Common use of Meetings of the Governing Board Clause in Contracts

Meetings of the Governing Board. (a) The Governing Board shall hold regular meetings no less frequently than once every Fiscal Quarter and shall establish meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 8.5(b)) and adopt rules or procedures consistent with the terms of this Agreement. At such meetings the Governing Board shall transact such business as may properly be brought before the meeting, whether or not the notice of such meeting referenced the action taken at such meeting. (b) Special meetings of the Governing Board may be called by any Director. Notice of each such meeting shall be given to each Director on the Governing Board by telephone, telecopy, telegram or similar method (in each case, notice shall be given at least five (5) Business Days before the time of the meeting) or sent by first-class mail (in which case notice shall be given at least ten (10) days before the meeting), unless a longer notice period is established by the Governing Board. Each such notice shall state (i) the time, date, place (which shall be at the principal office of the Company unless otherwise agreed to by all Directors) or other means of conducting such meeting and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice may be considered at any special meeting unless unanimously approved by the Directors. Any Director may waive notice of any meeting in writing before, at or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not properly called. (c) A majority of the Governing Board as constituted at a particular time shall constitute a quorum for the transaction of business at such time. (d) Any action required to be taken at a meeting of the Governing Board, or any action that may be taken at a meeting of the Governing Board, may be taken at a meeting held by means of telephone conference or other communications equipment by means of which all persons participating 30 30 in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting. (e) Notwithstanding anything to the contrary in this Section 8.4, the Governing Board may take without a meeting any action that may be taken by the Governing Board under this Agreement if such action is approved by the unanimous written consent of the Directors.

Meetings of the Governing Board. (a) The Governing Board shall hold regular meetings no less frequently than once every Fiscal Quarter and shall establish meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 8.5(b)) and adopt rules or procedures consistent with the terms of this Agreement. At such meetings the Governing Board shall transact such business as may properly be brought before the meeting, whether or not the notice of such meeting referenced the action taken at such meeting. (b) Special meetings of the Governing Board may be called by any Director. Notice of each such meeting shall be given to each Director on the Governing Board by telephone, telecopy, telegram or similar method (in each case, notice shall be given at least five (5) Business Days before the time of the meeting) or sent by first-class mail (in which case notice shall be given at least ten (10) days before the meeting), unless a longer notice period is established by the Governing Board. Each such notice shall state (i) the time, date, place (which shall be at the principal office of the Company unless otherwise agreed to by all Directors) or other means of conducting such meeting and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice may be considered at any special meeting unless unanimously approved by the Directors. Any Director may waive notice of any meeting in writing before, at or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not properly called. (c) A majority of the Governing Board as constituted at a particular time shall constitute a quorum for the transaction of business at such time. (d) Any action required to be taken at a meeting of the Governing Board, or any action that may be taken at a meeting of the Governing Board, may be taken at a meeting held by means of telephone conference or other communications equipment by means of which all persons participating 30 30 in the meeting can hear each other. Participation in such a meeting shall constitute presence in person at such meeting. (e) Notwithstanding anything to the contrary in this Section 8.4, the Governing Board may take without a meeting any action that may be taken by the Governing Board under this Agreement if such action is approved by the unanimous written consent of the Directors.

