Common use of Meetings of the Members Clause in Contracts

Meetings of the Members. (a) The Members may hold meetings at such time and place and use such procedures as the Board of Managers may reasonably determine from time to time. Meetings of the Members may be called at any time by (i) the affirmative vote or written consent of the Requisite Preferred Holders or (ii) the consent of a majority of the Board of Managers, in either case, upon twenty-four (24) hours written or electronic mail notice to the Members entitled to vote thereon. Notice of any such meeting may be waived by any Member upon either the signing of a written waiver thereof or presence at a meeting by such Member as provided herein. (b) At any meeting of the Members, the Members representing a majority of the outstanding Preferred Units and Common Units, voting together as a single class on an As Adjusted Voting Basis, as applicable (the “Voting Majority”), shall constitute a quorum; provided, however, that where a separate vote by a class of Units is required by law or this Agreement, the Members representing a majority of the outstanding class of Units entitled to vote at such meeting shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice upon reaching a quorum. (c) Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting and without any notice to the Members upon the written consent of the requisite percentage of the class or classes of the Members entitled to vote on such matter. The Secretary of the Company shall provide prompt written notice to the other Members who, if the action had been taken at a meeting of the Members, would have been entitled to notice of the meeting pursuant to Section 2.03‎(a), of any action so taken.

Meetings of the Members. (a) The Members may hold meetings at such time and place and use such procedures as the Board of Managers may reasonably determine from time to time. A. Meetings of the Members may be called at any time by (i) the affirmative vote or Managing Member and shall be called upon the receipt by the Managing Member of a written consent request by a Majority in Interest of the Requisite Preferred Holders or (ii) Non-Managing Members. The call shall state the consent of a majority nature of the Board of Managers, in either case, upon twenty-four (24) hours written or electronic mail notice business to the Members entitled to vote thereonbe transacted. Notice of any such meeting shall be given to all Members not less than seven (7) days nor more than thirty (30) days prior to the date of such meeting. The meeting shall be held at the headquarters office of the Managing Member or at such other location as may be waived designated by any Member upon either the signing Managing Member. Members may vote in person or by proxy at such meeting. Whenever the vote or Consent of a written waiver thereof Members is permitted or presence required under this Agreement, such vote or Consent may be given at a meeting by such Member as provided hereinof Members or may be given in accordance with the procedure prescribed in Section 14.3.B hereof. (b) At any meeting of the Members, the Members representing a majority of the outstanding Preferred Units and Common Units, voting together as a single class on an As Adjusted Voting Basis, as applicable (the “Voting Majority”), shall constitute a quorum; provided, however, that where a separate vote by a class of Units is required by law or this Agreement, the Members representing a majority of the outstanding class of Units entitled to vote at such meeting shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice upon reaching a quorum. (c) B. Any action required or permitted to be taken at any a meeting of the Members may be taken without a meeting if a prior written notice thereof is sent to each Member in accordance with Section 15.1 and without any notice to Consent setting forth the action so taken is signed by Members upon the written consent holding a majority of the requisite LLC Units (or such other percentage as is expressly required by this Agreement for the action in question). Such Consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of Members holding a majority of the class LLC Units (or classes of such other percentage as is expressly required by this Agreement). Such Consent shall be filed with the Members entitled Managing Member. An action so taken shall be deemed to vote on such matter. The Secretary of the Company shall provide prompt written notice to the other Members who, if the action had have been taken at a meeting held on the effective date so certified. For purposes of obtaining a written Consent, the MembersManaging Member may require a response within a reasonable specified time, would have been entitled but not less than fifteen (15) days, and failure to notice of respond in such time period shall constitute a Consent that is consistent with the meeting pursuant Managing Member’s recommendation with respect to Section 2.03‎(a)the proposal; provided, of any however, that an action so takenshall become effective at such time as requisite Consents are received even if prior to such specified time.

