Common use of Meetings of and Voting by Members Clause in Contracts

Meetings of and Voting by Members. (A) Notwithstanding anything to the contrary herein, no Person shall be entitled to vote in respect of any Membership Interest unless such Person is a Member or the proxy of a Member or an authorized representative of a Member that is not, in either case, a natural Person. (B) A meeting of the Members may be called at any time by the Board or by a Member. Meetings of Members shall be held at the Company’s principal place of business or at any other place designated by the Board. Not less than five (5) Business Days or more than sixty (60) calendar days before each meeting, the Board shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy. A Member entitled to vote may vote either in person or by written proxy signed by the Member or by its duly authorized attorney in fact. Persons present by telephone shall be deemed to be present “in person” for purposes hereof. (C) Except as otherwise provided in this Agreement, the affirmative vote of Members holding Membership Interests representing more than two-thirds (2/3) of the outstanding Membership Interests entitled to vote shall be required to approve any matter coming before such Members which is not required to be determined by the approval of the Board pursuant to the terms of this Agreement or the Act. (D) In lieu of holding a meeting, the Members may vote or otherwise take action by written consent signed Members having requisite voting power under this Agreement, subject, however, to the limitations of the Act.

Meetings of and Voting by Members. (A) Notwithstanding anything to the contrary herein, no Person shall be entitled to vote in respect of any Membership Interest unless such Person is a Member or the proxy of a Member or an authorized representative of a Member that is not, in either case, a natural Person. (Ba) A meeting of the Members may be called at any time by the Board Manager or by a any Member, subject to the Approval of the Members (as defined below). Meetings of Members shall be held at the Company’s principal place of business or at any other place designated determined by the BoardManager. Not less than five two (52) Business Days or nor more than sixty thirty (6030) calendar days before each meeting, the Board Person calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place place, and purpose of the meeting. Notwithstanding the foregoing provisionsforegoing, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxyproxy or by telephone conference call as herein provided. A Member entitled to vote may vote either in person or by written proxy signed by the Member or by its duly authorized attorney in fact. Persons present fact or by voice vote by telephone shall be deemed to be present “in person” for purposes hereofconference call. (Cb) Except as otherwise provided in Wherever this AgreementAgreement requires the approval of the Members, the affirmative vote of Members holding Membership Interests representing more than two-thirds fifty (2/350%) percent of the outstanding Membership Interests entitled to vote aggregate of all Units then held by the Members shall be required to approve any the matter coming before such Members which is not required to be determined (“Approval of the Members” or “Approved by the approval of the Board pursuant to the terms of this Agreement or the ActMembers”, as applicable). (Dc) For purposes of this Agreement, all provisions respecting voting according to Units held by the Members shall refer only to the Units held by the Members in their capacity as Members and not those Units held by a Person merely as assignees or transferees, which assignee or transferee Units shall be disregarded in determining the Units held by the Members. By way of example, if a Person holds ten (10%) percent of the Units in the Company as an assignee who has not been admitted as a substituted Member, then the ten (10%) percent of the Units shall not be deemed to be outstanding for purposes of determining the voting Units held by all of the Members. (d) In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent signed of Members having requisite voting power under this Agreement, subject, however, to the limitations holding more than fifty (50%) percent of the Actaggregate of all Units then held by Members; provided that, in accordance with Section 3.5(c), only Units held as a Member and, therefore, entitled to vote, and not Units held merely as assignees or transferees, shall be counted. (e) Wherever the Act requires unanimous consent, or the consent of all Members other than the one who is the subject of an action, in order to approve or take any action, that consent shall be given in writing. (f) In determining whether a matter is Approved by the Members, and in determining whether a percentage of the aggregate of all Units has been reached, the Units of each Member then a Manager and of each Member who or which is an Affiliate of such Manager shall always be included; provided that, in accordance with Section 3.5(c), only Units held as a Member and, therefore, entitled to vote, and not Units held merely as assignees or transferees, shall be counted.

