Meetings of the Operating Committee. (a) Meetings of the Operating Committee may be attended by each Participant’s voting Representative and its alternate voting Representative and by a maximum of two (2) nonvoting Representatives of each Participant, by members of the Advisory Committee, by the Chief Compliance Officer, by other Representatives of the Company and the Plan Processor, by Representatives of the SEC, and by such other Persons that the Operating Committee may invite to attend; provided that the Operating Committee may, where appropriate, determine to meet in an Executive Session, during which only voting members of the Operating Committee and Representatives of the SEC shall be present; provided, that the Operating Committee may invite other Representatives of the Participants, of the Company, of the Plan Processor (including the Chief Compliance Officer and the Chief Information Security Officer), or such other Persons that the Operating Committee may invite to attend, to be present during an Executive Session. Any determination of the Operating Committee to meet in an Executive Session shall be made upon a Majority Vote and shall be reflected in the minutes of the meeting. Regular meetings of the Operating Committee shall be held not less than once each calendar quarter at such times as shall from time to time be determined by the Operating Committee, on not less than ten (10) days’ notice. Special meetings of the Operating Committee may be called upon the request of two or more Participants on not less than two (2) days’ notice; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. Emergency meetings of the Operating Committee may be called upon the request of two (2) or more Participants and may occur as soon as practical after calling for such meeting; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. In the case of an emergency meeting of the Operating Committee, in addition to those Persons otherwise entitled to attend such meeting: (i) each Participant shall have the right to designate a reasonable number of its employees or other Representatives with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; and (ii) each Participant shall use commercially reasonable efforts to designate an employee or other Representative of such Participant with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; provided, for the avoidance of doubt, that no Person attending any such meeting solely by virtue of this sentence shall have the right to vote on any matter submitted for a vote at any such meeting. The Chair, or in his or her absence, a member of the Operating Committee designated by the Chair or by members of the Operating Committee in attendance, shall preside at each meeting of the Operating Committee, and a Person in attendance designated by the Chair (or the member of the Operating Committee presiding in the Chair’s absence) shall act as Secretary to record the minutes thereof. The location of the regular and special meetings of the Operating Committee shall be fixed by the Operating Committee, provided that in general the location of meetings shall be rotated among the locations of the principal offices of the Participants. Members of the Operating Committee may be present at a meeting by conference telephone or other electronic means that enables each of them to hear and be heard by all others present at the meeting. Whenever notice of any meeting of the Operating Committee is required to be given by law or this Agreement, a written waiver, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before, at or after the time stated in such notice, shall be deemed equivalent to notice. Attendance at a meeting of the Operating Committee by a member thereof shall constitute a waiver of notice of such meeting, except when such member of the Operating Committee attends any such meeting 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. (b) Any Person that is not a Participant, but for which the SEC has published a Form 1 Application or Form X-15AA-1 Application to become a national securities exchange or a national securities association, respectively, shall be permitted to appoint one primary Representative and one alternate Representative to attend regularly scheduled Operating Committee meetings in the capacity of a non-voting observer but shall not be permitted to have any Representative attend a special meeting, emergency meeting or meeting held in Executive Session of the Operating Committee. If such Person’s Form 1 Application or Form X-15AA-1 Application is withdrawn or returned for any reason, then such Person shall no longer be eligible to be represented in regularly scheduled Operating Committee meetings. The Operating Committee shall have the discretion, in limited instances, to deviate from this policy if it determines, by Majority Vote, that circumstances so warrant; provided, however, that the exercise of such discretion is reasonable and does not impose any unnecessary or inappropriate burden on competition.
Appears in 5 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
Meetings of the Operating Committee.
