Common use of Interested Directors; Quorum Clause in Contracts

Interested Directors; Quorum. No contract or transaction between the Company and one or more of its Directors or Officers, or between the Company and any other limited liability company, corporation, partnership, association or other organization in which one or more of its Directors or Officers are Directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or Officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of disinterested Directors, even though the disinterested Directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Securityholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Securityholders; or (3) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the Securityholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Interested Directors; Quorum. No contract or transaction between the Company Corporation and one or more of its Directors directors or Officersofficers, or between the Company Corporation and any other limited liability company, corporation, partnership, association or other organization in which one or more of its Directors directors or Officers officers are Directors directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director director or Officer officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directorsdirectors, even though the disinterested Directors directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Securityholders stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Securityholdersstockholders; or (3) the contract or transaction is fair as to the Company Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the Securityholdersstockholders. Common or interested Directors directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Interested Directors; Quorum. No contract or transaction ----------- ---------------------------- between the Company Corporation and one or more of its Directors directors or Officersofficers, or between the Company Corporation and any other limited liability company, corporation, partnership, association association, or other organization in which one or more of its Directors directors or Officers officers are Directors directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director director or Officer officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board or the committee in good faith authorizes the contract or transaction by the affirmative votes vote of a majority of the disinterested Directorsdirectors, even though the disinterested Directors directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Securityholders stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Securityholdersstockholders; or (3) the contract or transaction is fair as to the Company Corporation as of the time it is authorized, approved or ratified, by the BoardBoard of Directors, a committee thereof thereof, or the Securityholdersstockholders. Common or interested Directors directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Interested Directors; Quorum. No contract or transaction between the Company Corporation and one or more of its Directors directors or Officersofficers, or between the Company Corporation and any other limited liability company, corporation, partnership, association association, or other organization in which one or more of its Directors directors or Officers officers are Directors directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director director or Officer officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the approves such contract or transaction by a vote sufficient for such purpose without counting the affirmative vote or votes of disinterested Directors, even though the disinterested Directors be less than a quorumsuch interested director or directors; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Securityholders shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Securityholdersshareholders; or (3) the contract or transaction is fair and reasonable as to the Company Corporation as of the time it is authorized, approved or ratified, by the BoardBoard of Directors, a committee thereof thereof, or the Securityholdersshareholders. Common or interested Directors Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee thereof which authorizes the contract or transaction.

Interested Directors; Quorum. No contract or transaction between the Company Corporation and one or more of its Directors directors or Officersofficers, or between the Company Corporation and any other limited liability company, corporation, partnership, association or other organization in which one or more of its Directors directors or Officers officers are Directors directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director director or Officer officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her their or their votes are counted for such purpose, if: (1) the material facts as to his or her their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directorsdirectors, even though the disinterested Directors directors be less than a quorum; or (2) the material facts as to his or her their relationship or interest and as to the contract or transaction are disclosed or are known to the Securityholders stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Securityholdersstockholders; or (3) the contract or transaction is fair as to the Company Corporation as of the time it is authorized, approved or ratified, by the BoardBoard of Directors, a committee thereof or the Securityholdersstockholders. Common or interested Directors directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Interested Directors; Quorum. No contract or transaction between the Company Corporation and one (1) or more of its Directors directors or Officersofficers, or between the Company Corporation and any other limited liability company, corporation, partnership, association or other organization in which one (1) or more of its Directors directors or Officers officers are Directors directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director director or Officer officer is present at or participates in the meeting of the Board of Directors or committee thereof which that authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: if (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Directorsdirectors, even though the disinterested Directors be directors are less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Securityholders stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Securityholdersstockholders; or (3) the contract or transaction is fair as to the Company Corporation as of the time it is authorized, approved or ratified, ratified by the BoardBoard of Directors, a committee thereof or the Securityholdersstockholders. Common or interested Directors Interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which that authorizes the such contract or transaction.

Interested Directors; Quorum. No contract or transaction between the Company and one or more of its Directors or Officers, or between the Company and any other limited liability company, corporation, partnership, association or other organization in which one or more of its Directors or Officers are Directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or Officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the 8 63 contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of disinterested Directors, even though the disinterested Directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Securityholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Securityholders; or (3) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the Securityholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Interested Directors; Quorum. No contract or transaction between the Company LLC and one or more of its Directors or Officers, or between the Company LLC and any other limited liability company, corporation, partnership, association or other organization in which one or more of its Directors or Officers are Directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director or Officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, if: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes the contract or transaction by the affirmative votes of disinterested Directors, even though the disinterested Directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Securityholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Securityholders; or (3) the contract or transaction is fair as to the Company LLC as of the time it is authorized, approved or ratified, by the Board, a committee thereof or the Securityholders. Common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

Interested Directors; Quorum. No contract or transaction between the Company Corporation and one or more of its Directors directors or Officersofficers, or between the Company Corporation and any other limited liability company, corporation, partnership, association association, or other organization entity in which one or more of its Directors directors or Officers officers are Directors directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Director director or Officer officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or her or their votes are counted for such purpose, ifif any of the following are satisfied: (1) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Board or the committee, and the Board or committee in good faith authorizes authorized the contract or transaction by the affirmative votes of a majority of the disinterested Directorsdirectors, even though the disinterested Directors directors be less than a quorum; or (2) the material facts as to his or her relationship or interest and as to the contract or transaction are disclosed or are known to the Securityholders stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Securityholdersstockholders; or (3) the contract or transaction is fair as to the Company Corporation as of the time it is authorized, approved or ratified, by the Board, a committee thereof thereof, or the Securityholdersstockholders. Common or interested Directors directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.