Meetings of and Voting by Members. (A) Notwithstanding anything to 5.2.1. No annual or regular meetings of the contrary herein, no Person Members as such shall be entitled to vote in respect of any Membership Interest unless such Person is a Member or the proxy of a Member or an authorized representative of a Member that is not, in either case, a natural Personrequired. (B) 5.2.2. A meeting of the Members may be called at any time by the Board or by a any Member. Meetings of Members shall be held at the Company’s 's principal place of business or or, upon the consent of the Members, at any other place designated by the BoardPerson calling the meeting. Not less fewer than five ten (510) Business Days or nor more than sixty (60) calendar days before each meeting, the Board Person calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the timeplace, place date, hour, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ ' meetings, or is present at the meeting in person or by proxyproxy without objecting to the lack of notice. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding not less than a majority (over 50 percent) of the Percentages then held by Members constitutes a quorum. A Member entitled to vote may vote either in person or by written proxy signed by the Member or by its the Member's duly authorized attorney in fact. Persons present by telephone shall be deemed to be present “in person” for purposes hereof. (C) 5.2.3. Except as otherwise provided in this Agreement, the affirmative vote of Members holding Membership Interests representing a majority (over 50 percent) or more than two-thirds (2/3) of the outstanding Membership Interests entitled to vote Percentages then held by Members shall be required to approve any matter coming before such Members which is not required to be determined by the approval of the Board pursuant to the terms of this Agreement or the ActMembers. (D) 5.2.4. In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent signed of Members having requisite voting power holding such Percentages then held by Members as would be required for Members to take action under this Agreement. If such consent is not unanimous, subject, however, prompt notice shall be given to the limitations of the Actthose Members who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting.

Meetings of and Voting by Members. (A) Notwithstanding anything to the contrary herein, no Person shall be entitled to vote in with respect of to any Membership Interest unless such Person is a Member or Member, the proxy of a Member or an authorized representative of a Member that is not, in either case, not a natural Person. (B) A meeting of the Members may be called at any time by the Board or by a any Member. Meetings of Members shall be held at the Company’s principal place of business or at any other place designated by the Board. Not less than five ten (510) Business Days or nor more than sixty ninety (6090) calendar days before each meeting, the Board shall give written notice of the meeting to each Member entitled to vote at the meetingmeeting and to the CalPERS Observer. The notice shall state the time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice and the CalPERS Observer waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy. A Member entitled to vote may vote either in person or by written proxy signed by the Member or by his, her or its duly authorized attorney in fact. Persons present by telephone shall be deemed to be present “in person” for purposes hereof. (C) Except as otherwise provided in this Agreement, the affirmative vote of Members holding Membership Interests representing more than two-thirds fifty percent (2/350%) of the outstanding Membership Interests entitled to vote shall be required to approve any matter coming before such Members which is not required to be determined by the approval of the Board pursuant to the terms of this Agreement or the ActMembers. (D) In lieu of holding a meeting, the Members may vote or otherwise take action by written consent signed by Members having requisite voting power under this Agreement, subject, however, with a copy thereof being provided to the limitations of the ActCalPERS Observer.

Meetings of and Voting by Members. (A) Notwithstanding anything to the contrary herein, no Person shall be entitled to vote in with respect of to any Membership Interest unless such Person is a Member or Member, the proxy of a Member or an authorized representative of a Member that is not, in either case, not a natural Person. (B) A meeting of the Members may be called at any time by the Board or by a any Member. Meetings of Members shall be held at the Company’s 's principal place of business or at any other place designated by the Board. Not less than five ten (510) Business Days or nor more than sixty ninety (6090) calendar days before each meeting, the Board shall give written notice of the meeting to each Member entitled to vote at the meetingmeeting and to the CalPERS Observer. The notice shall state the time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice and the CalPERS Observer waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ ' meetings, or is present at the meeting in person or by proxy. A Member entitled to vote may vote either in person or by written proxy signed by the Member or by his, her or its duly authorized attorney in fact. Persons present by telephone shall be deemed to be present “"in person” " for purposes hereof. (C) Except as otherwise provided in this Agreement, the affirmative vote of Members holding Membership Interests representing more than two-thirds fifty percent (2/350%) of the outstanding Membership Interests entitled to vote shall be required to approve any matter coming before such Members which is not required to be determined by the approval of the Board pursuant to the terms of this Agreement or the ActMembers. (D) In lieu of holding a meeting, the Members may vote or otherwise take action by written consent signed by Members having requisite voting power under this Agreement, subject, however, with a copy thereof being provided to the limitations of the ActCalPERS Observer.

