Common use of Meetings of the Board of Managers Clause in Contracts

Meetings of the Board of Managers. Meetings of the board of managers shall be held quarterly or at such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall be held at the principal place of business of the Company or at such other place as may be designated in the notice or waivers of notice of such meeting as determined by the board of managers. Notice of any meeting of the board of managers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to the date of the meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless specifically prohibited by the Certificate or the Act, any action required to be taken at a meeting of the board of managers, or any other action which may be taken at a meeting of the board of managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other.

Meetings of the Board of Managers. There is no requirement to hold regular or other meetings of the Board of Managers. Meetings of the board Board of managers shall be held quarterly or at such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall Managers, to be held at the principal place of business offices of the Company (or at such other place as shall be agreed by majority vote of the Board of Managers), shall be called at the direction of the Chair, the Chief Executive Officer, or by majority vote of the Board of Managers, and for reasonable cause shown any Board Member (which is understood to include, without limitation, any meeting called by a Board Member to review any determination made by the Company pursuant to this Agreement), upon not less than two (2) Business Days’ notice given by the Chair, the Chief Executive Officer or the Secretary of the Company (which Officers shall give such notice if properly directed so to do as aforesaid) to all Board Members in writing or by telephone, electronic (including email) or facsimile transmission. Any such notice shall state the place, date and time of the meeting and specify in reasonable detail the agenda of matters to be discussed at such meeting. In addition to any Board Member, the Members, the officers, directors, employees or other professional representatives of the Company (including the accountants, attorneys and/or financial advisors) shall be permitted to attend meetings of the Board of Managers as observers upon invitation of a Board Member. Meetings of the Board of Managers may be designated held in conjunction with the notice or waivers of notice of such meeting as determined by the board of managers. Notice of any meeting of the board of managers directors of the Class A Holder. Notice of a meeting need not be given to any Board Member who submits a signed waiver of notice, in person or by proxy, whether before, at or after the meeting. All such waivers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to filed with the date Company records or made part of the minutes of the applicable meeting. The attendance of a manager Board Member at any a meeting without protesting the lack of proper notice shall constitute a waiver of notice of by such meeting, except where a manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless specifically prohibited by the Certificate or the Act, any action required to be taken at a meeting of the board of managers, or any other action which may be taken at a meeting of the board of managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each otherBoard Member.

Meetings of the Board of Managers. Meetings of the board of managers shall be held quarterly or at such other time as the board of managers may determine by vote of a majority of the managers. Meetings shall be held at the principal place of business of the Company or at such other place as may be designated in the notice or waivers of notice of such meeting as determined by the board of managers. Notice of any meeting of the board of managers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to the date of the meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless specifically prohibited by the Certificate or the Act, subject to SECTION 4.1(d), any action required to be taken at a meeting of the board of managers, or any other action which may be taken at a meeting of the board of managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action to be taken by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any Subject to SECTION 4.1(d), any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same effect as if such action had been taken at a duly called meeting of the managers and may be stated as such in any document filed with the Secretary of State of the State of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each other.

Meetings of the Board of Managers. may be called by any Manager. All meetings shall be held upon two (2) days notice by mail or delivered personally or by electronic mail or facsimile. A notice shall specify the purpose of any meeting. Notice of a meeting need not be given to any Managers who signs a waiver of notice or a consent to holding the meeting (which waiver or consent need not specify the purpose of the meeting) or an approval of the minutes thereof, whether before or after the meeting. All such waivers, consents and approvals shall be filed with the Company records or made apart of the minutes of the meeting. A majority of the Managers present may adjourn any meeting to another time and place. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment shall be given prior to the time of the adjourned meeting to the Managers who are present at the time of the adjournment. Meetings of the board of managers shall Managers may be held quarterly at any place which has been designated in the notice of the meeting or at such other time place as may be approved by the board Managers. Managers may participate in a meeting through use of managers may determine conference telephone or similar communications equipment, so long as all Managers participating in such meeting can hear one another. Participation in a meeting in such manner constitutes a presence in person at such meeting. Except to the extent that this Agreement requires the approval of all Managers, every act or decision done or made by vote of a majority of the managers. Meetings shall be held at Managers is the principal place of business act of the Company or at such other place as may be designated in the notice or waivers of notice of such meeting as determined by the board of managersManagers. Notice of any meeting of the board of managers shall be given no fewer than ten (10) Business Days and no more than twenty (20) Business Days prior to the date of the meeting. The attendance of a manager at any meeting shall constitute a waiver of notice of such meeting, except where a manager attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Unless specifically prohibited by the Certificate or the Act, any Any action required to be taken at a meeting of the board of managers, or any other action which may be taken at a meeting of the board of managers, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by (i) the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting if five (5) days prior written notice of action permitted to be taken by the Managers may be taken by the Managers without a meeting, if a majority of the Managers consent in writing to such action, unless the action requires the unanimous vote of the Managers, in which case all Managers must consent in writing. Such action by written consent was delivered to all members of the board of managers or (ii) by all members of the board of managers. Any such consent signed by the managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting shall have the same force and effect as if a majority vote or unanimous vote, as applicable of such action had been taken at a duly called meeting Managers. The provisions of this Paragraph 6.1.3 govern meetings of the managers and may Managers if the Managers elect, in their discretion, to hold meetings. However, nothing in this Paragraph 6.1.3 or in this Agreement is intended to require that meetings of Managers be stated as such in any document filed with held, it being the Secretary of State intent of the State Members that meetings of Delaware or with anyone else. Any manager may participate in and act at any meeting through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and speak with each otherManagers are not required.