Meetings of the Members. (a) The Members may hold All meetings at such time and place and use such procedures as the Board of Managers may reasonably determine from time to time. Meetings of the Members may shall be called held at any time by (i) the affirmative vote or written consent principal office of the Requisite Preferred Holders Company, or at such other place within or without the State of Delaware as shall be specified or fixed in the notices (iior waivers of notice) thereof. (b) Except as expressly provided otherwise by this Agreement, the consent holders of a majority of the Board of Managers, in either case, upon twenty-four (24) hours written or electronic mail notice to the Members entitled to vote thereon. Notice of any such meeting may be waived by any Member upon either the signing of a written waiver thereof or presence at a meeting by such Member as provided herein. (b) At any meeting of the Members, the Members representing a majority of the outstanding Preferred Voting Units and Common Unitsthen outstanding, voting together as a single class on an As Adjusted Voting Basisclass, as applicable (the “Voting Majority”)and entitled to vote at any meeting of Members, present in person or represented by proxy, shall constitute a quorum at any such meeting for the transaction of business, provided that notwithstanding the preceding, except as set forth below, the Bluescape Member and the Bonanza Member shall be in attendance at any meeting at which any action other than the adjournment of a meeting is taken and, if either the Bluescape Member or the Bonanza Member fails to attend a meeting duly called and convened, the Members in attendance at such meeting may adjourn the meeting until the earlier of: (a) the time at which both the Bluescape Member and the Bonanza Member may attend such meeting; or (b) 48 hours after notice is given by electronic mail or facsimile and accompanied by voicemail, and if either the Bluescape Member or the Bonanza Member has not made itself available for, or is otherwise unable to attend such meeting, the other Members holding a majority of the Voting Units may reconvene and take any action otherwise permitted by the Members without the consent of the absent Bluescape Member or Bonanza Member, as the case may be. The affirmative vote of the holders of a majority of such Voting Units so present or represented at such meeting, voting together as a single class, at which a quorum is present shall constitute the act of the Members. The Members present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of sufficient Members to lose the quorum. (c) An annual meeting of the Members for the election of Directors to succeed those Directors serving on the Board whose terms expire and for the transaction of such other business as may properly be considered at the meeting may be held at such place, within or without the State of Delaware, on such date and at such time as the Board or the Majority Holders shall fix and set forth in the notice of the meeting; provided, until such time as a meeting of Members shall be called in accordance with this Section 6.3, the Directors shall continue to serve until their resignation or removal in accordance with Section 6.2. In lieu of annual meetings, which are not a requirement for any purpose, the Members may elect Directors by written consent. Amended and Restated Limited Liability Company Agreement of AleAnna Energy, LLC 17 (d) The Board or the Calling Holders shall give at least 10 days personal, written, cable or electronic (e.g., email) notice of any meetings of the Members. For the purpose of determining Members entitled to notice of or to vote at any meeting of Members, or any adjournment thereof, or entitled to consent to any matter, or entitled to exercise any rights in connection with any change, conversion or exchange of Units, or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing such record date is adopted by the Board, and which record date shall not be more than 60 nor less than 10 days prior to the date of such meeting. If no record date is fixed by the Board, the record date for determining Members entitled to notice of or to vote at a meeting of Members shall be the close of business on the day next preceding the day on which notice of such meeting is given, or, if notice is waived in accordance with this Agreement, the close of business on the day next preceding the day on which the meeting of Members is held. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of the meeting; provided, however, that where the Board may fix a separate vote by a class of Units is required by law or this Agreement, new record date for the Members representing a majority of the outstanding class of Units entitled to vote at such meeting shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice upon reaching a quorummeeting. (c) Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting and without any notice to the Members upon the written consent of the requisite percentage of the class or classes of the Members entitled to vote on such matter. The Secretary of the Company shall provide prompt written notice to the other Members who, if the action had been taken at a meeting of the Members, would have been entitled to notice of the meeting pursuant to Section 2.03‎(a), of any action so taken.

