Common use of Meetings, etc Clause in Contracts

Meetings, etc. (a) Meetings of the Board and any committee thereof shall be held at the principal office of the Company or at such other place as may be determined by the Board or such committee. A majority of the Managers (including at least one Class A Holder Manager and at least one Class B Holder Manager (as applicable, the “Required Manager”); provided that if a Required Manager fails to attend three (3) consecutive duly noticed meetings of the Board, such requirement with respect to the non-attending Required Manager shall not apply to any subsequent meetings of the Board until such Required Manager is in attendance) present in person or through their duly authorized attorneys-in-fact, shall constitute a quorum at any meeting of the Board. Business may be conducted once a quorum is present. Regular meetings of the Board shall be held on such dates and at such times as shall be determined by the Board, and it is intended that the Board shall meet at least four (4) times per calendar year. Special meetings of the Board may be called by (i) Managers holding a majority of the votes of all Managers, or, in the case of a special meeting of any committee of the Board, by Managers holding a majority of the votes of all members thereof on at least twenty-four (24) hours’ prior written notice to the other Managers, or (ii) the holders of a majority of the Class B Common Units on at least seven (7) days’ prior written notice to the Managers, in each case, which notice shall state the purpose or purposes for which such meeting is being called, its location, date and hour. The actions taken by the Board or any committee at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Manager as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Board or any committee thereof may be taken by vote of the Board or any committee at a meeting of the Managers thereof or by written consent (without a meeting, without notice and without a vote) so long as such consent is signed by at least the minimum number of Managers that would be necessary to authorize or take such action at a meeting of the Board or such committee in which all members thereof were present. Prompt notice of the action so taken without a meeting shall be given to those Managers who have not consented in writing. A meeting of the Board or any committee may be held by conference telephone or similar communications equipment by means of which all individuals participating in the meeting can be heard. (b) Each Manager shall have one vote on all matters submitted to the Board or any committee thereof (whether the consideration of such matter is taken at a meeting, by written consent or otherwise); provided that (i) the three (3) votes which may be exercised by the Class A Holder Managers may be exercised in the aggregate by any one or more of such Class A Holder Managers, whether or not any such Class A Holder Managers shall have been elected or not or present at any meeting of the Board or not, such that, for illustration, if only two (2) Class A Holder Managers were elected or present at any meeting of the Board, then such Managers would have three (3) votes in the aggregate at such meeting and if only one (1) Class A Holder Manager were in attendance at a meeting of the Board and only two (2) Class A Holder Managers had been elected by the Class A Holder, then such Manager would have three (3) votes at such meeting, and (ii) the two (2) votes which may be exercised by the Class B Holder Managers may be exercised in the aggregate by any one or more of such Class B Holder Managers, whether or not any such Class B Holder Managers shall have been elected or not or present at any meeting of the Board or not, such that, for illustration, if only one (1) Class B Holder Manager were elected or present at any meeting of the Board, then such Manager would have two (2) votes in the aggregate at such meeting. The affirmative vote (whether by proxy, consent or otherwise) of members of the Board holding a majority of the votes of all members of the Board shall be the act of the Board. Except as otherwise provided by the Board when establishing any committee, the affirmative vote (whether by proxy, consent or otherwise) of members of such committee holding a majority of the votes of all members of such committee shall be the act of such committee. Prompt notice of any action taken by a committee shall be delivered to each Manager who is not a member of such committee or in attendance at such committee meeting. (c) The Company shall pay the reasonable out-of-pocket expenses incurred by each Manager in connection with attending the meetings of the Board and any committee thereof (unless such expenses shall have been paid or are required to be paid by any other Person). Except as otherwise provided in the immediately preceding sentence or elsewhere in this Agreement, the Managers shall not be compensated for their services as members of the Board.

