Common use of Member Rights; Meetings Clause in Contracts

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunder. (c) Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the BoardManager, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest of the Member(s) entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunderaction. (c) Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board Manager shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board Manager or the Member(s) holding a Majority in Interest. The Company LLC shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two four (24) and no more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, matter except as expressly set forth in this Agreement or as otherwise required by applicable law. Notwithstanding the Act foregoing, the Members shall vote on all of the following: (i) the dissolution of the Company pursuant to Section 15 (b) of this Agreement; (ii) the merger of the Company; (iii) any transaction involving an actual or potential conflict of interest between any Manager and the Company; (iv) an amendment to the Certificate of Formation of the Company; or (v) the sale, exchange, lease or other applicable law transfer of all or as expressly provided for hereundersubstantially all of the Company’s assets, determined on a consolidated basis, other than in the ordinary course of business (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise). (b) Unless a greater vote is required by the Delaware Act or as expressly provided for hereunderof the Certificate of Formation of the Company, the affirmative vote of a Majority in Interest of the Members entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunderaction. (c) Unless a greater vote is required by the Delaware Act or the Certificate of Formation of the company, the affirmative vote of a Majority in Interest of the Members entitled to vote shall be required to approve any proposed action. (d) Meetings of the Member(s) Members for the transaction of such business as may properly come before such Member(s) Members shall be held at such place, on such date and at such time as the Board Managers shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) the Members for any proper purpose or purposes may be called at any time by the Board Managers or the Member(sholders of at least twenty-five percent (25%) holding a Majority in Interestof the outstanding Units held by all Members. The Company shall deliver oral or mail written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two ten (210) and no more than sixty (60) days before the date of the meeting. (de) Any action required or permitted to be taken at an annual or special meeting of the Member(s) Members may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) Members holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) outstanding Units entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the BoardManager and acts in its capacity as Manager, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest of the Members entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunderaction. (c) Meetings of the Member(s) Members for the transaction of such business as may properly come before such Member(s) Members shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the a Member or Members holding a Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Boardshall determine. Special meetings of Member(s) Members for any proper purpose or purposes may be called at any time by the Board of Managers or the Member(s) Member or Members holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two four (24) and no not more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) Members may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) Members holding at least the minimum number of votes Percentage Interest that would be necessary to authorize or take such action at a meeting at which all Member(s) Members entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, matter except as expressly set forth in this Agreement or as otherwise required by applicable law. Notwithstanding the Act foregoing, the Members shall vote on all of the following: (i) the dissolution of the Company pursuant to Section 15 (b) of this Agreement; (ii) the merger of the Company; (iii) any transaction involving an actual or potential conflict of interest between any Manager and the Company; (iv) an amendment to the Certificate of Formation of the Company; or (v) the sale, exchange, lease or other applicable law transfer of all or as expressly provided for hereundersubstantially all of the Company’s assets, determined on a consolidated basis, other than in the ordinary course of business (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise). (b) Unless a greater vote is required by the Delaware Act or as expressly provided for hereunderthe Certificate of Formation of the Company, the affirmative vote of a Majority in Interest of the Members entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunderaction. (c) Meetings of the Member(s) Members for the transaction of such business as may properly come before such Member(s) Members shall be held at such place, on such date and at such time as the Board Managers shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) the Members for any proper purpose or purposes may be called at any time by the Board Managers or the Member(sholders of at least twenty-five percent (25%) holding a Majority in Interestof the outstanding Units held by all Members. The Company shall deliver oral or mail written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two ten (210) and no more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) Members may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) Members holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) outstanding Units entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the BoardManager, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunder. (c) Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board Manager shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board Manager or the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mailmail or facsimile) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting; provided, that any Member may waive such notice in writing and that participation in any such meeting without object to insufficient notice shall be deemed waiver thereof. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Member Rights; Meetings. (a) No Member, unless such other than a Member that is also a member of the BoardManager, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest of the Member(s) entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunderaction. (c) Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company LLC shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two four (24) and no more than sixty (60) days before the date of the meeting. (d) Membership interests may be voted at a meeting of Member(s) in person or by proxy duly executed by the Member(s) holding the membership interests of record on the record date for such meeting fixed by the Board. All such proxies shall be filed with the LLC prior to or at such meeting. Notwithstanding that a valid proxy is outstanding, powers of the proxy holder will be suspended if the person executing the proxy is present at the meeting and elects to vote in person. (e) Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunder. (c) Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d5.