(a) Meetings of the Operating Committee may be attended by each Participant’s voting Representative and its alternate voting Representative and by a maximum of two (2) nonvoting Representatives of each Participant, by members of the Advisory Committee, by the Chief Compliance Officer, by other Representatives of the Company and the Plan Processor, by Representatives of the SEC, and by such other Persons that the Operating Committee may invite to attend; provided that the Operating Committee may, where appropriate, determine to meet in an Executive Session, during which only voting members of the Operating Committee and Representatives of the SEC shall be present; provided, that the Operating Committee may invite other Representatives of the Participants, of the Company, of the Plan Processor (including the Chief Compliance Officer and the Chief Information Security Officer), or such other Persons that the Operating Committee may invite to attend, to be present during an Executive Session. Any determination of the Operating Committee to meet in an Executive Session shall be made upon a Majority Vote and shall be reflected in the minutes of the meeting. Regular meetings of the Operating Committee shall be held not less than once each calendar quarter at such times as shall from time to time be determined by the Operating Committee, on not less than ten (10) days’ notice. Special meetings of the Operating Committee may be called upon the request of two or more Participants on not less than two (2) days’ notice; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. Emergency meetings of the Operating Committee may be called upon the request of two (2) or more Participants and may occur as soon as practical after calling for such meeting; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. In the case of an emergency meeting of the Operating Committee, in addition to those Persons otherwise entitled to attend such meeting: (i) each Participant shall have the right to designate a reasonable number of its employees or other Representatives with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; and (ii) each Participant shall use commercially reasonable efforts to designate an employee or other Representative of such Participant with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; provided, for the avoidance of doubt, that no Person attending any such meeting solely by virtue of this sentence shall have the right to vote on any matter submitted for a vote at any such meeting. The Chair, or in his or her absence, a member of the Operating Committee designated by the Chair or by members of the Operating Committee in attendance, shall preside at each meeting of the Operating Committee, and a Person in attendance designated by the Chair (or the member of the Operating Committee presiding in the Chair’s absence) shall act as Secretary to record the minutes thereof. The location of the regular and special meetings of the Operating Committee shall be fixed by the Operating Committee, provided that in general the location of meetings shall be rotated among the locations of the principal offices of the Participants. Members of the Operating Committee may be present at a meeting by conference telephone or other electronic means that enables each of them to hear and be heard by all others present at the meeting. Whenever notice of any meeting of the Operating Committee is required to be given by law or this Agreement, a written waiver, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before, at or after the time stated in such notice, shall be deemed equivalent to notice. Attendance at a meeting of the Operating Committee by a member thereof shall constitute a waiver of notice of such meeting, except when such member of the Operating Committee attends any such meeting 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.
(b) Any Person that is not a Participant, but for which the SEC has published a Form 1 Application or Form X-15AA-1 Application to become a national securities exchange or a national securities association, respectively, shall be permitted to appoint one primary Representative and one alternate Representative to attend regularly scheduled Operating Committee meetings in the capacity of a non-voting observer but shall not be permitted to have any Representative attend a special meeting, emergency meeting or meeting held in Executive Session of the Operating Committee. If such Person’s Form 1 Application or Form X-15AA-1 Application is withdrawn or returned for any reason, then such Person shall no longer be eligible to be represented in regularly scheduled Operating Committee meetings. The Operating Committee shall have the discretion, in limited instances, to deviate from this policy if it determines, by Majority Vote, that circumstances so warrant; provided, however, that the exercise of such discretion is reasonable and does not impose any unnecessary or inappropriate burden on competition.and
Appears in 4 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
Meetings of the Operating Committee.
