Meetings; Voting. The ASC shall meet in connection with each Milestone Achievement Date and as needed to determine whether the related Milestone has been achieved, but in any event no fewer than [**] times per year, at the place and in the manner determined jointly by the Team Leaders. All decisions of the ASC shall be made by the affirmative vote of the members appointed by the Company (who shall each be entitled to cast one vote) and the members appointed by CFFTI (who shall each be entitled to cast one vote), and the ASC may act so long as at least two members appointed by the Company and two members appointed by CFFTI are present at a meeting or execute a written consent, in lieu thereof. Decisions of the ASC are binding on the Parties and may be made at (i) a regularly scheduled meeting (including via teleconference or video conference) or (ii) at a special meeting called by the Team Leaders or (iii) by written consent of at least two members appointed by the Company and two members appointed by CFFTI. Persons other than members of the ASC may be present at meetings of the ASC (and their expenses shall be borne by the Party requesting such Person's presence) if [************************] or the ASC determines that it is necessary or appropriate and, if requested by either Party, provided such Person or Persons agree to execute appropriate confidentiality agreements in a form agreed upon by the Parties prior to attendance at such meeting.
Meetings; Voting. The Operating Committee shall meet not less than [*] per Calendar Quarter during the first Contract Year and not less than [*] per Contract Year Quarter thereafter during the Co-Promotion Period, with meetings alternating between the offices of Salix and Altana. A representative of Salix shall chair the Operating Committee. Decisions of the Operating Committee shall require the affirmative vote of a [*].
Meetings; Voting. The Members may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Members may be held without notice at such time and at such place as shall from time to time be determined by the Members. Special meetings of the Members may be called by a Member on not less than one day’s notice to each Member by telephone, facsimile, mail, telegram, email or any other means of communication, and special meetings shall be called by a Member in like manner and with like notice upon the written request of any one or more of the Members. Except as otherwise provided by the Certificate of Formation, this Agreement or the Act, all actions by the Members will require the unanimous approval of the Members. Any action required or to be taken at any meeting of the Members may be taken without a meeting if all Members consent thereto in writing (including, without limitation, be email), and the writing or writings are filed with the minutes of proceedings of the Members.
Meetings; Voting. (a) Meetings of the Members may be called for any proper purpose at any time by the Board or either of the Members.
(b) Each Member shall have under this Agreement on all matters submitted to the Members for a vote and in any Member meeting for each CHF 1’000 held one vote (i.e. with a quota of CHF 799’000 this equals 799 votes); the Limited Member shall have for each CHF 1’000 held one votes (i.e. with a quota of CHF 2’000 this equals 2 votes for use only where it is permitted to vote pursuant to Section 3.3 and 8.7 hereof), but shall have no other voting rights hereunder. The Limited Member shall be permitted to vote and to cast its vote only in accordance with the Escrow Agreement.
(c) Except with respect to those matters for which policies and procedures have been established herein, all matters concerning the rights and obligations of Members hereunder shall be determined by a vote of the Members and, only if permitted to vote pursuant to Section 3.3 and Section 8.7 hereof, the Limited Member.
Meetings; Voting. The Board shall meet at least once every calendar quarter. Quorum for all Board meetings shall be two Managers; provided, however, that no meeting of the Board shall be considered to be validly held until and unless at least one (1) INVO Manager and one (1) HRCFG Manager are present. Meetings of the Board may be held at such place or places or virtually as shall be determined from time to time by resolution of the Board. At all meetings of the Board, business shall be transacted in such order as shall from time to time be determined by resolution of the Board. All Board meetings shall be chaired by a Manager appointed by the Board. All decisions of the Board shall be taken by majority vote, subject to the following. The Managers present at the meeting, in the aggregate, will have a vote equal to the ownership percentage of the Member (and such Members’ permitted transferees) who appointed such Manager as of the date of the vote (divided equally among such Managers present at the meeting). Subject to the relevant provisions of the Act, any action permitted or required to be taken at a meeting of the Board may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing setting forth the action so taken are signed by the Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. The Board may allow non-voting third party participation in Board meetings; provided, however, that INVO and HRCFG each shall have the right to invite one such non-voting third party to Board meetings by providing advance written notice to all Managers of its intention to do so.
Meetings; Voting. An annual meeting of the Member, to discuss such matters as the Member may decide, shall be held at such time, date and place that the Member determines. Special meetings of the Member for any proper purpose or purposes may be called at any time by the Member.
