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Common use of Meeting of Members Clause in Contracts

Meeting of Members. Any action permitted or required to be taken by the Members pursuant to this Agreement may be effected at a meeting of such Members called by the Managing Member, in its discretion at any time from time to time, by the Managing Member giving not less than five days’ prior written notice to all other Members, which notice shall state briefly the purpose, time and place of the meeting. All such meetings shall be held within or outside the State of Delaware at such reasonable place as the Managing Member shall designate and during normal business hours, and may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. The Members may vote at any such meeting in person or by proxy. Participation in such a meeting shall constitute presence in person at such meeting. No notice of the time, place or purpose of any meeting need be given to any Member who, either before or after the time of such meeting, waives such notice in writing. At any meeting of the Members, the Managing Member, whether present in person or by proxy, shall, except as otherwise provided by law or by this Agreement, constitute a quorum. Whenever any Company action is to be taken by vote of the Members at a meeting, such action shall be authorized upon receiving the affirmative vote of the Managing Member. For the avoidance of doubt, Members owning Class B-1 Units shall not be entitled, with respect to such Class B-1 Units, to vote on or approve or consent to any action permitted or required to be taken or any determination required to be made by the Company or the Members, including the right to vote on or approve or consent to any merger or consolidation involving the Company, or any amendment to this Agreement, other than pursuant to Section 14.08.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (MediaAlpha, Inc.), Limited Liability Company Agreement (MediaAlpha, Inc.)

Meeting of Members. Any action permitted or required to be taken by the Members pursuant to this Agreement may be effected considered at a meeting of such Members called held not less than ten days after notification thereof shall have been given by the Managing Member to all Members. Such notification may be given by the Managing Member, in its discretion discretion, at any time from time to time, by the Managing Member giving not less than five days’ prior written notice to all other Members, which notice . Any such notification shall state briefly the purpose, time and place of the meeting. All such meetings shall be held within or outside the State of Delaware at such reasonable place as the Managing Member shall designate and during normal business hours, and may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. The Members may vote at any such meeting in person or by proxy. Participation in such a meeting shall constitute presence in person at such meeting. No notice of the time, place or purpose of any meeting need be given to any Member who, either before or after the time of such meeting, waives such notice in writing. At any meeting of the Members, the Managing Member, whether present in person or by proxy, shall, except as otherwise provided by law or by this Agreement, constitute a quorum. Whenever any Company action is to be taken by vote of the Members at a meeting, such action it shall be authorized upon receiving the affirmative vote of the Managing Member. For the avoidance of doubt, Members owning Class B-1 Units B common units shall not be entitled, with respect to such Class B-1 UnitsB common units, to vote on or approve or consent to any action permitted or required to be taken or any determination required to be made by the Company or the Members, including the right to vote on or approve or consent to any merger or consolidation involving the Company, or any amendment to this Agreement, other than pursuant to Section 14.08.

Appears in 2 contracts

Samples: Operating Agreement (Evolent Health, Inc.), Operating Agreement (Evolent Health, Inc.)

Meeting of Members. Any action permitted or required to be taken by the Members pursuant to this Agreement may be effected considered at a meeting of such Members called held not less than ten days after notification thereof shall have been given by the Managing Member to all Members. Such notification may be given by the Managing Member, in its discretion discretion, at any time from time to time, by the Managing Member giving not less than five days’ prior written notice to all other Members, which notice . Any such notification shall state briefly the purpose, time and place of the meeting. All such meetings shall be held within or outside the State of Delaware at such reasonable place as the Managing Member shall designate and during normal business hours, and may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. The Members may vote at any such meeting in person or by proxy. Participation in such a meeting shall constitute presence in person at such meeting. No notice of the time, place or purpose of any meeting need be given to any Member who, either before or after the time of such meeting, waives such notice in writing. At any meeting of the Members, the Managing Member, whether present in person or by proxy, shall, except as otherwise provided by law or by this Agreement, constitute a quorum. Whenever any Company action is to be taken by vote of the Members at a meeting, such action it shall be authorized upon receiving the affirmative vote of the Managing Member. For the avoidance of doubt, Members owning Class B-1 Units Series B Membership Interests shall not be entitled, with respect to such Class B-1 UnitsSeries B Membership Interests, to vote on or approve or consent to any action permitted or required to be taken or any determination required to be made by the Company or the Members, including the right to vote on or approve or consent to any merger or consolidation involving the Company, or any amendment to this Agreement, other than pursuant to Section 14.0815.09.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (First Wind Holdings Inc.), Limited Liability Company Agreement (First Wind Holdings Inc.)