(a) Meetings of the Operating Committee may be attended by each Participant’s voting Representative and its alternate voting Representative and by a maximum of two (2) nonvoting Representatives of each Participant, by members of the Advisory Committee, by the Chief Compliance Officer, by other Representatives of the Company and the Plan Processor, by Representatives of the SEC, and by such other Persons that the Operating Committee may invite to attend; provided that the Operating Committee may, where appropriate, determine to meet in an Executive Session, during which only voting members of the Operating Committee and Representatives of the SEC shall be present; provided, that the Operating Committee may invite other Representatives of the Participants, of the Company, of the Plan Processor (including the Chief Compliance Officer and the Chief Information Security Officer), or such other Persons that the Operating Committee may invite to attend, to be present during an Executive Session. Any determination of the Operating Committee to meet in an Executive Session shall be made upon a Majority Vote and shall be reflected in the minutes of the meeting. Regular meetings of the Operating Committee shall be held not less than once each calendar quarter at such times as shall from time to time be determined by the Operating Committee, on not less than ten (10) days’ notice. Special meetings of the Operating Committee may be called upon the request of two or more Participants on not less than two (2) days’ notice; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. Emergency meetings of the Operating Committee may be called upon the request of two (2) or more Participants and may occur as soon as practical after calling for such meeting; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. In the case of an emergency meeting of the Operating Committee, in addition to those Persons otherwise entitled to attend such meeting: (i) each Participant shall have the right to designate a reasonable number of its employees or other Representatives with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; and (ii) each Participant shall use commercially reasonable efforts to designate an employee or other Representative of such Participant with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; provided, for the avoidance of doubt, that no Person attending any such meeting solely by virtue of this sentence shall have the right to vote on any matter submitted for a vote at any such meeting. The Chair, or in his or her absence, a member of the Operating Committee designated by the Chair or by members of the Operating Committee in attendance, shall preside at each meeting of the Operating Committee, and a Person in attendance designated by the Chair (or the member of the Operating Committee presiding in the Chair’s absence) shall act as Secretary to record the minutes thereof. The location of the regular and special meetings of the Operating Committee shall be fixed by the Operating Committee, provided that in general the location of meetings shall be rotated among the locations of the principal offices of the Participants. Members of the Operating Committee may be present at a meeting by conference telephone or other electronic means that enables each of them to hear and be heard by all others present at the meeting. Whenever notice of any meeting of the Operating Committee is required to be given by law or this Agreement, a written waiver, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before, at or after the time stated in such notice, shall be deemed equivalent to notice. Attendance at a meeting of the Operating Committee by a member thereof shall constitute a waiver of notice of such meeting, except when such member of the Operating Committee attends any such meeting 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.
(b) Any Person that is not a Participant, but for which the SEC has published a Form 1 Application or Form X-15AA-1 Application to become a national securities exchange or a national securities association, respectively, shall be permitted to appoint one primary Representative and one alternate Representative to attend regularly scheduled Operating Committee meetings in the capacity of a non-voting observer but shall not be permitted to have any Representative attend a special meeting, emergency meeting or meeting held in Executive Session of the Operating Committee. If such Person’s Form 1 Application or Form X-15AA-1 Application is withdrawn or returned for any reason, then such Person shall no longer be eligible to be represented in regularly scheduled Operating Committee meetings. The Operating Committee shall have the discretion, in limited instances, to deviate from this policy if it determines, by Majority Vote, that circumstances so warrant; provided, however, that the exercise of such discretion is reasonable and does not impose any unnecessary or inappropriate burden on competition.
Appears in 3 contracts
Samples: Limited Liability Company Agreement, Limited Liability Company Agreement, Limited Liability Company Agreement
Meetings of the Operating Committee.
(a) Meetings of the Operating Committee may be attended by each Participant’s voting Representative and its alternate voting Representative and by a maximum of two (2) nonvoting Representatives of each Participant, by members of the Advisory Committee, by the Chief Compliance Officer, by other Representatives of the Company and the Plan Processor, by Representatives of the SEC, and by such other Persons that the Operating Committee may invite to attend; provided that the Operating Committee may, where appropriate, determine to meet in an Executive Session, during which only voting members of the Operating Committee and Representatives of the SEC shall be present; provided, that the Operating Committee may invite other Representatives of the Participants, of the Company, of the Plan Processor (including the Chief Compliance Officer and the Chief Information Security Officer), or such other Persons that the Operating Committee may invite to attend, to be present during an Executive Session. Any determination of the Operating Committee to meet in an Executive Session shall be made upon a Majority Vote and shall be reflected in the minutes of the meeting. Regular meetings of the Operating Committee shall be held on a regular basis, but not less than once each calendar quarter monthly, at such times or places as shall from time to time may be determined by the Operating Committee, on not less than ten (10) days’ notice. Special meetings of the Operating Committee may be called by any of the Representatives, subject to the requirements listed under Section 3.4(b). Each Party shall use reasonable best efforts, in good faith, to cause its designated Representatives to attend each regular or special meeting of the Operating Committee. The Operating Committee and the Operator shall hold bi-monthly conference calls on the 1st and the 15th of each month (or if any such dates are not a Business Day, the immediately following Business Day) to discuss the daily drilling operations, the production reports required to be provided pursuant to Section 5.1(a) and other operational updates during regular business hours, and the Operator shall otherwise provide the Parties with full access to, and shall make its personnel available upon reasonable prior notice to discuss with the Operating Committee such matters; provided, that upon the reasonable request by any Party, the Operating Committee and Operator will hold additional conference calls not to exceed one conference call per week.