Meetings of and Voting by Members. (A) Notwithstanding anything 1. The company is to have at least four member meetings per year scheduled at the contrary herein, no Person shall end of each quarter. The agenda and meeting logistics is to be entitled provided at least one week prior. The meeting is to vote be held in respect the Houston vicinity. All Members presence is required for the meeting to be held. If after proper notice one of any Membership Interest unless such Person is a the Member or can not attend than the proxy meeting will be rescheduled one time only. Official meeting minutes must be published within 3 working days of a Member or an authorized representative of a Member that is not, in either case, a natural Personthe meetings. (Ba) A meeting of the Members may be called at any time by written request of one or more Members of the Board or by a MemberCompany. Meetings of Members shall be held at the Company’s 's principal place of business or at any other place reasonably convenient to all Members designated by the BoardMember calling the meeting. Not less than five ten (510) Business Days or nor more than sixty ninety (6090) calendar days before each meeting, the Board Member calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place place, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice waiver, which is filed with the records of Members’ ' meetings, or is present at the meeting in person or by proxy. Unless this LLC Agreement specifically provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding not less than eighty percent (90%) of the Percentage Interests then held by Members constitutes a quorum and a meeting shall not be convened and no action shall be taken unless a quorum is present. A Member entitled to vote may vote either in person or by written proxy signed by the Member or by its the Member's duly authorized attorney in attorney-in-fact. Persons present by telephone Voting in respect of any matter presented for action of the Members shall be deemed to be present “in person” for purposes hereofaccordance with Members' respective Percentage Interests. (Cb) Except as otherwise provided in this LLC Agreement, the affirmative vote of Members holding Membership Interests representing eighty percent (90%) or more than two-thirds (2/3) of the outstanding Membership Percentage Interests entitled to vote then held by all Members shall be required to approve any matter coming before such Members which is not required the Members. 2. The following items require 90% of the members agreement prior to be determined any actions by the approval board: a. Change in ownership structure of the Board pursuant to the terms of this Agreement or the Actcompany. b. Change in allocation of operating costs. c. Change in operating objectives (Das described in attachment I). 9 d. Selling of Company Assets e. Starting of a new Development Project. f. Change in the ownership structure of the company g. Entering into loans (external or from Members) In lieu (except of holding a meetingthe Manager may call for additional capital, contributions, pro rata from Members, and if any Member fails to contribute within 7 days, the other Members contributing may vote or otherwise take action by written consent signed Members having requisite voting power under this Agreement, subject, however, to loan the limitations of the Actmoney as a priority loan due in full in 90 days.

Meetings of and Voting by Members. (A) Notwithstanding anything to the contrary herein, no Person shall be entitled to vote in respect of any Membership Interest unless such Person is a Member or the proxy of a Member or an authorized representative of a Member that is not, in either case, a natural Person. (B) A meeting of the Members may be called at any time by the Board or by a any Member. Meetings of Members shall be held at the Company’s principal place of business or at any other place designated by the Board. Not less than five ten (510) Business Days or nor more than sixty ninety (6090) calendar days before each meeting, the Board shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy. A Member entitled to vote may vote either in person or by written proxy signed by the Member or by his, her or its duly authorized attorney in fact. Persons present by telephone shall be deemed to be present “in person” for purposes hereof. (C) Except as otherwise provided in this Agreement, the affirmative vote of Members holding Membership Interests representing more than two-thirds fifty percent (2/350%) of the outstanding Membership Interests entitled to vote shall be required to approve any matter coming before such Members which is not required to be determined by the approval of the Board pursuant to Members; provided, however, that in accordance with the terms of this Agreement the affirmative vote of all of the Members holding Membership Interests shall be required to approve any of the following matters: (i) any amendment, modification or termination of this Agreement; (ii) the admission of any new Member(s) or the Actsubstitution of any Member(s); (iii) the resignation of any Member; (iv) any change in a Member’s Percentage Interest, other than a change that arises automatically under the terms and conditions of this Agreement; or (v) the dissolution or termination of the Company. (D) In lieu of holding a meeting, the Members may vote or otherwise take action by written consent signed Members having requisite voting power under this Agreement, subject, however, to the limitations by all of the ActMembers.

