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. Participation in a telephonic meeting pursuant to this Section 7.8(b) shall constitute presence at such meeting and shall constitute a waiver of any deficiency of notice.

Action Without a Meeting; Telephonic Meetings. (a) Any action required to be taken at any annual or special meeting of, or by any vote of, Common of the Holders or of any class or all classes of MembersMembership Interests, or any action or vote that may be taken at any annual or special meeting of such Common the Holders of any class or class all classes of MembersMembership Interests, 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 and bearing the dates of signature of the Members Holders who signed the consent or consents, shall be signed by Members the Holders holding (i) in the case of any action required to be taken at any annual or special meeting, or by vote, of the Common Holders, not less than a majority of the Voting Power of the outstanding Membership Interests (or, with respect to the taking of any action that would require a higher percentage of Common Holders to approve hereunder, such higher percentage of the outstanding Membership Interests), or (ii) in the case of any action required to be taken at any meeting of the Members holding a particular class of Membership Interests, not less than a majority of the Membership Interests of such class, as applicableclass of Membership Interests. Any such consent or consents shall be delivered to the Company LLP by delivery to the CompanyLLP’s principal place of business, or an Officer or agent of the Company LLP having custody of the book or books in which proceedings of meetings of the Members Holders are recorded; (i) provided, that, in the case of any such written consent of the Majority Class B Holders pursuant to Section 8.4(c) that provides for the removal of any Manager, the Board of Managers and the LLP shall be provided with not less than thirty days’ written notice prior to the effectiveness of such removal (such notice, a “Removal Notice”); and (ii) provided further, that, within ten days following receipt of a Removal Notice, the LLP shall provide a copy of such Removal Notice to all other Members; in each of cases (i) and (ii), such Removal Notice (or copy thereof, as applicable) to be delivered in accordance with Section 14.3. If action is so taken without a meeting by less than unanimous written consent of the Common Holders or of any the applicable class of MembersMembership Interests, a copy of such written consent shall be delivered promptly to all Common Holders or all Members of such class of Membership Interests who have not consented in writing. Any action taken pursuant to such written consent or consents of the Common Holders or of any class of Members Membership Interests shall have the same force and effect as if taken by the Members Holders of such class of Membership Interests at a meeting of the Common Holders or the Members of such classclass of Membership Interests. (b) Common The Holders of each class of Membership Interests may participate in meetings of the Common Holders, and Members of any class of Members may participate in meetings Holders of such class of Members, Membership Interests by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. Participation in a telephonic meeting pursuant to this Section 7.8(b) shall constitute presence at such meeting and shall constitute a waiver of any deficiency of notice.

Action Without a Meeting; Telephonic Meetings. (a) Any action required to be taken at any annual or special meeting of, or by any vote of, Common Holders or of any class of MembersStockholders, or any action or vote that may be taken at any annual or special meeting of such Common Holders or class of MembersStockholders, 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 and bearing the dates of signature of the Members Stockholders who signed the consent or consents, shall be signed by Members Stockholders holding (i) in the case of any action required to be taken at any annual or special meeting, or by vote, of the Common Holders, not less than a majority of the Voting Power of the outstanding Membership Interests Common Stock (or, with respect to the taking of any action that would require a higher percentage of Common Holders to approve hereunder, such higher percentage of the outstanding Membership InterestsCommon Stock), or (ii) in the case of any action required to be taken at any meeting of the Members Stockholders holding a particular class of Membership Interestscapital stock, not less than a majority of the Membership Interests shares of capital stock of such class, as applicable. Any such consent or consents shall be delivered to the Company by delivery to the Company’s principal place of business, or an Officer or agent of the Company having custody of the book or books in which proceedings of meetings of the Members Stockholders are recorded. If action is so taken without a meeting by less than unanimous written consent of the Common Holders or of any class of MembersStockholders, a copy of such written consent shall be delivered promptly to all Common Holders or all Members Stockholders of such class who have not consented in writing. Any action taken pursuant to such written consent or consents of the Common Holders or any class of Members Stockholders shall have the same force and effect as if taken by the Members Stockholders at a meeting of the Common Holders or the Members Stockholders of such class. (b) Common Holders may participate in meetings of the Common Holders, and Members Stockholders of any class of Members may participate in meetings of such class of MembersStockholders, by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. Participation in a telephonic meeting pursuant to this Section 7.8(b6.8(b) shall constitute presence at such meeting and shall constitute a waiver of any deficiency of notice.

Action Without a Meeting; Telephonic Meetings. (a) Any action required to be taken at any annual or special meeting of, or by any vote of, Common of the Holders or of any class or all classes of MembersMembership Interests, or any action or vote that may be taken at any annual or special meeting of such Common the Holders of any class or class all classes of MembersMembership Interests, 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 and bearing the dates of signature of the Members Holders who signed the consent or consents, shall be signed by Members the Holders holding (i) in the case of any action required to be taken at any annual or special meeting, or by vote, of the Common Holders, not less than a majority of the Voting Power of the outstanding Membership Interests (or, with respect to the taking of any action that would require a higher percentage of Common Holders to approve hereunder, such higher percentage of the outstanding Membership Interests), or (ii) in the case of any action required to be taken at any meeting of the Members holding a particular class of Membership Interests, not less than a majority of the Membership Interests of such class, as applicableclass of Membership Interests. Any such consent or consents shall be delivered to the Company LLP by delivery to the CompanyLLP’s principal place of business, or an Officer or agent of the Company LLP having custody of the book or books in which proceedings of meetings of the Members Holders are recorded. If action is so taken without a meeting by less than unanimous written consent of the Common Holders or of any the applicable class of MembersMembership Interests, a copy of such written consent shall be delivered promptly to all Common Holders or all Members of such class of Membership Interests who have not consented in writing. Any action taken pursuant to such written consent or consents of the Common Holders or of any class of Members Membership Interests shall have the same force and effect as if taken by the Members Holders of such class of Membership Interests at a meeting of the Common Holders or the Members of such classclass of Membership Interests. (b) Common The Holders of each class of Membership Interests may participate in meetings of the Common Holders, and Members of any class of Members may participate in meetings Holders of such class of Members, Membership Interests by means of conference telephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other. Participation in a telephonic meeting pursuant to this Section 7.8(b) shall constitute presence at such meeting and shall constitute a waiver of any deficiency of notice.