Meetings of the Governing Board. (a) 5.11.1 The first meeting of each newly elected Governing Board will be held immediately following the annual meeting of the Members. If the meeting is held at the place of the meeting of Members, no notice of the meeting need be given to the newly elected members of the Governing Board. If the first meeting is not held at that time and place, it will be held at a time and place specified in a notice given in the manner provided for notice of special meetings of the Governing Board. 5.11.2 Regular quarterly meetings of the Governing Board shall be held upon such notice, or without notice, at such times and at such places within or outside of the State of Delaware, as shall be determined from time to time by the Governing Board. The Governing Board shall hold regular meetings no less frequently than meet once every Fiscal Quarter each calendar quarter and shall establish any and all actions of the Executive Committee, if any, since the last quarterly meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 8.5(b)) and adopt rules or procedures consistent with the terms of this Agreement. At such meetings the Governing Board shall transact such business as may properly be brought before submitted to a vote of the meetingGoverning Board and ratified upon the vote, whether or not subject to the notice provisions of such meeting referenced Section 5.1 of a majority of the action taken at such meetingmembers thereof. (b) 5.11.3 Special meetings of the Governing Board may maybe called by the Chairman of the Board, if there is one, or by the President, on at least forty-eight (48) hours’ notice to each member of the Governing Board and must be called by the President or the Secretary on like notice at the written request of any Director. Notice members of each such meeting shall be given to each Director on the Governing Board by telephonecollectively having two or more votes. 5.11.4 Whenever notice of a meeting of the Governing Board is required, telecopy, telegram or similar method (in each case, the notice shall must be given at least five (5) Business Days before in the time manner set forth in ARTICLE XIII and shall state the place, date and hour of the meeting) . Except as provided by law or sent by first-class mail (in which case notice shall other provisions of this Agreement, neither the business to be given at least ten (10) days before transacted at, nor the meeting)purpose of, unless a longer notice period is established by any regular or special meeting of the Governing Board. Each such notice shall state (i) the time, date, place (which shall Board need be at the principal office of the Company unless otherwise agreed to by all Directors) or other means of conducting such meeting and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice may be considered at any special meeting unless unanimously approved by the Directors. Any Director may waive notice of any meeting in writing before, at or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such the meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not properly called. (c) A 5.11.5 Except as otherwise required by law or other provisions of this Agreement, a majority of the members of the Governing Board as constituted at a particular time in office, but in no event less than one-third of the Governing Board, shall constitute a quorum for the transaction of business business, and the vote of a majority of the members of the Governing Board present at such time. (d) Any action required to any meeting at which a quorum is present shall be taken the act of the Governing Board. If a quorum is not present at a any meeting of members of the Governing Board, or any action that may be taken at a meeting majority of the members of the Governing BoardBoard present at the meeting may adjourn the meeting from time to time, may be taken without notice of the adjourned meeting other than announcement at the meeting. To the extent permitted by law, a member of the Governing Board participating in a meeting held by means of conference telephone conference or other similar communications equipment by means of which all persons participating 30 30 in the meeting can hear each other. Participation in such a meeting shall constitute presence other will be deemed present in person at such the meeting and all acts taken by him during his participation shall be deemed taken at the meeting. (e) Notwithstanding anything to 5.11.6 Whenever the contrary in this Section 8.4, vote of the Governing Board may take without at a meeting is required or permitted in connection with any action that Company action, the meeting and vote may be dispensed with if the action taken by has the valid written consent of Governing Board members having at least the minimum number of votes required to authorize the action at a meeting at which all members of the Governing Board under this Agreement if such were present and voted; provided, that each Governing Board member has been given written notice of the action is approved by proposed to be taken and a copy of the unanimous form of consent being solicited at least 72 hours prior to the date that the written consent of the Directorsany Governing Board member may first become effective with respect to such action.

Meetings of the Governing Board. (a) 5.11.1 The first meeting of each newly elected Governing Board will be held immediately following the annual meeting of the Members. If the meeting is held at the place of the meeting of Members, no notice of the meeting need be given to the newly elected members of the Governing Board. If the first meeting is not held at that time and place, it will be held at a time and place specified in a notice given in the manner provided for notice of special meetings of the Governing Board. 5.11.2 Regular quarterly meetings of the Governing Board shall be held upon such notice, or without notice, at such times and at such places within or outside of the State of Delaware, as shall be determined from time to time by the Governing Board. The Governing Board shall hold regular meetings no less frequently than meet once every Fiscal Quarter each calendar quarter and shall establish any and all actions of the Executive Committee, if any, since the last quarterly meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 8.5(b)) and adopt rules or procedures consistent with the terms of this Agreement. At such meetings the Governing Board shall transact such business as may properly be brought before submitted to a vote of the meetingGoverning Board and ratified upon the vote, whether or not subject to the notice provisions of such meeting referenced Section 6.1.1(b) of a majority of the action taken at such meetingmembers thereof. (b) 5.11.3 Special meetings of the Governing Board may maybe called by the Chairman of the Board, if there is one, or by the President, on at least forty-eight (48) hours’ notice to each member of the Governing Board and must be called by the President or the Secretary on like notice at the written request of any Director. Notice members of each such meeting shall be given to each Director on the Governing Board by telephonecollectively having two or more votes. 