Meetings of and Voting by Members. (A) Notwithstanding anything to the contrary herein, no Person shall be entitled to vote in respect of any Membership Interest unless such Person is a Member or the proxy of a Member or an authorized representative of a Member that is not, in either case, a natural Person. (Ba) A meeting of the Members may be called at any time by the Board or by a Memberthose Members holding at least FIFTY-ONE PERCENT (51%) of the Percentages then held by Members. Meetings of Members shall be held at the Company’s principal place of business or at any other place designated by the BoardPerson calling the meeting. Not less than five TEN (510) Business Days or nor more than sixty NINETY (6090) calendar days before each meeting, the Board Person calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place place, and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which that is filed with the records of Members’ meetings, meetings or is present at the meeting in person or by proxy. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding not less than FIFTY-ONE PERCENT (51%) of the Percentages then held by Members constitutes a quorum. A Member entitled to vote may vote either in person or by written proxy signed by the Member or by its his duly authorized attorney in attorney-in-fact. Persons present by telephone shall be deemed to be present “in person” for purposes hereof. (Cb) Except as otherwise provided in this Agreement, the affirmative vote of Members holding Membership Interests representing FIFTY-ONE PERCENT (51%) or more than two-thirds (2/3) of the outstanding Membership Interests entitled to vote Percentages then held by Members shall be required to approve any matter coming before such Members which is not required to be determined by the approval of the Board pursuant to the terms of this Agreement or the ActMembers. (Dc) In lieu of holding a meeting, the Members may vote act by unanimous written consent, or otherwise take action by partial written consent signed Members having requisite voting power under by the holders of a majority of the Percentages then held by Members, and such consent shall have the same force and effect as if such action were by vote at a duly authorized meeting of Members. (d) Except as otherwise provided in this Agreement, subjectwherever the Act requires unanimous consent to approve or take any action, howeversuch consent shall, to in all cases, mean the limitations consent of the Actall Members.

Meetings of and Voting by Members. (A) Notwithstanding anything to the contrary herein, no Person shall be entitled to vote in respect of any Membership Interest unless such Person is a Member or the proxy of a Member or an authorized representative of a Member that is not, in either case, a natural Person. (Bi) A meeting of the Members may be called at any time by Members holding at least twenty-five (25%) percent of the Board or by a MemberInterests of the Company. Meetings of Members shall be held at the Company’s principal place of business or at any other place designated by telephone conference in the Boardevent same is more convenient for the Members. Not less than five ten (510) Business Days or nor more than sixty (60) calendar days before each meeting, the Board Member(s) calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the timeplace, place date, hour and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxyproxy without objecting to the lack of notice. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding a majority of the Percentage Interests of the Company shall constitute a quorum. A Member entitled to vote may vote either in person or by written proxy signed by the Member or by its the Member’s duly authorized attorney in attorney-in-fact. Persons present by telephone shall be deemed to be present “in person” for purposes hereof. (Cii) Except as otherwise provided in where this AgreementAgreement requires approval of a matter by the Requisite Vote of the Members, the affirmative vote of Members holding Membership Interests representing more than two-thirds (2/3) an absolute majority of the outstanding Membership Percentage Interests entitled to vote of the Company shall be required to approve any matter coming before such Members which is not required to be determined decided by the approval of the Board pursuant to the terms Members under this Agreement. Any Section of this Agreement or that requires approval of a matter by the ActRequisite Vote of the Members may only be amended by the Requisite Vote of the Members. (Diii) In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent signed of Members having requisite voting power under this Agreement, subject, however, holding such Percentage Interests as would be required to approve the limitations action at a meeting of the ActMembers. The action shall not become effective until after at least ten days written notice of the action has been given to each Member entitled to vote thereon who has not consented thereto. (iv) All meetings of the Members shall be presided over by the Chairman of the Board of Representatives, or, in his or her absence, the Secretary of the Board of Representatives. The chairperson of any meeting of the Members shall determine the order of business and the procedure at the meeting, including regulation of the manner of voting and the conduct of discussion, and shall appoint a secretary of such meeting to take minutes thereof. (v) Members may participate and hold a meeting by means of conference telephone or similar communications equipment by means of which all Members participating can hear and be heard, and such participation shall constitute attendance and presence in person at such meeting.

