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 these purposes, a “majority-in-interest” shall mean a percentage in interest in excess of 50%. Any Units held by a Member that is a “feeder fund” subject to Section 12(d)(1)(E) of the Investment Company Act will be voted either (i) in proportion to the voting instructions received from the security holders of such Member (i.e., on a “pass-through basis”) or (ii) in the same proportion as the votes or consents of all other Members that voted on such matters (i.e., “mirror voting”), in each case in accordance with the requirements of Section 12(d)(1)(E) of the Investment Company Act. Each Member that is a “feeder fund” will be required to agree to the foregoing in its Subscription 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 these purposes, a “majority-in-interest” shall mean a percentage in interest in excess of 50%. Any Units held by a Member Common Unitholder that is a “feeder fund” subject to Section 12(d)(1)(E) of the Investment Company Act will be voted either (i) in proportion to the voting instructions received from the security holders of such Member Common Unitholder (i.e., on a “pass-through basis”) or (ii) in the same proportion as the votes or consents of all other Members Common Unitholders that voted on such matters (i.e., “mirror voting”), in each case in accordance with the requirements of Section 12(d)(1)(E) of the Investment Company Act. Each Member Common Unitholder that is a “feeder fund” will be required to agree to the foregoing in its Subscription Agreement.. If at any time Preferred Units have been issued and are outstanding, any proposal: