Common use of Meetings of the Xxxxx Family Committee Clause in Contracts

Meetings of the Xxxxx Family Committee. 4.1. A meeting of the Xxxxx Family Committee may be called by the Xxxxx Approval prior to the Transition Time and, thereafter, by any two Members, in each case by giving notice thereof to the other Members in accordance with the provisions of this Section 4. 4.2. Notice of any meeting of the Xxxxx Family Committee shall be deemed to be duly given to a Member (i) if mailed to such Member at least 10 days before the day on which such meeting is to be held, or (ii) if sent to such Member by facsimile or electronic mail not later than three days before the day on which such meeting is to be held, or (iii) if delivered to the Member personally or orally, by telephone or otherwise, not later than two days before the day on which such meeting is to be held. Notice of any meeting of the Xxxxx Family Committee need not be given to any Member if waived by the Member in writing, whether before or after the holding of such meeting, or if such Member is present at such meeting. Any meeting of the Xxxxx Family Committee shall be a legal meeting without any notice thereof having been given if each Member then in office either is present at such meeting or has waived notice of such meeting. Notices of any meeting of the Xxxxx Family Committee also shall be given to Xxxxx X. Xxxxx. 4.3. At all meetings of the Xxxxx Family Committee, the presence of a majority of the Xxxxx Family Committee, whether in person or by proxy (granted in accordance with Section 4.4), shall constitute a quorum for the transaction of business. Except as otherwise expressly provided for in this Agreement, any act of the Xxxxx Family Committee shall be taken by Majority Vote. 4.4. A Member may authorize (a) such Member’s spouse or any Adult child of such Member, in each case if such Member is a descendant of Xxxxxxx X. Xxxxx, (b) any Current Trustee, (c) any other Member or (d) any other person approved by the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of such Member), to act for him or her (including to attend and vote at a meeting of the Xxxxx Family Committee or to consent or dissent to an action of the Xxxxx Family Committee without a meeting) by proxy. Every such proxy must be in writing and signed by the Member. Every such proxy shall be revocable at the pleasure of the Member executing it. 4.5. A majority of the Members present, whether or not a quorum is present, may adjourn any meeting of the Xxxxx Family Committee to another time or place. No notice need be given of any adjournment meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 4.2 above shall be given to each Member. 4.6. Any action required or permitted to be taken at any meeting of the Xxxxx Family Committee may be taken without a meeting if consented thereto in writing by Members with the sufficient number of votes to constitute the approval required for such action, and such writing or writings are filed with the minutes of proceedings of the Xxxxx Family Committee; provided that prior to the Transition Time prior notice of any action to be taken by written consent is provided to Xxxxxxx X.

Appears in 2 contracts

Samples: Class B Stockholders’ Agreement, Class B Stockholders’ Agreement (Dolan Charles F)

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Meetings of the Xxxxx Family Committee. 4.1. A meeting of the Xxxxx Family Committee may be called by the Xxxxx Approval Approval, prior to the Transition Time Time, and, thereafter, by any two Members, in each case by giving notice thereof to the other Members in accordance with the provisions of this Section 4. 4.2. Notice of any meeting of the Xxxxx Family Committee shall be deemed to be duly given to a Member (i) if mailed to such Member at least 10 days before the day on which such meeting is to be held, or (ii) if sent to such Member by facsimile or electronic mail not later than three days before the day on which such meeting is to be held, or (iii) if delivered to the Member personally or orally, by telephone or otherwise, not later than two days before the day on which such meeting is to be held. Notice of any meeting of the Xxxxx Family Committee need not be given to any Member if waived by the Member in writing, whether before or after the holding of such meeting, or if such Member is present at such meeting. Any meeting of the Xxxxx Family Committee shall be a legal meeting without any notice thereof having been given if each Member then in office either is present at such meeting or has waived notice of such meeting. Notices of any meeting of the Xxxxx Family Committee also shall be given to Xxxxx X. Xxxxx. 4.3. At all meetings of the Xxxxx Family Committee, the presence of a majority of the Xxxxx Family Committee, whether in person or by proxy (granted in accordance with Section 4.4), shall constitute a quorum for the transaction of business. Except as otherwise expressly provided for in this Agreement, any act of the Xxxxx Family Committee shall be taken by Majority Vote. 4.4. A Member may authorize (a) such Member’s spouse or any Adult child of such Member, in each case if such Member is a descendant of Xxxxxxx X. Xxxxx, (b) any Current Trustee, (c) any other Member or (d) any other person approved by the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of such Member), to act for him or her (including to attend and vote at a meeting of the Xxxxx Family Committee or to consent or dissent to an action of the Xxxxx Family Committee without a meeting) by proxy. Every such proxy must be in writing and signed by the Member. Every such proxy shall be revocable at the pleasure of the Member executing it. 4.5. A majority of the Members present, whether or not a quorum is present, may adjourn any meeting of the Xxxxx Family Committee to another time or place. No notice need be given of any adjournment meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 4.2 above shall be given to each Member. 4.6. Any action required or permitted to be taken at any meeting of the Xxxxx Family Committee may be taken without a meeting if consented thereto in writing by Members with the sufficient number of votes to constitute the approval required for such action, and such writing or writings are filed with the minutes of proceedings of the Xxxxx Family Committee; provided that prior . 4.7. To the extent consistent with the provisions of this Agreement, the Xxxxx Family Committee may adopt rules and regulations for the conduct of meetings of the Xxxxx Family Committee. 4.8. Members may participate in a meeting of the Xxxxx Family Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. 4.9. Notice shall be sent to all Members and Class B Stockholders, to the Transition Time prior addresses set forth in Schedule C (or to such other address as the party entitled to such notice shall hereafter designate), of any action taken pursuant to be a vote of the Xxxxx Family Committee, whether such action is taken at a meeting or by action by written consent is provided to Xxxxxxx X.consent.

Appears in 2 contracts

Samples: Class B Stockholders’ Agreement (Madison Square Garden, Inc.), Class B Stockholders’ Agreement (Cablevision Systems Corp /Ny)

Meetings of the Xxxxx Family Committee. 4.1. A meeting of the Xxxxx Family Committee may be called by the Xxxxx Approval Approval, prior to the Transition Time Time, and, thereafter, by any two Members, in each case by giving notice thereof to the other Members in accordance with the provisions of this Section 4. 4.2. Notice of any meeting of the Xxxxx Family Committee shall be deemed to be duly given to a Member (i) if mailed to such Member at least 10 days before the day on which such meeting is to be held, or (ii) if sent to such Member by facsimile or electronic mail not later than three days before the day on which such meeting is to be held, or (iii) if delivered to the Member personally or orally, by telephone or otherwise, not later than two days before the day on which such meeting is to be held. Notice of any meeting of the Xxxxx Family Committee need not be given to any Member if waived by the Member in writing, whether before or after the holding of such meeting, or if such Member is present at such meeting. Any meeting of the Xxxxx Family Committee shall be a legal meeting without any notice thereof having been given if each Member then in office either is present at such meeting or has waived notice of such meeting. Notices of any meeting of the Xxxxx Family Committee also shall be given to Xxxxx X. Xxxxx. 4.3. At all meetings of the Xxxxx Family Committee, the presence of a majority of the Xxxxx Family Committee, whether in person or by proxy (granted in accordance with Section 4.4), shall constitute a quorum for the transaction of business. Except as otherwise expressly provided for in this Agreement, any act of the Xxxxx Family Committee shall be taken by Majority Vote. 4.4. A Member may authorize (a) such Member’s spouse or any Adult child of such Member, in each case if such Member is a descendant of Xxxxxxx X. Xxxxx, (b) any Current Trustee, (c) any other Member or (d) any other person approved by the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of such Member), to act for him or her (including to attend and vote at a meeting of the Xxxxx Family Committee or to consent or dissent to an action of the Xxxxx Family Committee without a meeting) by proxy. Every such proxy must be in writing and signed by the Member. Every such proxy shall be revocable at the pleasure of the Member executing it. 4.5. A majority of the Members present, whether or not a quorum is present, may adjourn any meeting of the Xxxxx Family Committee to another time or place. No notice need be given of any adjournment meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 4.2 above shall be given to each Member. 4.6. Any action required or permitted to be taken at any meeting of the Xxxxx Family Committee may be taken without a meeting if consented thereto in writing by Members with the sufficient number of votes to constitute the approval required for such action, and such writing or writings are filed with the minutes of proceedings of the Xxxxx Family Committee; provided that prior . 4.7. To the extent consistent with the provisions of this Agreement, the Xxxxx Family Committee may adopt rules and regulations for the conduct of meetings of the Xxxxx Family Committee. 4.8. Members may participate in a meeting of the Xxxxx Family Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. 4.9. Notice shall be sent to all Members and Class B Stockholders, to the Transition Time prior addresses set forth in Schedule B(or to such other address as the party entitled to such notice shall hereafter designate), of any action taken pursuant to be a vote of the Xxxxx Family Committee, whether such action is taken at a meeting or by action by written consent is provided to Xxxxxxx X.consent.

Appears in 1 contract

Samples: Class B Stockholders’ Agreement (Cablevision Systems Corp /Ny)