5.11.4 Whenever notice of a meeting of the Governing Board is required, telecopy, telegram or similar method (in each case, the notice shall must be given at least five (5) Business Days before in the time manner set forth in ARTICLE XIII and shall state the place, date and hour of the meeting) . Except as provided by law or sent by first-class mail (in which case notice shall other provisions of this Agreement, neither the business to be given at least ten (10) days before transacted at, nor the meeting)purpose of, unless a longer notice period is established by any regular or special meeting of the Governing Board. Each such notice shall state (i) the time, date, place (which shall Board need be at the principal office of the Company unless otherwise agreed to by all Directors) or other means of conducting such meeting and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice may be considered at any special meeting unless unanimously approved by the Directors. Any Director may waive notice of any meeting in writing before, at or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such the meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not properly called. (c) A 5.11.5 Except as otherwise required by law or other provisions of this Agreement, a majority of the members of the Governing Board as constituted at a particular time in office, but in no event less than one-third of the Governing Board, shall constitute a quorum for the transaction of business business, and the vote of a majority of the members of the Governing Board present at such time. (d) Any action required to any meeting at which a quorum is present shall be taken the act of the Governing Board. If a quorum is not present at a any meeting of members of the Governing Board, or any action that may be taken at a meeting majority of the members of the Governing BoardBoard present at the meeting may adjourn the meeting from time to time, may be taken without notice of the adjourned meeting other than announcement at the meeting. To the extent permitted by law, a member of the Governing Board participating in a meeting held by means of conference telephone conference or other similar communications equipment by means of which all persons participating 30 30 in the meeting can hear each other. Participation in such a meeting shall constitute presence other will be deemed present in person at such the meeting and all acts taken by him during his participation shall be deemed taken at the meeting. (e) Notwithstanding anything to 5.11.6 Whenever the contrary in this Section 8.4, vote of the Governing Board may take without at a meeting is required or permitted in connection with any action that Company action, the meeting and vote may be dispensed with if the action taken by has the valid written consent of Governing Board members having at least the minimum number of votes required to authorize the action at a meeting at which all members of the Governing Board under this Agreement if such were present and voted; provided, that each Governing Board member has been given written notice of the action is approved by proposed to be taken and a copy of the unanimous form of consent being solicited at least 72 hours prior to the date that the written consent of the Directorsany Governing Board member may first become effective with respect to such action.

Meetings of the Governing Board. (a) The first meeting of each newly elected Governing Board shall hold regular (other than the first meeting of the first Governing Board, which will be held on or about the date hereof) will be held immediately following the annual meeting of the Member. If the meeting is held at the place of the meeting of the Member, no notice of the meeting need be given to the newly elected members of the Governing Board. If the first meeting is not held at that time and place, it will be held at a time and place specified in a notice given in the manner provided for notice of special meetings no less frequently than once every Fiscal Quarter and shall establish meeting times, dates and places and requisite notice requirements of the Governing Board. (not shorter than those provided in Section 8.5(b)b) and adopt rules or procedures consistent with the terms Regular quarterly meetings of this Agreement. At such meetings the Governing Board shall transact be held upon such business as may properly be brought before the meetingnotice, whether or not the notice of such meeting referenced the action taken without notice, at such meetingtimes and at such places within or outside of the State of Delaware, as shall be determined from time to time by the Governing Board. The Governing Board shall meet once each calendar quarter and any and all actions of the Executive Committee since the last quarterly meeting of the Governing Board shall be submitted to a vote of the Governing Board and ratified upon the vote of a majority thereof. (bc) Special meetings of the Governing Board may be called by any Director. Notice the Chairman of each such meeting shall be given the Board, if there is one, or by the President, on at least 48 hours’ notice to each Director on member of the Governing Board and must be called by telephonethe President or the Secretary on like notice at the written request of any members of the Governing Board collectively having two or more votes. (d) Whenever notice of a meeting of the Governing Board is required, telecopy, telegram or similar method (in each case, the notice shall be given at least five (5) Business Days before state the time place, date and hour of the meeting) . Except as provided by law or sent by first-class mail (in which case notice shall other provisions of this Agreement, neither the business to be given at least ten (10) days before transacted at, nor the meeting)purpose of, unless a longer notice period is established by any regular or special meeting of the Governing Board. Each such notice shall state (i) the time, date, place (which shall Board need be at the principal office of the Company unless otherwise agreed to by all Directors) or other means of conducting such meeting and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice may be considered at any special meeting unless unanimously approved by the Directors. Any Director may waive notice of any meeting in writing before, at or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such the meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not properly called. (ce) A Except as otherwise required by law or other provisions of this Agreement, a majority of the members of the Governing Board as constituted at a particular time in office, but in no event less than one-third of the entire Governing Board, shall constitute a quorum for the transaction of business business, and the vote of a majority of the members of the Governing Board present at such time. (d) Any action required to any meeting at which a quorum is present shall be taken the act of the Governing Board. If a quorum is not present at a any meeting of members of the Governing Board, or any action that may be taken at a meeting majority of the members of the Governing BoardBoard present at the meeting may adjourn the meeting from time to time, may be taken without notice of the adjourned meeting other than announcement at the meeting. To the extent permitted by law, a member of the Governing Board participating in a meeting held by means of conference telephone conference or other similar communications equipment by means of which all persons participating 30 30 in the meeting can hear each other. Participation in such a meeting shall constitute presence other will be deemed present in person at such the meeting and all acts taken by him during his participation shall be deemed taken at the meeting. (ef) Notwithstanding anything to the contrary in this Section 8.4, Any action of the Governing Board may take be taken without a meeting any if written consent to the action that may be taken signed by a majority of the members of the Governing Board under this Agreement if such action in office is approved by filed with the unanimous written consent minutes of the DirectorsGoverning Board.