Meetings of the Members. (a) The Annual or special meetings of Members may hold meetings shall be held at such date and time as shall be designated from time to time by the Board and stated in the notice of the meeting to be provided to all Members, whether or not such Members are entitled to vote at such meeting, in writing no later than five (5) days prior to such designated meeting date. Business transacted at any special meeting of Members shall be limited to the purposes stated in the notice of special meeting. All meetings of the Members shall be held at such place and use such procedures within or without the State of Delaware as the Board of Managers may reasonably determine from time to time. Meetings of the Members may be called at any time by (i) the affirmative vote or written consent of the Requisite Preferred Holders or (ii) the consent of a majority of the Board of Managers, in either case, upon twenty-four (24) hours written or electronic mail notice to the Members entitled to vote thereon. Notice of any such meeting may be waived by any Member upon either the signing of a written waiver thereof or presence at a meeting by such Member as provided hereinshall designate. (b) At any meeting The presence in person or by proxy of the Members, the Members representing holding a majority of the outstanding Preferred Units and Common Units, voting together as a single class on an As Adjusted Voting Basis, as applicable (the “Voting Majority”), shall constitute a quorum; provided, however, that where a separate vote by a class of Units is required by law or this Agreement, the Members representing a majority of the outstanding class of Units entitled to vote at such meeting shall constitute a quorumquorum for the transaction of business at any meeting of the Members. Less than Subject to the provisions of this Agreement, including Section 7.05(e), any matter brought before a meeting of the Members shall be decided by vote of Members entitled to vote holding at least a majority of the Common Units held by all Members entitled to vote present at a duly constituted meeting at which a quorum may adjourn is present. Except as provided in this Agreement, all Members entitled to vote shall vote together and no Member(s) shall be, or have any meeting from time right to time and vote or otherwise act, as a separate series, class or group of Members within the meeting may be held as adjourned without further notice upon reaching a quorummeaning of the Act. (c) Members may participate in any meeting of Members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. (d) Any action required or permitted to be taken at any annual or special meeting of Members or otherwise, or any action which may be taken at any annual or special meeting of Members or otherwise (including without limitation any consent, approval, vote or other action of the Members required or contemplated under or by this Agreement, the Act or otherwise), may be taken without a meeting and without any notice a vote, if a consent in writing, setting forth the action so taken, shall be provided to all Members at least three (3) days advance and is thereafter signed by the Members upon the written consent of the requisite percentage of the class or classes of the Members entitled required to vote on approve such matteraction. The Secretary of the Company shall provide prompt written notice to the other Members who, if the action had been taken at a meeting of the Members, would have been entitled to Prompt notice of the taking of action by Members without a meeting pursuant to this Section 2.03‎(a), 4.05 by less than unanimous written consent shall be given to each of any action so takenthose Members who have not consented in writing.

Meetings of the Members. (a) The Members may hold meetings at such time and place and use using such procedures as the Board of Managers Directors may reasonably determine from time to time. Meetings Meeting of the Members may be called at any time by (i) the affirmative vote or written consent of the Requisite Preferred Holders or (ii) the consent of a majority of the Board of Managers, in either case, any Major Member upon twenty-four (24) hours written or electronic mail notice to the Members entitled to vote thereonnotice. Notice of any such meeting may shall be waived by any Member upon either the signing of a written waiver thereof or presence at a meeting by such Member as provided herein; provided, that a Majority Interest may waive any such notice and such waiver shall be binding on all Members. (b) At any meeting of the Members, the Members representing a majority of the outstanding Preferred Units and Common Units, voting together as a single class on an As Adjusted Voting Basis, as applicable (the “Voting Majority”), shall constitute a quorum; provided, however, that where a separate vote by a class of Units is required by law or this Agreement, the Members representing a majority of the outstanding class of Units entitled to vote at such meeting Majority Interest shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice upon reaching a quorum. (c) Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting and without any notice to the Members upon the written consent of the requisite percentage Majority Interest of the class or classes of the Members entitled to vote on such matterMembers. The Secretary of the Company shall provide prompt written notice to the other Members who, if the action had been taken at a meeting of the Members, would have been entitled to notice of the meeting pursuant to Section 2.03‎(a), of any action so taken. (d) Notwithstanding the foregoing, (i) no meeting of the Members shall be effective unless notice thereof and opportunity to participate as an observer has been given to Lender, and (ii) no notice pursuant to this Section 2.3 shall be effective unless such notice has been given to Lender. Xxxxxx xxx participate as an observer at all meetings of the Members.