Meetings; Voting. (a) Following the delivery of an Enforcement Notice in respect of the Shared Collateral, upon the request of any Secured Party, the parties shall schedule a meeting of all Secured Parties to be held at a location in any of New York, New York, Boston, Massachusetts or Chicago, Illinois, such location to be agreed upon between the Secured Parties, and any Secured Party may participate via telephone. Without limiting Section 3.01(a), at such meeting the Secured Parties shall consult with one another in an attempt to determine a mutually acceptable course of conduct regarding the Companies, the collection of the Outstanding Obligations and the exercise of rights and remedies under the Pledge Agreements.
(b) In the event that it is necessary to take any Voting Action in respect of the Shared Collateral, the Administrative Agent or the Indenture Trustee, as applicable, shall (i) notify each Credit Agreement Party and Senior Note Creditor entitled to participate in such proposed Voting Action, (ii) collect instructions from such Credit Agreement Parties and Senior Note Creditors regarding such Voting Action and (iii) notify all Credit Agreement Parties and Senior Note Creditors of the results of such Voting Action.
Meetings; Voting. The Steering Committee shall meet at such times as determined by the Parties but not less than once per calendar quarter at locations designated on an alternate basis by the Parties. Each Party shall bear its own costs associated with the attendance of its appointees at the meetings. MLNM shall designate one of its appointees as the Chair of the Steering Committee. The committee shall operate by consensus with each Party having one (1) vote on the Steering Committee.
Meetings; Voting. The Co-Promotion and Marketing Committee shall meet at such times as determined by the Parties but not less than once per calendar quarter at locations designated alternately by each Party. Each Party shall bear its own costs associated with the attendance of its appointees at the meetings. Each Party shall designate one of its appointees to act as a liaison with the global commercialization team, i.e. the GCT as defined and established pursuant to the Collaboration and Licensing Agreement. The committee shall operate by consensus with each Party having one (1) vote on the Co-Promotion and Marketing Committee. Any disagreement of the committee shall be referred to the Steering Committee for attempted resolution.
Meetings; Voting. Acts of Holders 34 SECTION 6.1. Notice of Meetings. 34 SECTION 6.2. Meetings of Holders of the Preferred Securities. 34 SECTION 6.3. Voting Rights. 35 SECTION 6.4. Proxies, Etc. 35 SECTION 6.5. Holder Action by Written Consent. 35 SECTION 6.6. Record Date for Voting and Other Purposes. 35 SECTION 6.7. Acts of Holders. 35 SECTION 6.8. Inspection of Records. 36 SECTION 6.9. Limitations on Voting Rights. 36 SECTION 6.10. Acceleration of Maturity; Rescission of Annulment; Waivers of Past Defaults. 37 ARTICLE VII. Representations and Warranties 39 SECTION 7.1. Representations and Warranties of the Property Trustee and the Delaware Trustee. 39 SECTION 7.2. Representations and Warranties of Depositor. 41 ARTICLE VIII. The Trustees 42 SECTION 8.1. Number of Trustees. 42 SECTION 8.2. Property Trustee Required. 42 SECTION 8.3. Delaware Trustee Required. 42 SECTION 8.4. Appointment of Administrative Trustees. 43 SECTION 8.5. Duties and Responsibilities of the Trustees. 43 SECTION 8.6. Notices of Defaults and Extensions. 45 SECTION 8.7. Certain Rights of Property Trustee. 45 SECTION 8.8. Delegation of Power. 47 SECTION 8.9. May Hold Securities. 47 SECTION 8.10. Compensation; Reimbursement; Indemnity. 48 SECTION 8.11. Resignation and Removal; Appointment of Successor. 49 SECTION 8.12. Acceptance of Appointment by Successor. 50 SECTION 8.13. Merger, Conversion, Consolidation or Succession to Business. 50 SECTION 8.14. Not Responsible for Recitals or Issuance of Securities. 51 SECTION 8.15. Property Trustee May File Proofs of Claim. 51 SECTION 8.16. Reports to and from the Property Trustee. 52 ARTICLE IX. Termination, Liquidation and Merger 52 SECTION 9.1. Dissolution Upon Expiration Date. 52 SECTION 9.2. Early Termination. 52 SECTION 9.3. Termination. 53 SECTION 9.4. Liquidation. 53 SECTION 9.5. Mergers, Consolidations, Amalgamations or Replacements of Trust. 54