Meetings of and Voting by Members. (A) Notwithstanding anything to the contrary herein, no Person shall be entitled to vote in respect of any Membership Interest unless such Person is a Member or the proxy of a Member or an authorized representative of a Member that is not, in either case, a natural Person. (B) 5.3.1. A meeting of the Members may be called at any time by the Board Manager or by a Memberthose Members holding at least fifty percent (50%) of the Percentages then held by Members. Meetings of Members shall be held (i) at the Company’s principal place of business business, or (ii) at any other such place designated by as the BoardMembers shall unanimously agree. Not less than five ten (510) Business Days or nor more than sixty ninety (6090) calendar days before each meeting, the Board Person calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding more than fifty percent (50%) of the Percentages then held by Members constitutes a quorum. A Member entitled to vote may vote either in person or by written proxy signed by the Member or by its his duly authorized attorney in fact. Persons present Members may participate in any meeting by means of a conference telephone shall be deemed or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Any action required or permitted to be present “in person” for purposes hereoftaken at a meeting of Members may be taken without a meeting if there is filed with the records of Members’ meetings a unanimous written consent which sets forth the action and is signed by each Member entitled to vote on the matter. (C) 5.3.2. Except as otherwise provided in this Agreement, wherever this Agreement requires the approval of the Members, the affirmative vote of Members holding Membership Interests representing more than two-thirds fifty percent (2/350%) of the outstanding Membership Interests entitled to vote Percentages then held by Members shall be required to approve any matter coming before such Members which is not required to be determined by the approval of the Board pursuant to the terms of this Agreement or the Act. (D) In lieu of holding a meeting, the Members may vote or matter. Except as otherwise take action by written consent signed Members having requisite voting power under provided in this Agreement, subjectwherever the Act requires unanimous consent to approve or take any action, howeverthat consent shall be given in writing and, to in all cases, shall mean, rather than the limitations consent of all Members, the consent of Members holding more than fifty percent (50%) of the ActPercentages then held by Members. Where this Agreement requires unanimous consent to approve or take any action, then the affirmative approval of all Members shall be required for such approval or the taking of such action.

Meetings of and Voting by Members. (AI) Notwithstanding anything to the contrary herein, no Person shall be entitled to vote in with respect of to any Membership Interest unless such Person is a Member or Member, the proxy of a Member or an authorized representative of a Member that is not, in either case, not a natural Person. (BJ) A meeting of the Members may be called at any time by the Board or by a any Member. Meetings of Members shall be held at the Company’s principal place of business or at any other place designated by the BoardMembers, and each such meeting shall, to the extent practicable, facilitate participation therein through the use of any means of conference telephone, web-based systems or similar communications equipment. Any Member participating (in person or by proxy) in any such meeting through the use of any of the foregoing means shall be deemed to be present in person at such meeting. Not less than five ten (510) Business Days or nor more than sixty ninety (6090) calendar days before each meeting, the Board calling Member shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person or by proxy. A Member entitled to vote may vote either in person or by written proxy signed by the Member or by his, her or its duly authorized attorney in fact. Persons present by telephone shall be deemed to be present “in person” for purposes hereof. (CK) Except as otherwise provided in this Agreement, the affirmative vote of all Members holding Membership Interests representing more than two-thirds (2/3) of the outstanding Membership Interests entitled to vote shall be required to approve any matter coming before such Members which is not required to be determined by the approval of the Board pursuant to the terms of this Agreement or the ActMembers. (DL) In lieu of holding a meeting, the Members may vote or otherwise take action by written consent signed by Members having holding the requisite voting power under this Agreement, subject, however, authority to the limitations of the Acttake such action hereunder.