Meetings of the Members. (a) The Members may hold meetings at such time and place and use such procedures as the Board of Managers may reasonably determine from time to time. Meetings of the Members may be called at any time by (i) the affirmative vote Supervisory Board, the Manager or written consent by a majority-in- interest of the Requisite Preferred Holders or (ii) the consent of a majority of the Board of Managers, in either case, upon twenty-four (24) hours written or electronic mail notice to the Members entitled to vote thereonMembers. Notice of any such meeting may be waived by any Member upon either the signing Upon receipt of a written waiver thereof or presence at request that a meeting by such Member as provided herein. (b) At any meeting is to be held and stating the purposes of the meeting, the Manager shall provide all of the Members, the Members representing a majority within two (2) days after receipt of said request, with notice of the outstanding Preferred Units meeting and Common Units, voting together as a single class on an As Adjusted Voting Basis, as applicable the purposes of such meeting. No meeting shall be held less than two (the “Voting Majority”), shall constitute a quorum2) nor more than thirty (30) days after notice thereof; provided, however, that where any Member may, with respect to himself or itself, waive the notice requirements herein set forth. (b) All meetings of the Members shall be held at the principal place of business of the Company or at such other place as shall be specified or fixed in the notices thereof, provided that any or all Members may participate in any such meeting by means of conference telephone or similar communications equipment. A quorum shall be present at a separate meeting of the Members if the holders of a majority-in-interest are represented at the meeting in person or by proxy. With respect to any matter, other than a matter for which a requisite affirmative vote by of the Supervisory Board or the consent of the holders of a class specific portion of Units the Membership Interests entitled to vote is required by law this Agreement or the Act, the affirmative vote of a majority- in-interest at a meeting of Members at which a quorum is present shall be the act of the Members. Notwithstanding the provisions or this Agreement, the Members representing holders of a majority of majority-in-interest shall have the outstanding class of Units entitled power to vote at adjourn such meeting shall constitute a quorum. Less than a quorum may adjourn any meeting meetings from time to time, without any notice other than announcement at the meeting of the time and place of the holding of the adjourned meeting. If such meeting is adjourned by the Members, such time and place shall be determined by a vote of the holders of a majority-in-interest. Upon the resumption of such adjourned meeting, any business may be transacted that might have been transacted at the meeting may be held as adjourned without further notice upon reaching a quorumoriginally called. (c) Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting meeting, without prior notice, and without any notice to a vote, if consents in writing, setting forth the action so taken, are signed by the Members upon having not less than the written consent minimum number of votes that would be necessary to authorize or take such action at a meeting at which the requisite percentage amount of the class or classes of the Members Membership Interests entitled to vote on the action were present and voted, provided, however, that any such matter. The Secretary action shall not be taken without the consent of the Company shall provide prompt written notice to the other Members who, if the action had been taken at a meeting holders of the Members, would have been entitled to Super Majority-in-Interests of the Preferred Interests. Every written consent shall bear the date and signature of each Member who signs the consent. Prompt notice of the taking of action without a meeting pursuant by less than unanimous written consent shall be given to Section 2.03‎(a), of any action so takenall Members who have not consented in writing to such action.

Meetings of the Members. (a) The Members may hold meetings at such time and place and use such procedures as the Board of Managers may reasonably determine from time to time. Meetings of the Members may be called by the Manager (or, if there is not a Manager at any time such time, by (i) the affirmative vote holders owing 10% or written consent more of the Requisite Preferred Holders Shares of any Class or (ii) series). The call shall be in writing in accordance with Section 11.1 and shall state the consent of a majority nature of the Board of Managers, in either case, upon twenty-four (24) hours written or electronic mail notice business to the Members entitled to vote thereonbe transacted. Notice of any such meeting shall be given to all Members and the Class A Representative not less than seven days nor more than 30 days prior to the date of such meeting. Members may vote in person or by proxy at such meeting. Except as otherwise expressly provided in this Agreement, the Consent of holders of the outstanding Common Shares as of the Record Date set for such purpose shall control. Whenever the vote or Consent of Members is permitted or required under this Agreement, such vote or Consent may be waived by any Member upon either the signing of a written waiver thereof or presence