(b) Notice of two or more Participants on not less than two (2) days’ notice; provided that each Participant, collectively with all the time and place of such Participant’s Affiliated Participants, any regular meeting of the Operating Committee shall be deemed a single Participant for purposes of this sentencein accordance with the meeting schedule approved by the Operating Committee or as otherwise agreed to by the Parties. Emergency Special meetings of the Operating Committee may be called upon by any Party by providing notice to the request of two Representatives at least three (23) or more Participants and may occur as soon as practical after calling for days prior to such meeting; provided that . Special meetings of the Operating Committee to deal with emergencies may be called by a Party providing at least twelve (12) hours’ notice prior to the meeting, so long as each Participant, collectively with all Representative provides written confirmation of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes receipt of this sentencenotice or waives notice (including by attending the emergency meeting). In the case Written notice of an emergency meeting meetings of the Operating Committee, in addition including the purpose of the meeting for special (including emergency) meetings, shall be given to those Persons otherwise entitled each Representative with the notice of the meeting. Any Representative may waive notice of any meeting by the execution of a written waiver prior or subsequent to attend such meeting: (i) each Participant shall have the right to designate a reasonable number of its employees or other Representatives with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; and (ii) each Participant shall use commercially reasonable efforts to designate an employee or other Representative of such Participant with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; provided, for the avoidance of doubt, that no Person attending any such meeting solely by virtue of this sentence shall have the right to vote on any matter submitted for a vote at any such meeting. The Chair, or in his or her absence, attendance of a member of the Operating Committee designated by the Chair or by members of the Operating Committee in attendance, shall preside Representative at each meeting of the Operating Committee, and a Person in attendance designated by the Chair (or the member of the Operating Committee presiding in the Chair’s absence) shall act as Secretary to record the minutes thereof. The location of the regular and special meetings of the Operating Committee shall be fixed by the Operating Committee, provided that in general the location of meetings shall be rotated among the locations of the principal offices of the Participants. Members of the Operating Committee may be present at a meeting by conference telephone or other electronic means that enables each of them to hear and be heard by all others present at the meeting. Whenever notice of any meeting of the Operating Committee is required to be given by law or this Agreement, a written waiver, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before, at or after the time stated in such notice, shall be deemed equivalent to notice. Attendance at a meeting of the Operating Committee by a member thereof shall constitute a waiver of notice of such meeting, except when such member of the Operating Committee where a Representative attends any such a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction or voting of any business or matter because the meeting is has not been lawfully called or convened. Notice may be given by electronic mail to an electronic mail address provided in writing by a Representative, by facsimile to a facsimile number provided in writing by a Representative, by personal delivery, or by national reputable courier service such as Federal Express or United Parcel Service to an address specified in writing by a Representative.
(bc) Any Person that is not a Participant, but for which the SEC has published a Form 1 Application or Form X-15AA-1 Application to become a national securities exchange or a national securities association, respectively, shall be permitted to appoint one primary Representative and one alternate Representative to attend regularly scheduled The Operating Committee meetings in the capacity of a non-voting observer but may adopt whatever rules and procedures relating to its activities as it may deem appropriate; provided, that such rules and procedures shall not be permitted inconsistent with or violate the provisions of this Agreement; and provided, further, that such rules and regulations shall permit Representatives to have any Representative attend participate in meetings (and the representatives of the Parties to observe) by telephone, video conference or the like, or by written proxy, and such participation shall be deemed attendance for purposes of determining whether a special meeting, emergency Quorum is present.