Meetings, etc. (a) Meetings of the Board and any committee thereof shall be held at the principal office of the Company or at such other place as may be determined by the Board or such committee. A majority of the Managers (including at least one Class A Holder Manager and at least one Class B Holder Manager (as applicable, the “Required Manager”); provided that if a Required Manager fails to attend three (3) consecutive duly noticed meetings of the Board, such requirement with respect to the non-attending Required Manager shall not apply to any subsequent meetings of the Board until such Required Manager is in attendance) present in person or through their duly authorized attorneys-in-fact, shall constitute a quorum at any meeting of the Board. Business may be conducted once a quorum is present. Regular meetings of the Board shall be held on such dates and at such times as shall be determined by the Board, and it is intended that the Board shall meet at least four (4) times per calendar year. Special meetings of the Board may be called by (i) Managers holding a majority of the votes of all Managers, or, in the case of a special meeting of any committee of the Board, by Managers holding a majority of the votes of all members thereof on at least twenty-four (24) hours’ prior written notice to the other Managers, or (ii) the holders of a majority of the Class B Common Units on at least seven (7) days’ prior written notice to the Managers, in each case, which notice shall state the purpose or purposes for which such meeting is being called, its location, date and hour. The actions taken by the Board or any committee at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Manager as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Board or any committee thereof may be taken by vote of the Board or any committee at a meeting of the Managers thereof or by written consent (without a meeting, without notice and without a vote) so long as such consent is signed by at least the minimum number of Managers that would be necessary to authorize or take such action at a meeting of the Board or such committee in which all members thereof were presentpresent and, if such consent addresses any matter described in Section 6.12, is also signed by at least one Class B Holder Manager. Prompt notice of the action so taken without a meeting shall be given to those Managers who have not consented in writing. A meeting of the Board or any committee may be held by conference telephone or similar communications equipment by means of which all individuals participating in the meeting can be heard. (b) Each Manager shall have one vote on all matters submitted to the Board or any committee thereof (whether the consideration of such matter is taken at a meeting, by written consent or otherwise); provided that (i) the three (3) votes which may be exercised by the Class A Holder Managers may be exercised in the aggregate by any one or more of such Class A Holder Managers, whether or not any such Class A Holder Managers shall have been elected or not or present at any meeting of the Board or not, such that, for illustration, if only two (2) Class A Holder Managers were elected or present at any meeting of the Board, then such Managers would have three (3) votes in the aggregate at such meeting and if only one (1) Class A Holder Manager were in attendance at a meeting of the Board and only two (2) Class A Holder Managers had been elected by the Class A Holder, then such Manager would have three (3) votes at such meeting, and (ii) the two (2) votes which may be exercised by the Class B Holder Managers may be exercised in the aggregate by any one or more of such Class B Holder Managers, whether or not any such Class B Holder Managers shall have been elected or not or present at any meeting of the Board or not, such that, for illustration, if only one (1) Class B Holder Manager were elected or present at any meeting of the Board, then such Manager would have two (2) votes in the aggregate at such meeting. The affirmative vote (whether by proxy, consent or otherwise) of members of the Board holding a majority of the votes of all members of the Board shall be the act of the Board. Except as otherwise provided by the Board when establishing any committee, the affirmative vote (whether by proxy, consent or otherwise) of members of such committee holding a majority of the votes of all members of such committee shall be the act of such committee. Prompt notice of any action taken by a committee shall be delivered to each Manager who is not a member of such committee or in attendance at such committee meeting. (c) The Company shall pay the reasonable out-of-pocket expenses incurred by each Manager in connection with attending the meetings of the Board and any committee thereof (unless such expenses shall have been paid or are required to be paid by any other Person). Except as otherwise provided in the immediately preceding sentence or elsewhere in this Agreement, the Managers shall not be compensated for their services as members of the Board.

Meetings, etc. (a) Meetings of the Board and any committee thereof shall be held at the principal office of the Company or at such other place as may be determined by the Board or such committee. A majority of the Managers (including at least one Class A Holder Manager and at least one Class B Holder Manager (as applicable, the “Required Manager”); provided that if a Required Manager fails to attend three (3) consecutive duly noticed meetings of the Board, such requirement with respect to the non-attending Required Manager shall not apply to any subsequent meetings of the Board until such Required Manager is in attendance) present in person or through their duly authorized attorneys-in-fact, shall constitute a quorum at any meeting of the Board. Business may be conducted once a quorum is present. Regular meetings of the Board shall be held on such dates and at such times as shall be determined by the Board; provided that for the balance of the year ended December 31, and it is intended that the 2000, such Board meetings shall meet be held at least four (4) times per calendar yearevery two months commencing after the date of this Agreement. Special meetings of the Board or any committee may be called by any one Representative (i) Managers holding a majority of the votes of all Managers, or, in the case of a special meeting of any committee of the Board, by Managers holding a majority of the votes of all members thereof