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

Meetings of and Voting by Members. 5.2.1 A meeting of the Members may be called at any time by any Member. Meetings of Members shall be held at the Company’s principal place of business or at any other place designated by the Member(s) calling the meeting. Not less than ten (10) nor more than sixty (60) days before each meeting, the 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 time, place and purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice may waive such notice, either before or after the meeting, by executing a waiver of such notice or by appearing at and participating in 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 Percentages which aggregate to not less than fifty-one percent (51%) of the outstanding Percentage interests shall constitute a quorum. A Member may vote either in person or by a proxy signed by the Member or by the Member’s duly authorized attorney in fact. 5.2.2 In lieu of holding a meeting, the Members may take action by written consent specifying the action to be taken, which consent shall be executed and delivered to the Company by Members whose combined Percentages constitute not less than the Percentage required for approval of the matter under this Agreement. Any such approved action shall be effective immediately; however, the Company shall give prompt notice to all Members of any action approved by less than unanimous consent. 5.2.3 The following matters shall require the affirmative vote or consent of Members holding at least sixty-six and two-thirds percent (66⅔%) of the aggregate Percentages then outstanding for such action to be carried out by the Company: (a) A call for additional Contributions under Section 3.2.1; (b) Approval of the Transfer of a Membership Interest and admission of an Assignee as a Member; (c) An amendment to the Articles of Organization or this Agreement; (d) A decision to merge the Company with another business entity or sell all or substantially all of the Company’s assets; (e) The admission of additional Members or the removal of a Member; and (f) Any agreement between the Company and any Member.

Meetings of and Voting by Members. 5.2.1 5.2.1. A meeting of the Members may be called at any time by any Member. Meetings of Members shall be held at the Company’s 's principal place of business or at any other place in New York, New York designated by the Member(s) Person calling the meeting. Not less than ten (10) nor more than sixty (60) days before each meeting, the Member(s) 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 may waive such notice, either waives notice if before or after the meeting, by executing meeting the Member signs a waiver of such the notice which is filed with the records of Members' meetings, or by appearing is present at and participating in 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 Percentages which aggregate to not less than fifty-one percent (51%over 50 percent) of the outstanding Percentage interests shall constitute Percentages then held by Members constitutes a quorum. A Member may vote either in person or by a written proxy signed by the Member or by the Member’s 's duly authorized attorney in fact. 5.2.2 5.2.2. Except as otherwise provided in this Agreement, the affirmative vote of Members holding a majority (over 50 percent) or more of the Percentages then held by Members shall be required to approve any matter coming before the Members. 5.2.3. In lieu of holding a meeting, the Members may vote or otherwise take action by a written consent specifying instrument indicating the action to be taken, which consent shall be executed and delivered to the Company by Members whose combined Percentages constitute not less than the Percentage required for approval of the matter under this Agreement. Any such approved action shall be effective immediately; however, the Company shall give prompt notice to all Members of any action approved by less than unanimous consent. 5.2.3 The following matters shall require the affirmative vote or consent of Members holding at least sixty-six and two-thirds percent such Percentages then held by Members as would be required for Members to take action under this operating agreement. No written consent shall be effective to take such action unless within sixty (66⅔%60) days of the aggregate Percentages then outstanding for earliest dated consent delivered in accordance with the Law, signed consents sufficient to take such action have been likewise delivered. If such consent is not unanimous, prompt notice shall be given to be carried out by the Company: (a) A call for additional Contributions under Section 3.2.1; (b) Approval of the Transfer of those Members who have not consented in writing but who would have been entitled to vote thereon had such action been taken at a Membership Interest and admission of an Assignee as a Member; (c) An amendment to the Articles of Organization or this Agreement; (d) A decision to merge the Company with another business entity or sell all or substantially all of the Company’s assets; (e) The admission of additional Members or the removal of a Member; and (f) Any agreement between the Company and any Membermeeting.