(d) At each regular meeting or meeting held in Executive Session of the Operating Committee. If such Person’s Form 1 Application or Form X-15AA-1 Application is withdrawn or returned for any reason, then such Person the Operator shall no longer be eligible to be represented in regularly scheduled update the Operating Committee meetings. The Operating Committee shall have on the discretionoperational performance of the Assets being operated by the Operator, in limited instancesincluding by presenting relevant quality, to deviate from this policy if it determineshealth, by Majority Vote, that circumstances so warrant; provided, however, that the exercise of such discretion is reasonable safety and does not impose any unnecessary or inappropriate burden on competitionenvironmental metrics regarding operations.
Appears in 2 contracts
Samples: Interim Investors Agreement, Interim Investors Agreement (Sanchez Energy Corp)
Meetings of the Operating Committee.
(a) Meetings of the Operating Committee may be attended by each Participant’s voting Representative and its alternate voting Representative and by a maximum of two (2) nonvoting Representatives of each Participant, by members of the Advisory Committee, by the Chief Compliance Officer, by other Representatives of the Company and the Plan Processor, by Representatives of the SEC, and by such other Persons that the Operating Committee may invite to attend; provided that the Operating Committee may, where appropriate, determine to meet in an Executive Session, during which only voting members of the Operating Committee and Representatives of the SEC shall be present; provided, that the Operating Committee may invite other Representatives of the Participants, of the Company, of the Plan Processor (including the Chief Compliance Officer and the Chief Information Security Officer), or such other Persons that the Operating Committee may invite to attend, to be present during an Executive Session. Any determination of the Operating Committee to meet in an Executive Session shall be made upon a Majority Vote and shall be reflected in the minutes of the meeting. Regular meetings of the Operating Committee shall be held not less than once each calendar quarter at such times as shall from time to time be determined by the Operating Committee, on not less than ten (10) days’ notice. Special meetings of the Operating Committee may be called upon the request of two or more Participants on not less than two (2) days’ notice; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. Emergency meetings of the Operating Committee may be called upon the request of two (2) or more Participants and may occur as soon as practical after calling for such meeting; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. In the case of an emergency meeting of the Operating Committee, in addition to those Persons otherwise entitled to attend such meeting: (i) each Participant shall have the right to designate a reasonable number of its employees or other Representatives with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; and (ii) each Participant shall use commercially reasonable efforts to designate an employee or other Representative of such Participant with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; provided, for the avoidance of doubt, that no Person attending any such meeting solely by virtue of this sentence shall have the right to vote on any matter submitted for a vote at any such meeting. The Chair, or in his or her absence, a member of the Operating Committee designated by the Chair or by members of the Operating Committee in attendance, shall preside at each meeting of the Operating Committee, and a Person in attendance designated by the Chair (or the member of the Operating Committee presiding in the Chair’s absence) shall act as Secretary to record the minutes thereof. The location of the regular and special meetings of the Operating Committee shall be fixed by the Operating Committee, provided that in general the location of meetings shall be rotated among the locations of the principal offices of the Participants. Members of the Operating Committee may be present at a meeting by conference telephone or other electronic means that enables each of them to hear and be heard by all others present at the meeting. Whenever notice of any meeting of the Operating Committee is required to be given by law or this Agreement, a written waiver, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before, at or after the time stated in such notice, shall be deemed equivalent to notice. Attendance at a meeting of the Operating Committee by a member thereof shall constitute a waiver of notice of such meeting, except when such member of the Operating Committee attends any such meeting 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.