given at a meeting of Members or may be given in accordance with the procedure prescribed in SECTION 9.2(b) hereof; provided that such procedures may also be utilized with respect to any vote or Consent affecting only a specific Class of membership interests (in which event such matters shall be approved by the affirmative vote or Consent of holders of such Member as provided herein. (b) At any meeting Class of the Members, the Members representing membership interests holding a majority of the outstanding Preferred Units and Common Units, voting together Shares of that Class (unless otherwise specified in the designation of such Class of membership interest) as a single class on an As Adjusted Voting Basis, as applicable (the “Voting Majority”), shall constitute a quorum; provided, however, that where a separate vote by a class of Units is required by law or this Agreement, the Members representing a majority of the outstanding class of Units entitled to vote at Record Date set for such meeting shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice upon reaching a quorumpurpose). (cb) Any action required or permitted to be taken at any a meeting of the Members may be taken without a meeting and without any notice to if a written Consent setting forth the action so taken is signed by Members upon the written consent holding a majority of the requisite percentage Common Shares so required for such action. Such Consent may be in one instrument or in several instruments, and shall have the same force and effect as a vote of Members holding a majority of the class Common Shares so required for such action (or classes such other vote as may be required for approval of any action). An action so taken shall be deemed to have been taken on the effective date so certified by the Manager. (c) Each Member may authorize any Person or Persons to act for him by proxy on all matters in which such Member is entitled to participate, including waiving notice of any meeting, or voting or participating at a meeting. Every proxy must be signed by the Member or his attorney-in-fact. No proxy shall be valid after the expiration of 11 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Members entitled to vote on such matter. The Secretary of the Company shall provide prompt written notice to the other Members who, if the action had been taken at a Member executing it. (d) Each meeting of Members shall be conducted by the Members, would have been entitled Manager or such other Person as the Manager may appoint pursuant to notice such rules for the conduct of the meeting pursuant to Section 2.03‎(a), of any action so takenas the Manager or such other Person deems appropriate.

Meetings of the Members. (a) The Members may shall hold regular meetings (at least annually or at such greater frequency established by the Members) at such time and place and use such procedures as shall be determined by the Board of Managers may reasonably determine from time to timeBoard. Meetings Special meetings of the Members may be called at any time by the Board, or by Members representing at least ten percent (i10%) the affirmative vote or written consent of the Requisite Preferred Holders or (iiUnits, by delivering a notice of meeting in accordance with Section 2.3(e) the consent of a majority of the Board of Managers, in either case, upon twenty-four (24) hours written or electronic mail notice to the Members entitled to vote thereon. Notice of any such meeting may be waived by any Member upon either the signing of a written waiver thereof or presence at a meeting by such Member as provided hereinhereof. (b) At any Members may participate in a meeting of the MembersMembers by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, the Members representing a majority of the outstanding Preferred Units and Common Units, voting together as a single class on an As Adjusted Voting Basis, as applicable (the “Voting Majority”), such participation shall constitute a quorum; provided, however, that where a separate vote by a class of Units is required by law or this Agreement, the Members representing a majority of the outstanding class of Units entitled to vote presence in person at such meeting shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice upon reaching a quorummeeting. (c) Any action required or permitted to be taken at any meeting of the Members may be taken without a meeting and without any notice to the Members upon the their unanimous written consent consent (d) The Secretary of the requisite percentage Company shall keep written minutes of all meetings of the class or classes Members. (e) Notice of each regular meeting and each special meeting of the Members shall be given by the Company to each Member at least ten (10 ) business days before such meeting. Notices of special meetings shall contain a brief description of the items of business to be conducted at such meeting, and the action proposed to be taken thereon, and no business other than those items (unless expressly agreed to by each of the Members entitled to vote on thereon) may be conducted at such matterspecial meeting. The Secretary notice provisions of this Section 2.3(e) shall be waived upon either the Company shall provide prompt signing of a written notice to the other Members who, if the action had been taken waiver thereof or attendance at a meeting by all of the Members, would have been entitled to notice of the meeting pursuant to Section 2.03‎(a), of any action so taken.