Meetings of and Voting by Members. 5.2.1 5.2.1. A meeting of the Members may be called at any time by any Memberthose Members bolding percentages which aggregate at least 25%. Meetings of Members shall Memberx xxxxx be held at the Company’s 's principal place of business or at any other place designated by the Member(s) Person or Persons calling the meeting. Not less than ten (10) nor more than sixty (60) days before each meeting, the Member(s) Person or Persons 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 the purpose of the meeting. Notwithstanding the foregoing provisions, each Member who is entitled to notice may waive such notice, either before or after the meeting, by executing a waiver of such notice notice, or by appearing at and participating in the meeting participating, in person or by proxyproxy in the meeting. Unless this Agreement provides otherwise, at a meeting of Members, the presence in person or by proxy Proxy of Members holding Percentages which aggregate to not less than fifty-one sixty percent (5160%) of the outstanding Percentage interests shall constitute constitutes a quorum. A Member may vote either in person or by a proxy written Proxy signed by the Member or by the Member’s 's duly authorized attorney in fact. 5.2.2 5.2.2. Except as otherwise Provided in this Agreement, the affirmative vote of Members holding at least 60% of the aggregate Percentages present at the meeting in person and by proxy shall be required to approve any matter coming before the Members. 5.2.3. In lieu of holding a meeting, the Members may take action by written consent consents specifying the action to be taken, which consent shall be consents must executed and delivered to the Company by Members whose combined Percentages constitute voting power constitutes not less than the Percentage required for approval 60% of the matter under this Agreementtotal Voting Power of all Members. Any such approved action shall be effective immediately; however, the . The Company shall give prompt notice to all Members of any action approved by Members by less than unanimous consent. 5.2.3 5.2.4. The following matters shall require the affirmative vote or consent of the percentage interest of Members holding at least sixty-six and two-thirds percent (66⅔%) of the aggregate Percentages then outstanding indicated after each such item for such action to be carried out approved by the CompanyMembers: (a) A call for additional Contributions under Section 3.2.1decision to continue the business of the Company after dissolution of the Company (50%); (b) Approval of the Transfer transfer of a Membership Interest and admission of an Assignee as a MemberMember (100%); (c) An amendment to the Articles of Organization or of this Agreement; Agreement (d) A decision to merge the Company with another business entity or sell all or substantially all of the Company’s assets; (e) The admission of additional Members or the removal of a Member; and (f) Any agreement between the Company and any Member100%).

Meetings of and Voting by Members. 5.2.1 A meeting of the Members may be called at any time by any Memberthe Managers or by those Members holding at least a majority of the Percentages then held by Members. It shall not be necessary for the Managers to call or to hold regular meetings of the Members. Meetings of the Members shall be held at the Company’s principal place of business or at any other place designated by the Member(s) Person calling the meeting. Not less than ten seven (107) nor more than sixty (60) days before each meeting, the Member(s) calling the meeting a Manager 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 may waive such notice, either before or after the meeting, by executing a waiver of such notice or by appearing if such Member is present at and participating in the meeting in person or by proxy. Unless this Agreement provides otherwise, at At a meeting of Members, the presence in person or by proxy of Members holding Percentages Percentages, which aggregate to not less than fiftysixty-one seven percent (5167%) of the outstanding Percentage interests shall constitute ), constitutes a quorum. A Member may vote either in person or by a written proxy signed by the Member or by the Member’s his duly authorized attorney in attorney-in-fact. 5.2.2 Except as otherwise provided in this Agreement, wherever this Agreement requires the approval of the Members, the affirmative vote of those Members holding a majority or more of the Percentages then held by Member(s) shall be required to approve the matter. 5.2.3 In lieu of holding a meeting, the Members may vote or otherwise take action by a written instrument indicating the consent specifying the action to be taken, which consent shall be executed and delivered to the Company by Members whose combined Percentages constitute not less than the Percentage required for approval of the matter under this AgreementMembers holding a majority of the Percentages then held. Any such approved action shall be effective immediately; however, the . The Company shall give prompt notice to all Members of any action approved by Members by less than unanimous consent. 5.2.3 5.2.4 The following matters shall require provisions of this Agreement are intended to replace completely the affirmative vote or consent of Members holding at least sixty-six and two-thirds percent (66⅔%) provisions of the aggregate Percentages then outstanding for such action Act with respect to be carried out by the Company: (a) A call for additional Contributions under Section 3.2.1; (b) Approval of the Transfer of a Membership Interest and admission of an Assignee as all matters concerning a Member; (c) An amendment to ’s voting rights, procedures for meetings of Members, actions by Members without meetings, and the Articles use of Organization or this Agreement; (d) A decision to merge the Company with another business entity or sell all or substantially all of the Company’s assets; (e) The admission of additional Members or the removal of a Member; and (f) Any agreement between the Company and any Memberproxies.