(b) Any Person that is not a Participant, but for which the SEC has published a Form 1 Application or Form X-15AA-1 Application to become a national securities exchange or a national securities association, respectively, shall be permitted to appoint one primary Representative and one alternate Representative to attend regularly scheduled Operating Committee meetings in the capacity of a non-voting observer but shall not be permitted to have any Representative attend a special meeting, emergency meeting or meeting held in Executive Session of the Operating Committee. If such Person’s Form 1 Application or Form X-15AA-1 Application is withdrawn or returned for any reason, then such Person shall no longer be eligible to be represented in regularly scheduled Operating Committee meetings. The Operating Committee shall have the discretion, in limited instances, to deviate from this policy if it determines, by Majority Vote, that circumstances so warrant; provided, however, that the exercise of such discretion is reasonable and does not impose any unnecessary or inappropriate burden on competition.and
Appears in 1 contract
Samples: Limited Liability Company Agreement
Meetings of the Operating Committee.
(a) Meetings of the Operating Committee may be attended by each Participant’s voting Representative and its alternate voting Representative and by a maximum of two (2) nonvoting Representatives of each Participant, by members of the Advisory Committee, by the Chief Compliance Officer, by other Representatives of the Company and the Plan Processor, by Representatives of the SEC, and by such other Persons that the Operating Committee may invite to attend; provided that the Operating Committee may, where appropriate, determine to meet in an Executive Session, during which only voting members of the Operating Committee and Representatives of the SEC shall be present; provided, that the Operating Committee may invite other Representatives of the Participants, of the Company, of the Plan Processor (including the Chief Compliance Officer and the Chief Information Security Officer), or the SEC, or such other Persons that the Operating Committee may invite to attend, to be present during an Executive Session. Any determination of the Operating Committee to meet in an Executive Session shall be made upon a Majority Vote and shall be reflected in the minutes of the meeting. Regular meetings of the Operating Committee shall be held not less than once each calendar quarter at such times as shall from time to time be determined by the Operating Committee, on not less than ten (10) days’ notice. Special meetings of the Operating Committee may be called upon the request of two or more Participants on not less than two (2) days’ notice; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. Emergency meetings of the Operating Committee may be called upon the request of two (2) or more Participants and may occur as soon as practical after calling for such meeting; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. In the case of an emergency meeting of the Operating Committee, in addition to those Persons otherwise entitled to attend such meeting: (i) each Participant shall have the right to designate a reasonable number of its employees or other Representatives with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; and (ii) each Participant shall use commercially reasonable efforts to designate an employee or other Representative of such Participant with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; provided, for the avoidance of doubt, that no Person attending any such meeting solely by virtue of this sentence shall have the right to vote on any matter submitted for a vote at any such meeting. The Chair, or in his or her absence, a member of the Operating Committee designated by the Chair or by members of the Operating Committee in attendance, shall preside at each meeting of the Operating Committee, and a Person in attendance designated by the Chair (or the member of the Operating Committee presiding in the Chair’s absence) shall act as Secretary to record the minutes thereof. The location of the regular and special meetings of the Operating Committee shall be fixed by the Operating Committee, provided that in general the location of meetings shall be rotated among the locations of the principal offices of the Participants. Members of the Operating Committee may be present at a meeting by conference telephone or other electronic means that enables each of them to hear and be heard by all others present at the meeting. Whenever notice of any meeting of the Operating Committee is required to be given by law or this Agreement, a written waiver, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before, at or after the time stated in such notice, shall be deemed equivalent to notice. Attendance at a meeting of the Operating Committee by a member thereof shall constitute a waiver of notice of such meeting, except when such member of the Operating Committee attends any such meeting 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.
(b) Any Person that is not a Participant, but for which the SEC has published a Form 1 Application or Form X-15AA-1 Application to become a national securities exchange or a national securities association, respectively, shall be permitted to appoint one primary Representative and one alternate Representative to attend regularly scheduled Operating Committee meetings in the capacity of a non-voting observer but shall not be permitted to have any Representative attend a special meeting, emergency meeting or meeting held in Executive Session of the Operating Committee. If such Person’s Form 1 Application or Form X-15AA-1 Application is withdrawn or returned for any reason, then such Person shall no longer be eligible to be represented in regularly scheduled Operating Committee meetings. The Operating Committee shall have the discretion, in limited instances, to deviate from this policy if it determines, by Majority Vote, that circumstances so warrant; provided, however, that the exercise of such discretion is reasonable and does not impose any unnecessary or inappropriate burden on competition.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Meetings of the Operating Committee.
