Common use of Quorum; Acts of the Board Clause in Contracts

Quorum; Acts of the Board. At all meetings of the Board in respect of matters expressly requiring the consent or approval of the Independent Managers, a majority of the Managers (which majority must include a majority of the Managers other than the Independent Managers) shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at any meeting at which there is a quorum shall be the act of the Board (which majority must include a majority of the Managers other than the Independent Managers). At all other meetings of the Board, a majority of the Managers other than the Independent Managers shall constitute a quorum for the transaction of business, and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at such meeting excluding the Independent Managers shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if the same number of members of the Board or committee with authority hereunder to vote on such matter, as the case may be, as would be required to consent to such action at a meeting of the Board, or of any committee thereof, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Where the consent or approval of the Independent Managers would be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall also be required to approve such action by written consent, and where the consent or approval of the Independent Managers would not be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall not be required to approve such action by written consent. Notwithstanding anything in the Act or this Agreement to the contrary, the Independent Managers may only act, vote or otherwise participate in the business of the Company to the extent of the matters expressly requiring the approval of the Independent Managers pursuant to this Agreement. In all cases where the approval of the Independent Managers is not expressly required pursuant to this Agreement, the Independent Managers shall not be entitled to notice of the meetings of the Board, shall not be entitled to attend meetings of the Board and shall not count at meetings of the Board for purposes of constituting a quorum.

Quorum; Acts of the Board. At Subject to Section 10(j), at all meetings of the Board in respect of matters expressly requiring the consent or approval of the Independent ManagersBoard, a majority of the Managers (which majority must include a majority of the Managers other than the Independent Managers) Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers Directors present at any meeting at which there is a quorum shall be the act of the Board Board. For the avoidance of doubt, the attendance (which majority must include or non-attendance) at a majority meeting of the Managers other than Board by the Independent Managers). At all other meetings Board Observer shall not be taken into account for purposes of the Board, a majority of the Managers other than the Independent Managers shall constitute determining whether a quorum for the transaction of business, and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at such meeting excluding the Independent Managers shall be the act of the Boardis present. If a quorum shall not be present at any meeting of the Board, the Managers Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Notwithstanding any other provision of this Agreement, but subject to all approval and other rights of the Majority Member, the Minority Member, the Disinterested Directors, the Majority Member Directors, the Company Officer Directors and the Minority Member Directors contained herein, in the event one or more Directors abstains from a vote or consent, such Director(s) shall not be counted for any purpose with respect to such vote or consent, including for purposes of calculating a quorum or requisite vote or consent under this Agreement with respect to such matter of such vote or consent and the total number of Directors of the Board and the requisite number required for such quorum or such vote or consent shall be calculated as if such abstaining Director were not a Director at such time. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if the same number of all members of the Board or committee with authority hereunder to vote on such mattercommittee, as the case may be, as would be required to consent to such action at a meeting of the Board, or of any committee thereof, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Where , as the consent or approval of the Independent Managers would be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall also be required to approve such action by written consent, and where the consent or approval of the Independent Managers would not be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall not be required to approve such action by written consent. Notwithstanding anything in the Act or this Agreement to the contrary, the Independent Managers case may only act, vote or otherwise participate in the business of the Company to the extent of the matters expressly requiring the approval of the Independent Managers pursuant to this Agreement. In all cases where the approval of the Independent Managers is not expressly required pursuant to this Agreement, the Independent Managers shall not be entitled to notice of the meetings of the Board, shall not be entitled to attend meetings of the Board and shall not count at meetings of the Board for purposes of constituting a quorumbe.

Quorum; Acts of the Board. At all meetings of the Board in respect of matters expressly requiring the consent or approval of the Independent ManagersBoard, a majority of the Managers (which majority must include a majority of the Managers other than the Independent Managers) Directors entitled to vote shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers Directors present at any meeting (at which there is a quorum shall be the act of the Board (which majority must include a majority of the Managers other than the Independent Managers). At all other meetings of the Board, a majority of the Managers other than the Independent Managers shall constitute a quorum for the transaction of business, and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Managers present at such meeting excluding the Independent Managers quorum) shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Managers Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. For the purpose of this Section 9(d), Directors shall include the Independent Director only when the consent of the Independent Director is required pursuant to Section 9(j)(ii), Section 9(j)(iii) and Section 9(j)(v) of this Agreement. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if a majority of the same number of members of the Board or committee with authority hereunder to or, in the case of any action or matter requiring the affirmative vote on such matterof the Independent Director, all of the members of the Board, including the Independent Director, as the case may be, as would be required entitled to consent to such action at a meeting of the Board, or of any committee thereof, vote consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Where , as the consent or approval of the Independent Managers would be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall also be required to approve such action by written consent, and where the consent or approval of the Independent Managers would not be required to approve an action at a meeting of the Board, the written consent of the Independent Managers shall not be required to approve such action by written consentcase may be. Notwithstanding anything in the Act foregoing or this Agreement to the contrary, the Independent Managers may only act, vote or otherwise participate in the business any contrary provision of the Company to the extent of the matters expressly requiring the approval of the Independent Managers pursuant to this Agreement. In all cases where the approval of the Independent Managers is not expressly required pursuant to this Agreement, the Independent Managers shall not be entitled to notice vote or consent, including written consent, of the meetings Independent Director shall only be required for actions of the Board that the terms of this Agreement require the unanimous consent of all members of the Board or all Directors, including without limitation, as expressly required in Section 9(j)(ii), Section 9(j)(iii) or Section 9(j)(v), and any other actions of the Board shall be taken, and a quorum of the Board shall be calculated, as if the Independent Director is not a member of the Board, shall not be entitled to attend meetings of the Board and shall not count at meetings of the Board for purposes of constituting a quorum.