Common use of Meetings of the Executive Committee Clause in Contracts

Meetings of the Executive Committee. Regular meetings of the Executive Committee shall be held at least four times in each Fiscal Year and may be held at such place, within or without the State of Delaware, as shall from time to time be determined by unanimous consent of the Executive Committee. Special meetings of the Executive Committee may be called by or at the request of any Executive Committee Member. Notice of each such regular or special meeting shall be mailed to each Executive Committee Member, addressed to such Executive Committee Member at his or her residence or usual place of business, at least five days before the date on which the meeting is to be held, or shall be sent to such Executive Committee Member at such place by personal delivery, telephone, electronic mail or telecopier, not later than five days (or, in the case of meetings held by telephone, one day) before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and, as may be required, the purposes thereof. (i) Any Executive Committee Member who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such Executive Committee Member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Managing Member of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to any Executive Committee Member who voted in favor of such action. (ii) Executive Committee Members may participate in and act at any meeting of the Executive Committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Section 4.1(d) shall constitute presence in person at the meeting. (iii) Unless otherwise restricted by this Agreement or the Act, any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting if all the Executive Committee Members consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Executive Committee. (iv) At each meeting of the Executive Committee, the presence of at least one Class A Executive Committee Member and each Class B Executive Committee Member shall constitute a quorum and be required for the transaction of business, subject to the provisions of Section 4.1(a) in respect of decisions to be made by the Executive Committee.

Meetings of the Executive Committee. Regular meetings of the Executive Committee shall be held at least four times in each Fiscal Year and may be held at such place, within or without the State of Delaware, as shall from time to time be determined by unanimous consent of the Executive Committee. Special meetings of the Executive Committee may be called by or at the request of any Executive Committee Member. Notice of each such regular or special meeting shall be mailed to each Executive Committee Member, addressed to such Executive Committee Member at his or her residence or usual place of business, at least five days before the date on which the meeting is to be held, or shall be sent to such Executive Committee Member at such place by personal delivery, telephone, electronic mail or telecopier, not later than five days (or, in the case of meetings held by telephone, one day) before the day on which such meeting is to be held. Each such notice shall state the time and place of the meeting and, as may be required, the purposes thereof. (i) Any Executive Committee Member who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such Executive Committee Member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Managing Member of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to any Executive Committee Member who voted in favor of such action. (ii) Executive Committee Members may participate in and act at any meeting of the Executive Committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Section 4.1(d) shall constitute presence in person at the meeting. (iii) Unless otherwise restricted by this Agreement or the Act, any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting if all the Executive Committee Members consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Executive Committee. (iv) At each meeting of the Executive Committee, the presence of at least one Class A Executive Committee Member and each Class B Executive Committee Member shall constitute a quorum and be required for the transaction of business, subject to the provisions of Section 4.1(a) in respect of decisions to be made by the Executive Committee.

Meetings of the Executive Committee. Regular (a) The Executive Committee shall meet at least quarterly and shall be required to meet upon ten (10) Business Days prior Notice given to all Representatives from any Representative. Meetings shall be held at the Company's offices, or at such other place as the Representatives shall agree. Subject to Section 5.4, so long as the aggregate Percentage Interest held by any Member shall not be less than 50%: (i) a majority of the Representatives shall constitute a quorum; and (ii) a unanimous vote of such quorum, which shall include the affirmative vote of at least one Representative of each Member, shall constitute the legally binding and lawful act of the Company as to any matter voted upon. Subject to Section 5.4, in the event that the aggregate Percentage Interest held by any Member shall be less than 50%: (iii) the presence of Representatives constituting a majority of the Percentage Interests of the aggregate Percentage Interests of all Members shall constitute a quorum; and (iv) the affirmative vote of Representatives constituting a majority of the Percentage Interests of the aggregate Percentage Interests of all Members shall constitute the legally binding and lawful act of the Company as to any matter voted upon. A Representative shall be considered present for purposes of any required vote if participating in, or represented at such meeting either in person, or by proxy or authorized representative, including a telephonic communication by which all Representatives attending such meeting may hear and be heard. A written record of minutes of all meetings of the Executive Committee shall be held at least four times in each Fiscal Year and may be held at such place, within all resolutions of or without the State of Delaware, as shall from time to time be determined decisions made by unanimous consent of the Executive Committee. Special meetings of the Executive Committee may shall be called made and shall be kept in the records of the Company. Written record approved by or at the request of any Executive Committee Member. Notice of each such regular or special meeting minutes and/or resolutions shall be mailed binding and conclusive evidence of the decisions reflected therein and any authorizations granted thereby. (b) Any Representative, when making any determination in such capacity, including voting or acting by consent or proxy with respect to each Executive Committee Memberany matter, addressed shall be entitled to such Executive Committee Member at act in his or her residence discretion, considering only such interests and factors as such Representative desires, and such Representative shall have no duty or usual place of business, at least five days before the date on which the meeting is obligation to be heldgive any consideration to any interest of, or shall be sent other factors affecting, the Company or any Member. Further, a Representative may consider and act in accordance with the interests of the Member appointing him or her without regard to such other interests or factors, including any fiduciary duties, when acting on any matter presented to the Executive Committee Member at such place by personal deliveryfor determination, telephone, electronic mail or telecopier, not later than five days (or, in and the case of meetings held by telephone, one day) before the day on which such meeting is to be held. Each such notice shall state the time Members hereby eliminate and place waive any and all fiduciary duties and liabilities of the meeting and, as may be required, Representatives to the purposes thereofCompany and the other Members. (ic) Any Executive Committee Member who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such Executive Committee Member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Managing Member of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to any Executive Committee Member who voted in favor of such action. (ii) Executive Committee Members may participate in and act at any meeting of the Executive Committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Section 4.1(d) shall constitute presence in person at the meeting. (iii) Unless otherwise restricted by this Agreement or the Act, any action required or permitted to be taken at any meeting of the Executive Committee may be taken without a meeting if all of the Executive Committee Members Representatives consent thereto in writing, and the writing or writings are to be filed with the minutes of the proceedings of the Executive Committee. (iv) At each meeting of the Executive Committee, the presence of at least one Class A Executive Committee Member and each Class B Executive Committee Member shall constitute a quorum and be required for the transaction of business, subject to the provisions of Section 4.1(a) in respect of decisions to be made by the Executive Committee.

