Common use of Conduct of a Meeting Clause in Contracts

Conduct of a Meeting. The Board of Directors shall have full power and authority concerning the manner of conducting any meeting of the Non-Transocean Members or solicitation of approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Sections 7.4, 13.4 and 13.9, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The Chairman of the Board of Directors, or in the absence of the Chairman of the Board of Directors, the Chief Executive Officer, shall serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Company maintained by the Board of Directors. The Board of Directors may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Non-Transocean Members or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to vote, and the revocation of approvals in writing. Notwithstanding the foregoing provisions of Section 7.3, Section 13.9(b) or this Section 13.10, unless otherwise required by law, if the Non-Transocean Member (or a qualified representative of the Non-Transocean Member) does not appear at the Annual Meeting or special meeting to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Company. For purposes of Section 7.3, Section 13.9(b) or this Section 13.10, to be considered a qualified representative of the Non-Transocean Member, a person must be a duly authorized officer, manager or partner of such Non-Transocean Member or must be authorized by a writing executed by such Non-Transocean Member or an electronic transmission delivered by such Non-Transocean Member to act for such Non-Transocean Member as proxy at the meeting of Non-Transocean Members and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Members.

Conduct of a Meeting. The Board of Directors General Partner shall have full power and authority concerning the manner of conducting any meeting of the Non-Transocean Members Limited Partners or solicitation of approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Sections 7.4, 13.4 and 13.9Section 13.4, the conduct of voting, the validity and effect of any proxies proxies, and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The Chairman of the Board of Directors, or in the absence of the Chairman of the Board of Directors, the Chief Executive Officer, General Partner shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Company Partnership maintained by the Board of DirectorsGeneral Partner. The Board of Directors General Partner may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Non-Transocean Members Limited Partners or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to vote, and the revocation of approvals in writing. Notwithstanding anything in this Agreement to the foregoing provisions contrary, no business shall be conducted at a meeting except in accordance with the procedures and conditions set forth in this Article XIII, and the Proxy Rules; provided, however, that nothing in this Article XIII or the Proxy Rules shall be deemed to preclude discussion of Section 7.3, Section 13.9(b) or this Section 13.10, unless otherwise required by lawany business properly brought before a meeting. The chairman of the meeting shall, if the Non-Transocean Member (or a qualified representative facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Article XIII, and if he should so determine, he shall so declare to the Non-Transocean Member) does meeting and any such business not appear at properly brought before the Annual Meeting or special meeting to present a nomination or proposed business, such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Company. For purposes of Section 7.3, Section 13.9(b) or this Section 13.10, to be considered a qualified representative of the Non-Transocean Member, a person must be a duly authorized officer, manager or partner of such Non-Transocean Member or must be authorized by a writing executed by such Non-Transocean Member or an electronic transmission delivered by such Non-Transocean Member to act for such Non-Transocean Member as proxy at the meeting of Non-Transocean Members and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Members.

Conduct of a Meeting. (a) The Board of Directors shall have full power may adopt by resolution such rules and authority concerning the manner of conducting any meeting of the Non-Transocean Members or solicitation of approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Sections 7.4, 13.4 and 13.9, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The Chairman of the Board of Directors, or in the absence of the Chairman of the Board of Directors, the Chief Executive Officer, shall serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Company maintained by the Board of Directors. The Board of Directors may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning for the conduct of any meeting of the Non-Transocean Members as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the chairman of any meeting of the Members shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or solicitation procedures, whether adopted by the Board or prescribed by the chairman of approvals in writingthe meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) the determination of when the polls shall open and close for any given matter to be voted on at the meeting; (iii) rules and procedures for maintaining order at the meeting and the safety of those present, including removing any person or persons who refuse to comply with meeting rules, regulations or procedures; (iv) limitations on attendance at or participation in regard the meeting to Record Holders of the Company, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (v) restrictions on entry to the appointment meeting after the time fixed for the commencement thereof; and (vi) limitations on the time allotted to questions or comments by participants. (b) The chairman of proxies, any meeting of Members shall have the appointment power and duties of inspectors of votes and approvals, duty to determine all matters relating to the submission and examination of proxies and other evidence conduct of the right to votemeeting, including determining whether any nomination or item of business has been properly brought before the meeting in accordance with this Agreement, and the revocation of approvals in writing. Notwithstanding the foregoing provisions of Section 7.3, Section 13.9(b) or this Section 13.10, unless otherwise required by law, if the Non-Transocean Member (or a qualified representative of the Non-Transocean Member) does not appear at the Annual Meeting or special meeting to present a chairman should so determine and declare that any nomination or proposed businessitem of business has not been properly brought before a meeting of Members, then such business shall not be transacted or considered at such meeting and such nomination shall be disregarded and such proposed business shall not be transacted, notwithstanding that proxies in respect of such vote may have been received by the Company. For purposes of Section 7.3, Section 13.9(b) or this Section 13.10, to be considered a qualified representative of the Non-Transocean Member, a person must be a duly authorized officer, manager or partner of such Non-Transocean Member or must be authorized by a writing executed by such Non-Transocean Member or an electronic transmission delivered by such Non-Transocean Member to act for such Non-Transocean Member as proxy at the meeting of Non-Transocean Members and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of Membersdisregarded.