Meetings of and Voting by Members. (Aa) Notwithstanding anything to the contrary contained herein, no Person shall be entitled to vote in with respect of to any Membership Interest unless such Person is a Member or the proxy Member. All holders of Class A Interests, Class B Interests and Class C Interests shall vote together as a Member or an authorized representative single class. Except as provided in this Agreement, none of such holders shall have any right to vote as a Member that is not, in either case, a natural Personseparate class. (Bb) A meeting of the Members may be called at any time by the Operating Board or by a Memberthe Majority Holders. Meetings of Members shall be held at the Company’s principal place of business or at any other place designated by the Operating Board. Not less than five (5) Business Days or 10 nor more than sixty (60) calendar 90 days before each meeting, the Operating Board shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ meetings, or is present at the meeting in person. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxyof Members holding greater than 50% of the outstanding Interests shall constitute a quorum. A Member entitled to vote may vote either only in person or by written proxy signed by the Member or by its duly authorized attorney in factperson. Persons present by telephone shall be deemed to present be present “in person” for purposes hereof. (Cc) Except as otherwise provided in this Agreement, the affirmative vote of Members holding Membership Interests representing more greater than two-thirds (2/3) 50% of the outstanding Membership Interests entitled to vote (the “Majority Holders”) shall be required to approve any matter coming before such Members which is not required to be determined by the approval of the Board pursuant to the terms of this Agreement or the Act. (D) Members. In lieu of holding a meeting, the Members entitled to vote may vote or otherwise take action by a written consent signed by Members having requisite voting power under this Agreement, subject, however, holding at least the percentage of Interests that would be required to the limitations approve such action if submitted to vote at a meeting of the ActMembers entitled to vote.

Meetings of and Voting by Members. (A) Notwithstanding anything to the contrary herein, no Person shall be entitled to vote in respect of any Membership Interest unless such Person is a Member or the proxy of a Member or an authorized representative of a Member that is not, in either case, a natural Person. (Ba) A meeting of the Members may be called at any time by those Members holding an aggregate of at least 25% of the Board or Percentage Interests then held by a MemberMembers. Meetings of Members shall be held at the Company’s 's principal place of business or at any other place designated agreed to by the BoardManaging Member. Not less than five (5) Business Days or 10 nor more than sixty (60) calendar 60 days before each meeting, the Board person calling the meeting shall give written notice of the meeting to each Member entitled to vote at the meeting. The notice shall state the timeplace, place date, hour and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice waives notice if before or after the meeting the Member signs a waiver of the notice which is filed with the records of Members’ ' meetings, or is present at the meeting in person or by proxyproxy without objecting to the lack of notice. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy of Members holding not less than a majority of the Percentage Interests then held by Members constitutes a quorum. A Member entitled to vote may vote either in person or by written proxy signed by the Member or by its the Member's duly authorized attorney in fact. Persons present by telephone shall be deemed to be present “in person” for purposes hereof. (Cb) Each Member shall be entitled to vote on all matters presented to the Members. (c) Except as otherwise provided in this Agreement, the affirmative vote of Members holding Membership Interests representing more than two-thirds (2/3) at least a majority of the outstanding Membership Percentage Interests entitled to vote then held by all the Members, at a meeting at which a quorum is present, shall be required to approve any matter coming before such Members which is not required to be determined by the Members, including, without limitation, each of the following: (i) approval of the Board pursuant sale, exchange, lease, mortgage, pledge or other transfer of all, or substantially all, of the assets or business of the Company; (ii) approval of a merger or consolidation of the Company with or into another limited liability company, foreign limited liability company or other entity; (iii) assignment for the benefit of creditors of the Company, filing of a voluntary bankruptcy petition, or consent to an involuntary petition, under Title 11 of the terms United States Bankruptcy Code or under the laws of this Agreement or the ActRepublic of Ireland; and (iv) amendment of the Articles of Organization. (Dd) In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent signed of the Members having requisite voting power holding such Percentage Interests as would be required for Members to take action under this Agreement. If such consent is not unanimous, subjectprompt notice shall be given to those Members who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a meeting. (e) Members may participate in a meeting by conference telephone or similar communications equipment, howeverby means of which all persons participating in the meeting can hear each other, to the limitations and such participation shall constitute presence in person at such meeting. (f) The affirmative vote of disinterested Members holding a majority of the ActPercentage Interests held by all disinterested Members shall be required for loaning funds to, or guaranteeing any obligation or liability of, or entering into any other agreement, transaction or arrangement with any Member, Managing Member or any affiliate of any thereof by the Company.