Meetings of the Members. (ai) The Members may hold meetings at such time and place and use such procedures as the Board of Managers may reasonably determine from time to time. Meetings of the Members may be called at any time by the Primary Manager or the Board of Managers. Notice of any meeting, including the date, time and location, shall be given to all Members not less than five (i5) days nor more than thirty (30) days prior to the affirmative vote date of such meeting. Each Member may authorize any Person to act for it by proxy on all matters in which a Member is entitled to participate, including waiving notice of any meeting, or written consent of voting or participating at a meeting. Every proxy must be signed by the Requisite Preferred Holders Member or its attorney-in-fact. (ii) the consent of Unless otherwise provided by law or by this Agreement, Members who hold a majority of the Board Member Interests then outstanding shall constitute a quorum at all meetings of Managers, in either case, upon twenty-four (24) hours written or electronic mail notice to the Members entitled to vote thereon. Notice of any such meeting may be waived by any Member upon either the signing of a written waiver thereof or presence at a meeting by such Member as provided hereinMembers. (biii) At any meeting Unless otherwise provided by law or by this Agreement, all questions shall be decided by an affirmative vote of the Members, the Members representing who hold a majority of the Member Interests (determined percentage interest in Profits (and Losses) then outstanding Preferred Units present in person at the meeting and Common Units, voting together as a single class on an As Adjusted Voting Basis, as applicable (the “Voting Majority”), shall constitute a quorum; provided, however, that where a separate vote by a class of Units is required by law or this Agreement, the Members representing a majority of the outstanding class of Units entitled to vote at such meeting shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and on the meeting may be held as adjourned without further notice upon reaching a quorumquestion. (civ) Any action required to or permitted to which may be taken at any a meeting of the Members may be taken without a meeting meeting, without prior notice and without any notice a vote, if a consent, or consents in writing, setting forth the action so taken, shall be signed by Members having not less than the minimum number of votes that would be necessary to the Members upon the written consent of the requisite percentage of the class authorize or classes of the take such action at a meeting at which all Members entitled to vote on such matter. The Secretary of the Company shall provide prompt written notice to the other thereon were present and voted. (v) Any Members who, if the action had been taken at may participate in a meeting of the Members, would have been entitled to notice Members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting pursuant to Section 2.03‎(a)can hear each other at the same time, of any action so takenand participation by such means shall constitute presence in person at a meeting.

Meetings of the Members. (a) The Annual or special meetings of Members may hold meetings shall be held at such date and time as shall be designated from time to time by the Board and stated in the notice of the meeting to be provided to all Members, whether or not such Members are entitled to vote at such meeting, in writing no less than ten (10) days nor more than sixty (60) days prior to such designated meeting date. Business transacted at any special meeting of Members shall be limited to the purposes stated in the notice of special meeting. All meetings of the Members shall be held at such place and use such procedures within or without the State of Delaware as the Board of Managers may reasonably determine from time to time. Meetings of the Members may be called at any time by (i) the affirmative vote or written consent of the Requisite Preferred Holders or (ii) the consent of a majority of the Board of Managers, in either case, upon twenty-four (24) hours written or electronic mail notice to the Members entitled to vote thereon. Notice of any such meeting may be waived by any Member upon either the signing of a written waiver thereof or presence at a meeting by such Member as provided hereinshall designate. (b) At any meeting The presence in person or by proxy of the Members, the Members representing holding a majority of the outstanding Preferred Units and Common Units, voting together as a single class on an As Adjusted Voting Basis, as applicable (the “Voting Majority”), shall constitute a quorum; provided, however, that where a separate vote by a class of Units is required by law or this Agreement, the Members representing a majority of the outstanding class of Units entitled to vote at such meeting shall constitute a quorumquorum for the transaction of business at any meeting of the Members. Less than Subject to the provisions of this Agreement, any matter brought before a meeting of the Members shall be decided by vote of Members entitled to vote holding at least a majority of the Common Units held by all Members entitled to vote present at a duly constituted meeting at which a quorum may adjourn is present. Except as provided in this Agreement, all Members entitled to vote shall vote together and no Member(s) shall be, or have any meeting from time right to time and vote or otherwise act, as a separate series, class or group of Members within the meeting may be held as adjourned without further notice upon reaching a quorummeaning of the Act. (c) Members may participate in any meeting of Members by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at the meeting. (d) Any action required or permitted to be taken at any annual or special meeting of Members or otherwise, or any action which may be taken at any annual or special meeting of Members or otherwise (including without limitation any consent, approval, vote or other action of the Members required or contemplated under or by this Agreement, the Act or otherwise), may be taken without a meeting and without any notice a vote, if a consent in writing, setting forth the action so taken, shall be provided to all Members at least three (3) days advance and is thereafter signed by the Members upon the written consent of the requisite percentage of the class or classes of the Members entitled required to vote on approve such matteraction. The Secretary of the Company shall provide prompt written notice to the other Members who, if the action had been taken at a meeting of the Members, would have been entitled to Prompt notice of the taking of action by Members without a meeting pursuant to this Section 2.03‎(a), 4.05 by less than unanimous written consent shall be given to each of any action so takenthose Members who have not consented in writing.