(a) Meetings of the Operating Committee may be attended by each Participant’s voting Representative and its alternate voting Representative and by a maximum of two (2) nonvoting Representatives of each Participant, by members of the Advisory Committee, by the Chief Compliance Officer, by other Representatives of the Company and the Plan Processor, by Representatives of the SEC, and by such other Persons that the Operating Committee may invite to attend; provided that the Operating Committee may, where appropriate, determine to meet in an Executive Session, during which only voting members of the Operating Committee and Representatives of the SEC shall be present; provided, that the Operating Committee may invite other Representatives of the Participants, of the Company, of the Plan Processor (including the Chief Compliance Officer and the Chief Information Security Officer), [or the SEC,] or such other Persons that the Operating Committee may invite to attend, to be present during an Executive Session. Any determination of the Operating Committee to meet in an Executive Session shall be made upon a Majority Vote and shall be reflected in the minutes of the meeting. Regular meetings of the Operating Committee shall be held not less than once each calendar quarter at such times as shall from time to time be determined by the Operating Committee, on not less than ten (10) days’ notice. Special meetings of the Operating Committee may be called upon the request of two or more Participants on not less than two (2) days’ notice; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. Emergency meetings of the Operating Committee may be called upon the request of two (2) or more Participants and may occur as soon as practical after calling for such meeting; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. In the case of an emergency meeting of the Operating Committee, in addition to those Persons otherwise entitled to attend such meeting: (i) each Participant shall have the right to designate a reasonable number of its employees or other Representatives with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; and (ii) each Participant shall use commercially reasonable efforts to designate an employee or other Representative of such Participant with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; provided, for the avoidance of doubt, that no Person attending any such meeting solely by virtue of this sentence shall have the right to vote on any matter submitted for a vote at any such meeting. The Chair, or in his or her absence, a member of the Operating Committee designated by the Chair or by members of the Operating Committee in attendance, shall preside at each meeting of the Operating Committee, and a Person in attendance designated by the Chair (or the member of the Operating Committee presiding in the Chair’s absence) shall act as Secretary to record the minutes thereof. The location of the regular and special meetings of the Operating Committee shall be fixed by the Operating Committee, provided that in general the location of meetings shall be rotated among the locations of the principal offices of the Participants. Members of the Operating Committee may be present at a meeting by conference telephone or other electronic means that enables each of them to hear and be heard by all others present at the meeting. Whenever notice of any meeting of the Operating Committee is required to be given by law or this Agreement, a written waiver, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before, at or after the time stated in such notice, shall be deemed equivalent to notice. Attendance at a meeting of the Operating Committee by a member thereof shall constitute a waiver of notice of such meeting, except when such member of the Operating Committee attends any such meeting 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.
(b) Any Person that is not a Participant, but for which the SEC has published a Form 1 Application or Form X-15AA-1 Application to become a national securities exchange or a national securities association, respectively, shall be permitted to appoint one primary Representative and one alternate Representative to attend regularly scheduled Operating Committee meetings in the capacity of a non-voting observer but shall not be permitted to have any Representative attend a special meeting, emergency meeting or meeting held in Executive Session of the Operating Committee. If such Person’s Form 1 Application or Form X-15AA-1 Application is withdrawn or returned for any reason, then such Person shall no longer be eligible to be represented in regularly scheduled Operating Committee meetings. The Operating Committee shall have the discretion, in limited instances, to deviate from this policy if it determines, by Majority Vote, that circumstances so warrant; provided, however, that the exercise of such discretion is reasonable and does not impose any unnecessary or inappropriate burden on competition.
