Common use of Member Voting and Consents Clause in Contracts

Member Voting and Consents. Whenever action is required by this Agreement to be taken by a specified percentage in interest of the Members (or any class or group of Members), such action shall be deemed to be valid if taken upon the written vote or written consent of those Members (or those Members included in such class or group) whose Units represent the specified percentage of the aggregate outstanding Units of all Members (or all Members included in such class or group) at the time. Each Member shall be entitled to one vote for each Unit held on all matters submitted to a vote of the Members. For purposes of this Article 3, a “majority-in-interest” shall mean a percentage in interest in excess of 50%. If at any time Preferred Units have been issued and are outstanding, any proposal: (a) affecting the Common Unitholders but not the Preferred Unitholders, shall require approval by the requisite percentage in interest of the Common Unitholders; (b) not affecting the Common Unitholders, shall require approval by the requisite percentage in interest of the Preferred Unitholders; (c) affecting both Common Unitholders and Preferred Unitholders, shall require approval by the requisite percentage in interest of the Common Unitholders and the Preferred Unitholders, voting separately.

Appears in 9 contracts

Samples: Limited Liability Company Agreement (Goldman Sachs Private Markets Fund 2018 (A) LLC), Limited Liability Company Agreement (Goldman Sachs Private Markets Fund 2018 LLC), Limited Liability Company Agreement (Goldman Sachs Private Markets Fund 2018 (B) LLC)

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Member Voting and Consents. Whenever action is required by this Agreement to be taken by a specified percentage in interest of the Members (or any class or group of Members), such action shall be deemed to be valid if taken upon the written vote or written consent of those Members (or those Members included in such class or group) whose Units represent the specified percentage of the aggregate outstanding Units of all Members (or all Members included in such class or group) at the time. Each Member shall be entitled to one vote for each Unit held on all matters submitted to a vote of the Members. For purposes of this Article 3these purposes, a “majority-in-interest” shall mean a percentage in interest in excess of 50%. If at any time Preferred Units have been issued and are outstanding, any proposal: (a) affecting the Common Unitholders but not the Preferred Unitholders, shall require approval by the requisite percentage in interest of the Common Unitholders; (b) not affecting the Common Unitholders, shall require approval by the requisite percentage in interest of the Preferred Unitholders; (c) affecting both Common Unitholders and Preferred Unitholders, shall require approval by the requisite percentage in interest of the Common Unitholders and the Preferred Unitholders, voting separately.

Appears in 6 contracts

Samples: Limited Liability Company Agreement (Goldman Sachs Private Middle Market Credit LLC), Limited Liability Company Agreement (Goldman Sachs Private Middle Market Credit II LLC), Limited Liability Company Agreement

Member Voting and Consents. Whenever action is required by this Agreement to be taken by a specified percentage in interest of the Members (or any class or group of Members), such action shall be deemed to be valid if taken upon the written vote or written consent of those Members (or those Members included in such class or group) whose Units represent the specified percentage of the aggregate outstanding Units of all Members (or all Members included in such class or group) at the time. Each Member shall be entitled to one vote for each Unit held on all matters submitted to a vote of the Members. For purposes of this Article 3these purposes, a “majority-in-interest” shall mean a percentage in interest in excess of 50%. If at any time Preferred Units have been issued and are outstanding, except as otherwise required by applicable law, any proposal: (ai) affecting the Common Unitholders but not the Preferred Unitholders, Unitholders shall require approval by the requisite percentage in interest of the Common Unitholders; (bii) not affecting the Preferred Unitholders but not the Common Unitholders, Unitholders shall require approval by the requisite percentage in interest of the Preferred Unitholders; (ciii) affecting both Common Unitholders and Preferred Unitholders, shall require approval by the requisite percentage in interest of the Common Unitholders and the Preferred Unitholders, voting separatelytogether as a single class.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (LGAM Private Credit LLC), Limited Liability Company Agreement (T Series Middle Market Loan Fund LLC), Limited Liability Company Agreement (North Haven Private Income Fund a LLC)

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Member Voting and Consents. Whenever action is required by this Agreement to be taken by a specified percentage in interest of the Members (or any class or group of Members), such action shall be deemed to be valid if taken upon the written vote or written consent of those Members (or those Members included in such class or group) whose Units represent the specified percentage of the aggregate outstanding Units of all Members (or all Members included in such class or group) at the time. Each Member shall be entitled to one vote for each Unit held on all matters submitted to a vote of the Members. For purposes of this Article 3these purposes, a “majority-in-interest” shall mean a percentage in interest in excess of 50%. If at any time Preferred Units have been issued and are outstanding, except as otherwise required by applicable law, any proposal: (a) affecting the Common Unitholders but not the Preferred Unitholders, Unitholders shall require approval by the requisite percentage in interest of the Common Unitholders; (b) not affecting the Preferred Unitholders but not the Common Unitholders, Unitholders shall require approval by the requisite percentage in interest of the Preferred Unitholders; (c) affecting both Common Unitholders and Preferred Unitholders, shall require approval by the requisite percentage in interest of the Common Unitholders and the Preferred Unitholders, voting separatelytogether as a single class.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Fidelity Private Credit Co LLC), Limited Liability Company Agreement (Fidelity Private Credit Central Fund LLC)

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