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. (e) The holders of the Common Units shall be entitled to notice of all Member meetings in accordance with this Agreement, and except as otherwise required by law, any Member holding Common Units shall be entitled to vote on all matters submitted to the Members for a vote with each Common Unit entitled to one vote.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the BoardManager and acts in its capacity as Manager, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (ba) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest of the Members entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunderaction. (cb) Meetings of the Member(s) Members for the transaction of such business as may properly come before such Member(s) Members shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the a Member or Members holding a Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Boardshall determine. Special meetings of Member(s) Members for any proper purpose or purposes may be called at any time by the Board of Managers or the Member(s) Member or Members holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two four (24) and no not more than sixty (60) days before the date of the meeting. (dc) Any action required or permitted to be taken at an annual or special meeting of the Member(s) Members may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) Members holding at least the minimum number of votes Percentage Interest that would be necessary to authorize or take such action at a meeting at which all Member(s) Members entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable applicable• law or as expressly provided for hereunder. (c) Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, matter except as expressly set forth in this Agreement or as otherwise required by applicable law. Notwithstanding the Act foregoing, the Members shall vote on all of the following: (i) the dissolution of the Company pursuant to Section 15(b) of this Agreement; (ii) the merger of the Company; (iii) any transaction involving an actual or potential conflict of interest between any Manager and the Company; (iv) an amendment to the Certificate of Formation of the Company; or (v) the sale, exchange, lease or other applicable law transfer of all or as expressly provided for hereundersubstantially all of the Company’s assets, determined on a consolidated basis, other than in the ordinary course of business (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise). (b) Unless a greater vote is required by the Delaware Act or as expressly provided for hereunderthe Certificate of Formation of the Company, the affirmative vote of a Majority in Interest of the Members entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunderaction. (c) Meetings of the Member(s) Members for the transaction of such business as may properly come before such Member(s) Members shall be held at such place, on such date and at such time as the Board Managers shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) the Members for any proper purpose or purposes may be called at any time by the Board Managers or the Member(sholders of at least twenty-five percent (25%) holding a Majority in Interestof the outstanding Units held by all Members. The Company shall deliver oral or mail written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two ten (210) and no more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) Members may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) Members holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) outstanding Units entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the BoardManager, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest of the Member(s) entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunderaction. (c) Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board Managing Member shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board Managers or the Member(s) holding a Majority in Interest. The Company LLC shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two four (24) and no more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunder. (c) Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the Majority in Interest interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the BoardManager, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest of the Member(s) entitled to vote shall be required to approve any proposed action subject required to Member voting under be voted on by the Act or other applicable law or as expressly provided for hereunderMember(s). (c) Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board Manager shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of the Member(s) for any proper purpose or purposes may be called at any time by the Board Manager or the Member(s) holding a Majority in Interest. The Company LLC shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two five (25) and no more than sixty thirty (6030) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, ; provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action. (e) Members may participate in a meeting 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 Agreement shall constitute presence in person at such meeting. All resolutions adopted at any such meeting shall be reduced to writing and included in the minutes of such meeting. (f) Any meeting of Members may be adjourned from time to time, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the LLC may transact any business which might have been transacted at the original meeting. (g) Each Member shall be entitled to one vote for each outstanding Percentage Interest held by such Member. (h) Whenever notice is required to be given by law or under any provision of this Agreement, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written notice or waiver of notice of meeting. (i) In order that the LLC may determine the Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof or to consent to action in writing without a meeting, the Members or any officer of the LLC may fix a record date, which record date shall not be more than 60 nor less than 10 days before the date of such meeting or consent, as applicable. If no record date is set, the record date for determining Members entitled to notice of or to vote at a meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If no record date is set, the record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the LLC. A determination of Members of record entitled to notice of or to vote at a meeting shall apply to any adjournment of the meeting; provided that a new record date for the adjourned meeting may be established.