Appears in 1 contract
Samples: Limited Liability Company Agreement
Meetings of the Operating Committee.
(a) Meetings of the Operating Committee may be attended by each Participant’s voting Representative and its alternate voting Representative and by a maximum of two (2) nonvoting Representatives of each Participant, by members of the Advisory Committee, by the Chief Compliance Officer, by other Representatives of the Company and the Plan Processor, by Representatives of the SEC, and by such other Persons that the Operating Committee may invite to attend; provided that the Operating Committee may, where appropriate, determine to meet in an Executive Session, during which only voting members of the Operating Committee and Representatives of the SEC shall be present; provided, that the Operating Committee may invite other Representatives of the Participants, of the Company, of the Plan Processor (including the Chief Compliance Officer and the Chief Information Security Officer), or the SEC, or such other Persons that the Operating Committee may invite to attend, to be present during an Executive Session. Any determination of the Operating Committee to meet in an Executive Session shall be made upon a Majority Vote and shall be reflected in the minutes of the meeting. Regular meetings of the Operating Committee shall be held not less than once each calendar quarter at such times as shall from time to time be determined by the Operating Committee, on not less than ten (10) days’ notice. Special meetings of the Operating Committee may be called upon the request of two or more Participants on not less than two (2) days’ notice; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. Emergency meetings of the Operating Committee may be called upon the request of two (2) or more Participants and may occur as soon as practical after calling for such meeting; provided that each Participant, collectively with all of such Participant’s Affiliated Participants, shall be deemed a single Participant for purposes of this sentence. In the case of an emergency meeting of the Operating Committee, in addition to those Persons otherwise entitled to attend such meeting: (i) each Participant shall have the right to designate a reasonable number of its employees or other Representatives with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; and (ii) each Participant shall use commercially reasonable efforts to designate an employee or other Representative of such Participant with substantial knowledge or expertise relevant to the subject matter of such meeting to attend such meeting; provided, for the avoidance of doubt, that no Person attending any such meeting solely by virtue of this sentence shall have the right to vote on any matter submitted for a vote at any such meeting. The Chair, or in his or her absence, a member of the Operating Committee designated by the Chair or by members of the Operating Committee in attendance, shall preside at each meeting of the Operating Committee, and a Person in attendance designated by the Chair (or the member of the Operating Committee presiding in the Chair’s absence) shall act as Secretary to record the minutes thereof. The location of the regular and special meetings of the Operating Committee shall be fixed by the Operating Committee, provided that in general the location of meetings shall be rotated among the locations of the principal offices of the Participants. Members of the Operating Committee may be present at a meeting by conference telephone or other electronic means that enables each of them to hear and be heard by all others present at the meeting. Whenever notice of any meeting of the Operating Committee is required to be given by law or this Agreement, a written waiver, signed by the Person entitled to notice, or a waiver by electronic transmission by the Person entitled to notice, whether before, at or after the time stated in such notice, shall be deemed equivalent to notice. Attendance at a meeting of the Operating Committee by a member thereof shall constitute a waiver of notice of such meeting, except when such member of the Operating Committee attends any such meeting 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.
(b) Any Person that is not a Participant, but for which the SEC has published a Form 1 Application or Form X-15AA-1 Application to become a national securities exchange or a national securities association, respectively, shall be permitted to appoint one primary Representative and one alternate Representative to attend regularly scheduled Operating Committee meetings in the capacity of a non-voting observer but shall not be permitted to have any Representative attend a special meeting, emergency meeting or meeting held in Executive Session of the Operating Committee. If such Person’s Form 1 Application or Form X-15AA-1 Application is withdrawn or returned for any reason, then such Person shall no longer be eligible to be represented in regularly scheduled Operating Committee meetings. The Operating Committee shall have the discretion, in limited instances, to deviate from this policy if it determines, by Majority Vote, that circumstances so warrant; provided, however, that the exercise of such discretion is reasonable and does not impose any unnecessary or inappropriate burden on competition.
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Samples: Limited Liability Company Agreement