Meeting of Members. Any action permitted or required to be taken by the Members pursuant to this Agreement may be effected considered at a meeting of such Members called held not less than ten days after notification thereof shall have been given by the Managing Member to all Members. Such notification may be given by the Managing Member, in its discretion discretion, at any time from time to time, by the Managing Member giving not less than five days’ prior written notice to all other Members, which notice . Any such notification shall state briefly the purpose, time and place of the meeting. All such meetings shall be held within or outside the State of Delaware at such reasonable place as the Managing Member shall designate and during normal business hours, and may be held by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. The Members may vote at any such meeting in person or by proxy. Participation in such a meeting shall constitute presence in person at such meeting. No notice of the time, place or purpose of any meeting need be given to any Member who, either before or after the time of such meeting, waives such notice in writing. At any meeting of the Members, the Managing Member, whether present in person or by proxy, shall, except as otherwise provided by law or by this Agreement, constitute a quorum. Whenever any Company action is to be taken by vote of the Members at a meeting, such action it shall be authorized upon receiving the affirmative vote of the Managing Member. For the avoidance of doubt, Members owning Class B-1 Units Series B Membership Interests shall not be entitled, with respect to such Class B-1 UnitsSeries B Membership Interests, to vote on or approve or consent to any action permitted or required to be taken or any determination required to be made by the Company or the Members, including the right to vote on or approve or consent to any merger or consolidation involving the Company, or any amendment to this Agreement, other than pursuant to Section 14.0814.09.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Health Insurance Innovations, Inc.), Limited Liability Company Agreement (Health Insurance Innovations, Inc.)

Meeting of Members. Any action permitted or required to be taken by the Members pursuant to this Operating Agreement may be effected considered at a meeting of such Members called held not less than five Business Days after notification thereof shall have been given by the Managing Member to all Members. Such notification may be given by the Managing Member, in its discretion discretion, at any time from time to time, by the Managing Member giving not less than five days’ prior written notice to all other Members, which notice . Any such notification shall state briefly the purpose, time and place of the meeting. All such meetings shall be held within or outside the State of Delaware at such reasonable place as the Managing Member shall designate and during normal business hours, and may be held by means of telephone conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. The Members may vote at any such meeting in person or by proxy. Participation in such a meeting shall constitute presence in person at such meeting. No notice of the time, place or purpose of any meeting need be given to any Member who, either before or after the time of such meeting, waives such notice in writing. At any meeting of the Members, the Managing Member, whether present in person or by proxy, shall, except as otherwise provided by law or by this Operating Agreement, constitute a quorum. Whenever any Company action is to be taken by vote of the Members at a meeting, such action it shall be authorized upon receiving the affirmative vote of the Managing Member. For the avoidance of doubt, Members owning Class B-1 Common Units (other than OTG EXP) shall not be entitled, with respect to such Class B-1 Common Units, to vote on or approve or consent to any action permitted or required to be taken or any determination required to be made by the Company or the Members, including the right to vote on or approve or consent to any merger or consolidation involving the Company, or any amendment to this Operating Agreement, other than pursuant to Section 14.08.

Appears in 1 contract

Samples: Operating Agreement (OTG EXP, Inc.)