Meetings of the Governing Board. 5.11.1 The first meeting of each newly elected Governing Board (aother than the first meeting of the first Governing Board, which will be held on or about the date hereof) will be held immediately following the annual meeting of the Members. If the meeting is held at the place of the meeting of Members, no notice of the meeting need be given to the newly elected members of the Governing Board. If the first meeting is not held at that time and place, it will be held at a time and place specified in a notice given in the manner provided for notice of special meetings of the Governing Board. 5.11.2 Regular quarterly meetings of the Governing Board shall be held upon such notice, or without notice, at such times and at such places within or outside of the State of Delaware, as shall be determined from time to time by the Governing Board. The Governing Board shall hold regular meetings no less frequently than meet once every Fiscal Quarter each calendar quarter and shall establish any and all actions of the Executive Committee, if any, since the last quarterly meeting times, dates and places and requisite notice requirements (not shorter than those provided in Section 8.5(b)) and adopt rules or procedures consistent with the terms of this Agreement. At such meetings the Governing Board shall transact such business as may properly be brought before submitted to a vote of the meetingGoverning Board and ratified upon the vote, whether or not subject to the notice provisions of such meeting referenced Section 6.1.1(b) of a majority of the action taken at such meetingmembers thereof. (b) 5.11.3 Special meetings of the Governing Board may be called by any Director. Notice the Chairman of each such meeting shall be given the Board, if there is one, or by the President, on at least forty-eight (48) hours’ notice to each Director on member of the Governing Board and must be called by telephonethe President or the Secretary on like notice at the written request of any members of the Governing Board collectively having two or more votes. 5.11.4 Whenever notice of a meeting of the Governing Board is required, telecopy, telegram or similar method (in each case, the notice shall must be given at least five (5) Business Days before in the time manner set forth in ARTICLE XIII and shall state the place, date and hour of the meeting) . Except as provided by law or sent by first-class mail (in which case notice shall other provisions of this Agreement, neither the business to be given at least ten (10) days before transacted at, nor the meeting)purpose of, unless a longer notice period is established by any regular or special meeting of the Governing Board. Each such notice shall state (i) the time, date, place (which shall Board need be at the principal office of the Company unless otherwise agreed to by all Directors) or other means of conducting such meeting and (ii) the purpose of the meeting to be so held. No actions other than those specified in the notice may be considered at any special meeting unless unanimously approved by the Directors. Any Director may waive notice of any meeting in writing before, at or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such the meeting, except when a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not properly called. (c) A 5.11.5 Except as otherwise required by law or other provisions of this Agreement, a majority of the members of the Governing Board as constituted at a particular time in office, but in no event less than one-third of the entire Governing Board, shall constitute a quorum for the transaction of business business, and the vote of a majority of the members of the Governing Board present at such time. (d) Any action required to any meeting at which a quorum is present shall be taken the act of the Governing Board. If a quorum is not present at a any meeting of members of the Governing Board, or any action that may be taken at a meeting majority of the members of the Governing BoardBoard present at the meeting may adjourn the meeting from time to time, may be taken without notice of the adjourned meeting other than announcement at the meeting. To the extent permitted by law, a member of the Governing Board participating in a meeting held by means of conference telephone conference or other similar communications equipment by means of which all persons participating 30 30 in the meeting can hear each other. Participation in such a meeting shall constitute presence other will be deemed present in person at such the meeting and all acts taken by him during his participation shall be deemed taken at the meeting. (e) Notwithstanding anything to the contrary in this Section 8.4, 5.11.6 Any action of the Governing Board may take be taken without a meeting any if written consent to the action that may be taken signed by all members of the Governing Board under this Agreement if such action is approved by filed with the unanimous written consent minutes of the DirectorsGoverning Board.