Meetings of the Xxxxx Family Committee. 4.1. A meeting of the Xxxxx Family Committee may be called by the Xxxxx Approval Approval, prior to the Transition Time Time, and, thereafter, by any two Members, in each case by giving notice thereof to the other Members in accordance with the provisions of this Section 4. 4.2. Notice of any meeting of the Xxxxx Family Committee shall be deemed to be duly given to a Member (i) if mailed to such Member at least 10 days before the day on which such meeting is to be held, or (ii) if sent to such Member by facsimile or electronic mail not later than three days before the day on which such meeting is to be held, or (iii) if delivered to the Member personally or orally, by telephone or otherwise, not later than two days before the day on which such meeting is to be held. Notice of any meeting of the Xxxxx Family Committee need not be given to any Member if waived by the Member in writing, whether before or after the holding of such meeting, or if such Member is present at such meeting. Any meeting of the Xxxxx Family Committee shall be a legal meeting without any notice thereof having been given if each Member then in office either is present at such meeting or has waived notice of such meeting. Notices of any meeting of the Xxxxx Family Committee also shall be given to Xxxxx X. Xxxxx. 4.3. At all meetings of the Xxxxx Family Committee, the presence of a majority of the Xxxxx Family Committee, whether in person or by proxy (granted in accordance with Section 4.4), shall constitute a quorum for the transaction of business. Except as otherwise expressly provided for in this Agreement, any act of the Xxxxx Family Committee shall be taken by Majority Vote. 4.4. A Member may authorize (a) such Member’s spouse or any Adult child of such Member, in each case if such Member is a descendant of Xxxxxxx X. Xxxxx, (b) any Current Trustee, (c) any other Member or (d) any other person approved by the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of such Member), to act for him or her (including to attend and vote at a meeting of the Xxxxx Family Committee or to consent or dissent to an action of the Xxxxx Family Committee without a meeting) by proxy. Every such proxy must be in writing and signed by the Member. Every such proxy shall be revocable at the pleasure of the Member executing it. 4.5. A majority of the Members present, whether or not a quorum is present, may adjourn any meeting of the Xxxxx Family Committee to another time or place. No notice need be given of any adjournment meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 4.2 above shall be given to each Member. 4.6. Any action required or permitted to be taken at any meeting of the Xxxxx Family Committee may be taken without a meeting if consented thereto in writing by Members with the sufficient number of votes to constitute the approval required for such action, and such writing or writings are filed with the minutes of proceedings of the Xxxxx Family Committee; provided that prior . 4.7. To the extent consistent with the provisions of this Agreement, the Xxxxx Family Committee may adopt rules and regulations for the conduct of meetings of the Xxxxx Family Committee. 4.8. Members may participate in a meeting of the Xxxxx Family Committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. 4.9. Notice shall be sent to all Members and Class B Stockholders, to the Transition Time prior addresses set forth in Schedule B (or to such other address as the party entitled to such notice shall hereafter designate), of any action taken pursuant to be a vote of the Xxxxx Family Committee, whether such action is taken at a meeting or by action by written consent is provided to Xxxxxxx X.consent.

Appears in 1 contract

Samples: Class B Stockholders’ Agreement (AMC Networks Inc.)

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Meetings of the Xxxxx Family Committee. 4.1. A meeting of the Xxxxx Family Committee may be called by the Xxxxx Approval prior to the Transition Time and, thereafter, by any two Members, in each case by giving notice thereof to the other Members in accordance with the provisions of this Section 4. 4.2. Notice of any meeting of the Xxxxx Family Committee shall be deemed to be duly given to a Member (i) if mailed to such Member at least 10 days before the day on which such meeting is to be held, or (ii) if sent to such Member by facsimile or electronic mail not later than three days before the day on which such meeting is to be held, or (iii) if delivered to the Member personally or orally, by telephone or otherwise, not later than two days before the day on which such meeting is to be held. Notice of any meeting of the Xxxxx Family Committee need not be given to any Member if waived by the Member in writing, whether before or after the holding of such meeting, or if such Member is present at such meeting. Any meeting of the Xxxxx Family Committee shall be a legal meeting without any notice thereof having been given if each Member then in office either is present at such meeting or has waived notice of such meeting. Notices of any meeting of the Xxxxx Family Committee also shall be given to Xxxxx X. Xxxxx. 4.3. At all meetings of the Xxxxx Family Committee, the presence of a majority of the Xxxxx Family Committee, whether in person or by proxy (granted in accordance with Section 4.4), shall constitute a quorum for the transaction of business. Except as otherwise expressly provided for in this Agreement, any act of the Xxxxx Family Committee shall be taken by Majority Vote. 4.4. A Member may authorize (a) such Member’s spouse or any Adult child of such Member, in each case if such Member is a descendant of Xxxxxxx X. Xxxxx, (b) any Current Trustee, (c) any other Member or (d) any other person approved by the Xxxxx Family Committee, acting by Majority Vote (excluding the vote of such Member), to act for him or her (including to attend and vote at a meeting of the Xxxxx Family Committee or to consent or dissent to an action of the Xxxxx Family Committee without a meeting) by proxy. Every such proxy must be in writing and signed by the Member. Every such proxy shall be revocable at the pleasure of the Member executing it. 4.5. A majority of the Members present, whether or not a quorum is present, may adjourn any meeting of the Xxxxx Family Committee to another time or place. No notice need be given of any adjournment meeting unless the time and place of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 4.2 above shall be given to each Member. 4.6. Any action required or permitted to be taken at any meeting of the Xxxxx Family Committee may be taken without a meeting if consented thereto in writing by Members with the sufficient number of votes to constitute the approval required for such action, and such writing or writings are filed with the minutes of proceedings of the Xxxxx Family Committee; provided that prior to the Transition Time prior notice of any action to be taken by written consent is provided to Xxxxxxx X.X. Xxxxx. 4.7. To the extent consistent with the provisions of this Agreement, the Xxxxx Family Committee may adopt rules and regulations for the conduct of meetings of the Xxxxx Family Committee.

Appears in 1 contract

Samples: Class B Stockholders’ Agreement (Dolan Charles F)

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