Meetings of the Executive Committee. (a) Regular meetings of the Executive Committee shall be held at least such times and places as the Executive Committee shall designate, provided that the Executive Committee shall meet not less than four times a year and no more than five months shall elapse between meetings unless otherwise mutually agreed by the Partners, and provided further that the Executive Committee shall hold a meeting in the first half of December each Fiscal Year and may year for the approval of the Annual Business Plan for the next year. Meetings shall be held convened by either of the Co-Chairmen, one of whom, on an alternating basis, shall preside (or appoint an alternate member to preside in his stead) at such place, within or without the State of Delaware, as shall from time to time be determined by unanimous consent all meetings of the Executive CommitteeCommittee whether in person, by telephone or video conference. Special meetings of the Executive Committee may shall be called convened by or either of the Co-Chairmen at any reasonable time and place at the request of any Executive Committee Membermember upon not less than five days’ notice to be given by telefax to each member. Notice of each such regular or special meeting Each member shall be mailed to each Executive Committee Member, addressed to such Executive Committee Member at his or her residence or usual place of business, at least five days before the date on which the meeting is to be held, or shall be sent to such Executive Committee Member at such place informed by personal delivery, telephone, electronic mail or telecopier, telefax not later less than five days (or, in advance of any meeting of the case agenda of meetings held by telephone, one day) before the day on which such meeting is matters to be heldpresented to the meeting. Each such Emergency meetings may be held without notice shall state with the time and place agreement of both Co-Chairmen or all Partners. Members may be accompanied at meetings of the Executive Committee or any other subcommittee meeting and, by any one or more advisors as they shall select and members of the Finance Committee may be required, invited to the purposes thereofmeetings of the Executive Committee by any member of the Executive Committee. The members of the Executive Committee shall designate a member or some other person to act as secretary and take minutes at each meeting of the Executive Committee. (ib) Any Executive Committee Member who is present at a meeting shall be conclusively presumed to have waived notice of such meeting except when such member attends A quorum for the express purpose of objecting at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened. Such Executive Committee Member shall be conclusively presumed to have assented to any action taken unless his or her dissent shall be entered in the minutes of the meeting or unless his or her written dissent to such action shall be filed with the person acting as the secretary of the meeting before the adjournment thereof or shall be forwarded by registered mail to the Managing Member of the Company immediately after the adjournment of the meeting. Such right to dissent shall not apply to any Executive Committee Member who voted in favor of such action. (ii) Executive Committee Members may participate in and act at any meeting of the Executive Committee through shall be all of the use members of the Executive Committee. For purposes of this Agreement, “presence” shall mean physical presence, participation by telephone or video conference or the like presence of an alternate designated by any member in writing. Any member of the Executive Committee may represent and vote on behalf of any other member at any meeting by written proxy signed with respect to that particular meeting and any such member represented by proxy shall be included in determining the presence of a quorum. (c) All decisions of the Executive Committee shall be taken by unanimous vote of all members of the Executive Committee. Any action which can be taken by the Executive Committee in a duly called meeting may also be taken by a written consent executed by all of the members of the Executive Committee. (d) Meetings of the Executive Committee or any subcommittee may be held by conference telephone or other any similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in the meeting pursuant to this Section 4.1(d) shall constitute presence in person at the meeting. (iiie) Unless otherwise restricted by this Agreement or the Act, any action required or permitted to be taken at any meeting The members of the Executive Committee may will receive no compensation, but will be taken without a meeting if all the Executive Committee Members consent thereto reimbursed for their reasonable out-of-pocket expenses in writing, and the writing or writings are filed with the minutes of proceedings attending meetings of the Executive Committee. (iv) At each meeting of the Executive Committee, the presence of at least one Class A Executive Committee Member and each Class B Executive Committee Member shall constitute a quorum and be required for the transaction of business, subject to the provisions of Section 4.1(a) in respect of decisions to be made by the Executive Committee.