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunder. (c) Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date date”. and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, matter except as expressly set forth in this Agreement or as otherwise required by applicable law. Notwithstanding the Act foregoing, the Members shall vote on all of the following (i) the dissolution of the Company pursuant to Section 13(a) of this Agreement; (ii) the merger of the Company; (iii) any transaction involving an actual or potential conflict of interest between any Manager and the Company; (iv) an amendment to the certificate of formation of the Company; or (v) the sale, exchange, lease or other applicable law transfer of all or as expressly provided for hereundersubstantially all of the Company’s assets, determined on a consolidated basis, other than in the ordinary course of business (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise). (b) Unless a greater vote is required by the Delaware Act or as expressly provided for hereunderthe certificate of formation of the Company, the affirmative vote of a Majority in Interest of the Members entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunderaction. (c) Meetings of the Member(s) Members for the transaction of such business as may properly come before such Member(s) Members shall be held at such place, on such date and at such time as the Board Managers shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) Members for any proper purpose or purposes may be called at any time by the Board or Managers of the Member(s) holding holders of at least a Majority in Interestmajority of the outstanding Units held by all Members. The Company shall deliver oral or mail written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two five (25) and no more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) Members may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) Members holding at least the minimum number of votes that would be necessary to authorize approve or take such action at a meeting at which all Member(s) outstanding Units entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, matter except as expressly set forth in this Agreement or as otherwise required by applicable law. Notwithstanding the Act foregoing, the Members shall vote on all of the following: (i) the dissolution of the Company pursuant to Section 15(b) of this Agreement; (ii) the merger of the Company; (iii) any transaction involving an actual or potential conflict of interest between any Manager and the Company; (iv) an amendment to the Articles of Organization of the Company; or (v) the sale, exchange, lease or other applicable law transfer of all or as expressly provided for hereundersubstantially all of the Company’s assets, determined on a consolidated basis, other than in the ordinary course of business (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise). (b) Unless a greater vote is required by the Colorado Act or as expressly provided for hereunderthe Articles of Organization of the Company, the affirmative vote of a Majority in Interest of the Members entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunderaction. (c) Meetings of the Member(s) Members for the transaction of such business as may properly come before such Member(s) Members shall be held at such place, on such date and at such time as the Board Managers shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) the Members for any proper purpose or purposes may be called at any time by the Board Managers or the Member(sholders of at least twenty-five percent (25%) holding a Majority in Interestof the outstanding Units held by all Members. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two ten (210) and no more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) Members may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) Members holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) outstanding Units entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, matter except as expressly set forth in this Agreement or as otherwise required by applicable law. Notwithstanding the Act foregoing, the Members shall vote on all of the following (i) the dissolution of the Company pursuant to Section 13(a) of this Agreement; (ii) the merger of the Company; (iii) any transaction involving an actual or potential conflict of interest between any Manager and the Company; (iv) an amendment to the Articles of Organization of the Company; or (v) the sale, exchange, lease or other applicable law transfer of all or as expressly provided for hereundersubstantially all of the Company's assets, determined on a consolidated basis, other than in the ordinary course of business (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise). (b) Unless a greater vote is required by the Illinois Act or as expressly provided for hereunderthe Articles of Organization of the Company, the affirmative vote of a Majority in Interest of the Members entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunderaction. (c) Meetings of the Member(s) Members for the transaction of such business as may properly come before such Member(s) Members shall be held at such place, on such date date, and at such time as the Board Managers shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) Members for any proper purpose or purposes may be called at any time by the Board or Managers of the Member(s) holding holders of at least a Majority in Interestmajority of the outstanding Units held by all Members. The Company shall deliver oral or mail written notice (written notice may be delivered by mail) stating the date, time, place place, and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two five (25) and no more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) Members may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) Members holding at least the minimum number of votes that would be necessary to authorize approve or take such action at a meeting at which all Member(s) outstanding Units entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the BoardManager, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunder. (c) Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Boardany Manager. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the BoardManager, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunder. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunder. (c) Meetings of the Member(s) Members for the transaction of such business as may properly come before such Member(s) Members shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) Members for any proper purpose or purposes may be called at any time by the Board or the Member(s) Members holding a Majority in Interest. The Company shall deliver oral or written notice (written notice may be delivered by mailmail or facsimile) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two (2) and no more than sixty (60) days before the date of the meeting; provided that any Member may waive such notice in writing and that participation in any such meeting without object to insufficient notice shall be deemed waiver thereof. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) Members may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) Members holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) Members entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, except as expressly required by the Act or other applicable law or as expressly provided for hereunderunless such Member is also a Manager on the Board acting pursuant to Article IV hereof. (b) Unless a greater vote is required by the Act or as expressly provided for hereunder, the affirmative vote of a Majority in Interest of the Member(s) entitled to vote shall be required to approve any proposed action subject to Member voting under action, if such a vote is required by the Act or other applicable law or as expressly provided for hereunderlaw. (c) Meetings of the Member(s) for the transaction of such business as may properly come before such Member(s) shall be held at such place, on such date and at such time as the Board shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) for any proper purpose or purposes may be called at any time by the Board or the Member(s) holding a Majority in Interest. The Company LLC shall deliver oral or written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two five (25) and no more than sixty thirty (6030) days before the date of the meeting. (d) Any action required or permitted to be taken at an annual or special meeting of the Member(s) may be taken without a meeting, without prior notice, and without a vote, ; provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) entitled to vote on such action were present and voted. Every written consent shall bear the date and signature of each Member who signs such consent. Prompt notice of the taking of action without a meeting by less than unanimous written consent shall be given to all Members who have not consented in writing to such action. (e) Members may participate in a meeting 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 Agreement shall constitute presence in person at such meeting. All resolutions adopted at any such meeting shall be reduced to writing and included in the minutes of such meeting. (f) Any meeting of Members may be adjourned from time to time, to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the LLC may transact any business which might have been transacted at the original meeting. (g) Each Member shall be entitled to one vote for each outstanding Percentage Interest held by such Member. (h) Whenever notice is required to be given by law or under any provision of this Agreement, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written notice or waiver of notice of meeting (i) In order that the LLC may determine the Members entitled to notice of or to vote at any meeting of Members or any adjournment thereof or to consent to action in writing without a meeting, the Members or any officer of the LLC may fix a record date, whereon record date shall not be more than 60 nor less than 10 days before the date of such meeting or consent, as applicable. If no record date is set, the record date for determining Members entitled to notice of or to vote at a meeting shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. If no record date is set the record date for determining Members entitled to consent to action in writing without a meeting shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the LLC. A determination of Members of record entitled to notice of or to vote at a meeting shall apply to any adjournment of the meeting provided that a new record date for the adjourned meeting may be established.

Member Rights; Meetings. (a) No Member, unless such Member is also a member of the Board, shall have any right, power or duty, including the right to approve or vote on any matter, matter except as expressly set forth in this Agreement or as otherwise required by applicable law. Notwithstanding the Act foregoing, the affirmative vote of the Members shall be required before any of the following actions can be taken: (i) the dissolution of the Company pursuant to Section 15 (b) of this Agreement; (ii) the merger of the Company; (iii) any transaction involving an actual or potential conflict of interest between any Manager and the Company; (iv) an amendment to the Certificate of Formation of the Company; or (v) the sale, exchange, lease or other applicable law transfer of all or as expressly provided for hereundersubstantially all of the Company’s assets, determined on a consolidated basis, other than in the ordinary course of business (whether by merger, recapitalization, consolidation, reorganization, combination or otherwise). (b) Unless a greater vote is required by the Delaware Act or as expressly provided for hereunderof the Certificate of Formation of the Company, the affirmative vote of a Majority in Interest of the Members entitled to vote shall be required to approve any proposed action subject to Member voting under the Act or other applicable law or as expressly provided for hereunderaction. (c) Unless a greater vote is required by the Delaware Act or the Certificate of Formation of the company, the affirmative vote of a Majority in Interest of the Members entitled to vote shall be required to approve any proposed action. (d) Meetings of the Member(s) Members for the transaction of such business as may properly come before such Member(s) Members shall be he held at such place, on such date and at such time as the Board Managers shall determine; provided, however, that the Majority in Interest may establish a meeting (or vote through appropriate written consent pursuant to Section 4.5(d) below) at any time for a vote to remove the Board. Special meetings of Member(s) the Members for any proper purpose or purposes may be called at any time by the Board Managers or the Member(sholders of at least twenty-five percent (25%) holding a Majority in Interestof the outstanding Units held by all Members. The Company shall deliver oral or mail written notice (written notice may be delivered by mail) stating the date, time, place and purposes of any meeting to each Member entitled to vote at the meeting. Such notice shall be given not less than two ten (210) and no more than sixty (60) days before the date of the meeting. (de) Any action required or permitted to be taken at an annual or special meeting of the Member(s) Members may be taken without a meeting, without prior notice, and without a vote, provided that written consents, setting forth all proposed actions to be taken at such meeting, are signed by the Member(s) Members holding at least the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Member(s) outstanding Units entitled to vote on such action were present and voted. Every Prompt notice of the taking of action without a meeting by less than unanimous written consent shall bear the date and signature of each Member be given to all Members who signs have not consented in writing to such consentaction.