Member Action Without a Meeting. On any matter that is to be voted on, consented to or approved by Members, the Members may take such action without a meeting, without prior notice and without a vote, if a written consent, 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 authorize or take such action at a meeting at which all Members entitled to vote thereon were present and voted.
Member Action Without a Meeting. If consented to by the Board of Directors in writing (which consent shall not be required with respect to any action to be taken solely by the Class G Members), any action that may be taken at a meeting of the Members entitled to vote may be taken without a meeting, without a vote and without prior notice, if a consent or consents in writing setting forth the action so taken are signed by Members owning not less than the minimum percentage of the outstanding Shares (including Shares owned by the KKR Members) that would be necessary to authorize or take such action at a meeting at which all the Members entitled to vote were present and voted.
Member Action Without a Meeting. For so long as the Trust remains the sole holder of Trust Interests, the Trust shall take any action required or permitted to be taken at any meeting of Members, by executing a written consent that shall reflect the vote of the holders of Trust Shares as required by the terms of the Trust Agreement, without such meeting, without prior notice, and without a vote. Proxy materials completed by the holders of Trust Shares evidencing the result of a vote taken at a meeting of the holders of Trust Shares with at least the minimum number of votes required to constitute an affirmative vote of the holders of Trust Shares under the Trust Agreement shall be delivered to the Company indicating the vote or action being approved or disapproved by such holders with respect to those matters reserved to the Trust Members of the Company by this Agreement. If the Trust is not the sole owner of the Trust Interests, Members shall take any action required or permitted only at a meeting of Members duly called and noticed, and shall not be entitled to take any action by written consent.
Member Action Without a Meeting. For so long as the Trust remains the sole Member of the Company, the Trust shall take any action required or permitted to be taken at any meeting of Members, by executing a written consent that shall reflect the vote of the holders of Trust Stock as required by the terms of the Trust Agreement, without such meeting, without prior notice, and without a vote. Upon request by the Company, proxy materials completed by the holders of Trust Stock with at least the minimum number of votes required to constitute an affirmative vote of the holders of Trust Stock under the Trust Agreement shall be delivered to the Company indicating the vote or action being approved or disapproved by such holders with respect to those matters reserved to the Members of the Company by this Amended Agreement. If the Trust is not the sole owner of the LLC Interests, Members of the Company shall take any action required or permitted only at a meeting of Members duly called and noticed.
Member Action Without a Meeting. Except as otherwise provided by law or by the Certificate of Formation, any action required to be taken at any meeting of Members of the Company, or any action that may be taken at any annual or special meeting of such Members, 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, shall be signed by the holders of Membership Interest having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Membership Interests entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those Members who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of the holders to take the action were delivered to the Company.
Member Action Without a Meeting. (a) Any action required or permitted by Applicable Law, the Certificate, or this Agreement to be taken at a meeting of Members of the Company can be taken without a meeting, without advance notice, and without a vote, if a written consent to the action is signed and dated, either in writing or by Electronic Transmission, by Members holding at least the percentage of Units that would be required to approve such action if submitted to a vote at a meeting of Members entitled to vote at which all Members were in attendance.
(b) For the Member action to be effective, written consents representing the requisite vote must be delivered to the Company within sixty (60) days after the earliest dated written consent. The Members need not sign the same written consent, but may execute a written consent in any number of counterparts. The delivery to the Company within the 60-day period of a written consent via Electronic Transmission that appears to have been signed, dated, and transmitted by a Member or the Member’s duly appointed proxy or attorney-in-fact will be sufficient and effective so long as the manually signed copy of the written consent is delivered to the Company (as provided above) promptly thereafter. A Member’s execution of a written consent is irrevocable, and a Member cannot later reject or revoke a written consent that has been signed, dated, and delivered in the manner provided above. Within ten (10) days after obtaining the authorization of its Members to undertake any Company action by written consent, the Company shall notify those Members who did not consent in writing to the action, or who were not entitled to vote on the action taken by written consent, of the action that was taken by written consent; provided that the Company’s failure to timely provide notice will not affect the validity of the consent. The notice must fairly summarize the material features of the authorized action.
Member Action Without a Meeting. (a) Except as otherwise provided by law, this Agreement or the Certificate, any action required to be taken at any meeting of Members, or any action that may be taken at any annual or special meeting of such Members, 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, shall be signed by the Members holding LLC Interests having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Members were present and voted and shall be delivered to the Company by delivery to its registered office in the State of Delaware, its principal place of business or an officer or agent of the Company having custody of the book or books in which meetings of Members are recorded; provided, however, that delivery made to the Company's registered office in the State of Delaware shall be by hand or by certified mail, return receipt requested. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to those Members who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed, by a sufficient number of the Members to take the action, were delivered to the Company.
(b) A telegram, cablegram or other electronic transmission consenting to an action to be taken and transmitted by a Member or proxyholder, or by a Person or Persons authorized to act for a Member or proxyholder, shall be deemed to be written, signed and dated for the purposes of this Agreement, provided that any such telegram, cablegram or other electronic transmission sets forth or is delivered with information from which the Company can determine (i) that the telegram, cablegram or other electronic transmission was transmitted by the Member or proxyholder or by a Person or Persons authorized to act for the Member or proxyholder and (ii) the date on which such Member or proxyholder or authorized Person or Persons transmitted such telegram, cablegram or electronic transmission. Any consent by means of telegram, cablegram or other electronic transmission shall be deemed to have been signed on the date on which such telegram, cablegram or electronic transmission was transmitted. No consent given by telegram, cablegram or other electronic transmission shall b...
Member Action Without a Meeting. Any action required or permitted by statute, this Agreement, or the Articles of Organization, to be taken at any annual or special meeting of the Members, may be taken without a meeting, without prior notice and without a vote, if a written consent in lieu of a meeting, setting forth the action so taken, shall be signed by all the Members entitled to vote thereon. Any such written consent may be executed in counterparts, with all counterparts together constituting the executed original written consent. Any such duly executed written consents shall be filed with the records of the Company, and shall be effective as of the effective date specified therein.