any member thereof) on at least twenty-four (24) hours’ five days' prior written notice to the other Managers, or (ii) the holders of a majority of the Class B Common Units on at least seven (7) days’ prior written notice to the Managers, in each caseRepresentatives, which notice shall state the purpose or purposes for which such meeting is being called, its location, date and hour. The actions taken by the Board or any committee at any meeting (as opposed to by written consent), however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, the Manager Representative as to whom it was improperly held signs a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. The actions by the Board or any committee thereof may be taken by vote of the Board or any committee at a meeting of the Managers Representatives thereof or by written consent (without a meeting, without notice and without a vote) so long as such consent is signed by at least the minimum number of Managers Representatives that would be necessary to authorize or take such action at a meeting of the Board or such committee in which all members thereof were present. Prompt notice of the action so taken without a meeting shall be given to those Managers Representatives who have not consented in writing. A meeting of the Board or any committee may be held by conference telephone or similar communications equipment by means of which all individuals participating in the meeting can be heard. (b) Each Manager Representative shall have one vote on all matters submitted to the Board or any committee thereof (whether the consideration of such matter is taken at a meeting, by written consent or otherwise); provided that (i) , excluding, for the three (3) votes which may be exercised by avoidance of doubt, the Class A Holder Managers may be exercised Company's chief executive officer, in the aggregate by any one his or more of such Class A Holder Managers, whether or not any such Class A Holder Managers shall have been elected or not or present at any meeting her capacity as a non-voting member of the Board or not, such that, for illustration, if only two (2pursuant to Section 1(a)(i)(C) Class A Holder Managers were elected or present at any meeting of the Board, then such Managers would have three (3) votes in the aggregate at such meeting and if only one (1) Class A Holder Manager were in attendance at a meeting of the Board and only two (2) Class A Holder Managers had been elected by the Class A Holder, then such Manager would have three (3) votes at such meeting, and (ii) the two (2) votes which may be exercised by the Class B Holder Managers may be exercised in the aggregate by any one or more of such Class B Holder Managers, whether or not any such Class B Holder Managers shall have been elected or not or present at any meeting of the Board or not, such that, for illustration, if only one (1) Class B Holder Manager were elected or present at any meeting of the Board, then such Manager would have two (2) votes in the aggregate at such meetingMembers Agreement. The affirmative vote (whether by proxy, consent proxy or otherwise) of members of the Board holding a majority of the votes of all members of the Board shall be the act of the Board, it being agreed and understood that in the event of a Board deadlock on any matter before the Board or any committee thereof, the affirmative vote of the holders of not less than a majority of the Company Interest shall be the act of the Company; provided that if such deadlock occurs following the delivery of a Put Notice (as defined in the Members Agreement) but prior to the consummation of the Put (as defined in the Members Agreement), so long as Zecal has provided LZ unconditional financing commitments or other evidence satisfactory to LZ in its reasonable discretion of Zecal's ability to consummate the Put, the affirmative vote of the Company Interests held by Xxxxx shall be the act of the Company, it being understood and agreed that if Xxxxx fails to consummate the Put, the terms and conditions of this proviso shall be of no further force and effect. Notwithstanding any provision contained herein or in the Members Agreement to the contrary, only the LZ Directors (as defined in the Members Agreement) (or the board members appointed by LZ, in the event the Voting Agreement contained in Section 1 of the Members Agreement is terminated pursuant to its terms), as a separate group as permitted by Section 18-404(b) of the Delaware Act, shall be entitled to consider and vote upon (i) the Company's exercise of any of its rights or remedies (including, without limitation, any exercise of any right to indemnification) or the performance of any of its obligations pursuant to the Asset Purchase Agreement or (ii) any prepayment or repayment of the Guaranty in advance of the scheduled maturity or required payment of such guaranty obligations, but, in the case of this clause (ii), only after (A) the occurrence of any Insolvency Event (as defined in the Members Agreement), (B) any demand for payment of the Guaranty by Xxxxx Fargo (as defined in the Members Agreement) or any exercise by Xxxxx Fargo or attempt by Xxxxx Fargo to exercise any of its rights or remedies under the Guaranty or (C) if necessary or desirable for the Company to obtain other financing which the LZ Directors reasonably believe to be in the best interests of the Company. Except as otherwise provided by the Board when establishing any committee, the affirmative vote (whether by proxy, consent proxy or otherwise) of members of such committee holding a majority of the votes of all members of such committee shall be the act of such committee. Prompt notice , it being agreed and understood that in the event of any action taken by a committee deadlock on any matter before any such Board committee, the affirmative vote of the holders of not less than a majority of the Company Interest shall be delivered to each Manager who is not a member the act of such committee or in attendance at such committee meetingthe Company. (c) The Company shall pay the reasonable out-of-pocket expenses incurred by each Manager Representative in connection with attending the meetings of the Board and any committee thereof (unless such expenses shall have been paid or are required to be paid by any other Person). Except as otherwise provided in the immediately preceding sentence or elsewhere in this Agreement, the Managers Representatives shall not be compensated for their services as members of the Board.