Quorum; Adjournments. Unless otherwise required by law, a majority-in-interest (as defined below) of the Members present and entitled to vote shall constitute a quorum for the transaction of business at all meetings; provided, however, that where a separate vote of Common Units and Preferred Units is required, the holders of a majority of all issued and outstanding Common Units and Preferred Units, as applicable, present in Person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter. Abstentions will be treated as Units that are present and entitled to vote for purposes of determining the number present and entitled to vote with respect to any particular proposal, but will not be counted as a vote in favor of such proposal. If such quorum shall not be present or represented by proxy at any meeting, then the Chair of the Board (or his or her designee) shall have the power to adjourn a vote from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty (30) days, or, if after adjournment a new record date is set, then a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting. In the absence of fraud, any irregularities in the notice of any meeting or the non-receipt of any such notice by any Member shall not invalidate any action otherwise properly taken at any meeting.
Appears in 9 contracts
Samples: Limited Liability Company Agreement (Goldman Sachs Private Markets Fund 2018 (B) LLC), Limited Liability Company Agreement (Goldman Sachs Private Markets Fund 2018 (A) LLC), Limited Liability Company Agreement (Goldman Sachs Private Markets Fund 2018 LLC)
Quorum; Adjournments. Unless otherwise required by law, Members holding a majority-in-interest (as defined below) majority of the Members present and Units entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings; provided, however, provided that where a separate vote of Common Units and Preferred Units is required, the holders of a majority of all issued and outstanding Common Units and Preferred Units, as applicable, present in Person person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter. Abstentions will be treated as Units that are present and entitled to vote for purposes of determining the number present and entitled to vote with respect to any particular proposal, but will not be counted as a vote in favor of such proposal. If such quorum shall not be present or represented by proxy at any meeting, then either the Chair of the Board or Members entitled to vote thereat (present in person or his or her designeerepresented by proxy) shall have the power to adjourn a vote from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty (30) days, or, if after adjournment a new record date is set, then a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting. In the absence of fraud, any irregularities in the notice of any meeting or the non-receipt of any such notice by any Member shall not invalidate any action otherwise properly taken at any meeting.
Appears in 7 contracts
Samples: Limited Liability Company Agreement (Phillip Street Middle Market Lending Fund LLC), Limited Liability Company Agreement (Goldman Sachs Private Middle Market Credit II LLC), Limited Liability Company Agreement (Goldman Sachs Private Middle Market Credit LLC)
Quorum; Adjournments. Unless otherwise required by law, Members holding a majority-in-interest (as defined below) majority of the Members present and Units entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings; provided, however, that where a separate vote of Common Units and Preferred Units is required, the holders of a majority of all issued and outstanding Common Units and Preferred Units, as applicable, present in Person person or represented by proxy, shall constitute a quorum entitled to take action with respect to each such matter. Abstentions will be treated as Units that are present and entitled to vote for purposes of determining the number present and entitled to vote with respect to any particular proposal, proposal but will not be counted as a vote in favor of such proposal. If such quorum shall not be present or represented by proxy at any meeting, then either the Chair chair of the Board meeting or Members entitled to vote thereat (present in person or his or her designeerepresented by proxy) shall have the power to adjourn a vote from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty (30) days, or, if after adjournment a new record date is set, then a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting. In the absence of fraud, any irregularities in the notice of any meeting or the non-receipt of any such notice by any Member shall not invalidate any action otherwise properly taken at any meeting.
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)
Quorum; Adjournments. Unless otherwise required by law, Members holding a majority-in-interest (as defined below) majority of the Members present and Shares entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings; provided, however, that where a separate vote of Common Units and Preferred Units is required, the holders of a majority of all issued and outstanding Common Units and Preferred Units, as applicable, present in Person or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter. Abstentions will be treated as Units Shares that are present and entitled to vote for purposes of determining the number present and entitled to vote with respect to any particular proposal, proposal but will not be counted as a vote in favor of such proposal. Any matter properly before the meeting or to be acted on via written consent shall be deemed approved if it receives the affirmative vote of a majority of those present and/or entitled to vote on such matter, as applicable, except as otherwise required by applicable law. If such quorum shall not be present or represented by proxy at any meeting, then either the Chair chair of the Board meeting or Members entitled to vote thereat (present in person or his or her designeerepresented by proxy) shall have the power to adjourn a vote from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty (30) days, or, if after adjournment a new record date is set, then a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting. In the absence of fraud, any irregularities in the notice of any meeting or the non-receipt of any such notice by any Member shall not invalidate any action otherwise properly taken at any meeting.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Andalusian Credit Company, LLC)
Quorum; Adjournments. Unless otherwise required by law, Members holding a majority-in-interest (as defined below) majority of the Members present and Units entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for the transaction of business at all meetings; provided, however, provided that where a separate vote of Common Units and Preferred Units is required, the holders of a majority of all issued and outstanding Common Units and Preferred Units, as applicable, present in Person person or represented by proxy, shall constitute a quorum entitled to take action with respect to each such matter. Abstentions will be treated as Units that are present and entitled to vote for purposes of determining the number present and entitled to vote with respect to any particular proposal, proposal but will not be counted as a vote in favor of such proposal. If such quorum shall not be present or represented by proxy at any meeting, then either the Chair chair of the Board meeting or Members entitled to vote thereat (present in person or his or her designeerepresented by proxy) shall have the power to adjourn a vote from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called. If the adjournment is for more than thirty (30) days, or, if after adjournment a new record date is set, then a notice of the adjourned meeting shall be given to each Member entitled to vote at the meeting. In the absence of fraud, any irregularities in the notice of any meeting or the non-receipt of any such notice by any Member shall not invalidate any action otherwise properly taken at any meeting.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Fidelity Private Credit Co LLC)