Common use of Quorum; Alternates; Participation in Meetings By Conference Telephone Permitted; Vote Required for Action Clause in Contracts

Quorum; Alternates; Participation in Meetings By Conference Telephone Permitted; Vote Required for Action. (a) Except as hereinafter provided, presence of a majority of the number of Directors then in office constitutes a quorum for the transaction of business at a meeting of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place (other than adjournments until the time fixed for the next regular meeting of the Board of Directors, as to which no notice is required) shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. (b) Each Director may, by written notice given to the chairman of the Board of Directors, and with the prior written consent of such chairman, which the chairman may withhold in his or her absolute discretion, appoint an alternate to attend and vote at meetings, or at any particular meeting, if the Director is unable to attend. The presence of an alternate at any meeting shall be deemed to be presence of the Director at such meeting for all purposes, and the vote of such alternate shall be deemed to be the vote of the relevant Director. No Director may retract the vote of any duly appointed alternate on behalf of such Director after the close of the meeting at which such vote is made. In the event that the Director who appointed an alternate attends a meeting, the appointment of such alternate shall be ineffective for such meeting, and the alternate shall have no right to be present or to participate in that meeting. (c) Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can communicate with and hear one another. (d) Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

Quorum; Alternates; Participation in Meetings By Conference Telephone Permitted; Vote Required for Action. (a) Except as hereinafter provided, The presence of a majority of the number of Directors then in office at least one Class C Director and at least one Class P Director constitutes a quorum for the transaction of business at a meeting of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directorsbusiness. If the meeting is adjourned for more than 24 twenty-four (24) hours, notice of any adjournment to another time or place (other than adjournments until the time fixed for the next regular meeting of the Board of Directors, as to which no notice is required) shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. (b) Each Voting Director may, by written notice given to the chairman of the Board of Directors, and with the prior written consent of such chairman, which the chairman may withhold in his or her absolute discretionchief executive officer, appoint an alternate to attend and vote at meetings, or at any particular meeting, if the Voting Director is unable to attend. The presence of an alternate at any meeting shall be deemed to be presence of the Director at such meeting for all purposes, and the vote of such alternate shall be deemed to be the vote of the relevant Director. No Director may retract the vote of any duly appointed alternate on behalf of such Director after the close of the meeting at which such vote is made. In the event that the Director who appointed an alternate attends a meeting, the appointment of such alternate shall be ineffective for such meeting, and the alternate shall have no right to be present or to participate in that meeting. (c) Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can communicate with and hear one another. (d) Every act or decision done or made by a majority the Board of Directors shall require the unanimous consent of all Voting Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directorspresent.

Quorum; Alternates; Participation in Meetings By Conference Telephone Permitted; Vote Required for Action. (a) Except as hereinafter provided, presence of a majority of the number of Directors then in office constitutes a quorum for the transaction of business at a meeting of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directors. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place (other than adjournments until the time fixed for the next regular meeting of the Board of Directors, as to which no notice is required) shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. (b) Each Director may, by written notice given to the chairman of Chairman or to the Board of remaining Directors, and with the prior written consent of such chairman, which the chairman may withhold in his Chairman or her absolute discretionof a majority of the remaining Directors, appoint an alternate to attend and vote at meetings, or at any particular meeting, if the Director is unable to attend. The presence of an alternate at any meeting shall be deemed to be presence of the Director at such meeting for all purposes, and the vote of such alternate shall be deemed to be the vote of the relevant Director. No Director may retract the vote of any duly appointed alternate on behalf of such Director after the close of the meeting at which such vote is made. In the event that the Director who appointed an alternate attends a meeting, the appointment of such alternate shall be ineffective for such meeting, and the alternate shall have no right to be present or to participate in that meeting. (c) Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can communicate with and hear one another. (d) Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors.

Quorum; Alternates; Participation in Meetings By Conference Telephone Permitted; Vote Required for Action. (a) Except as hereinafter provided, The presence of a majority of the number of Directors then in office at least one Class C Director and at least one Class P Director constitutes a quorum for the transaction of business at a meeting of the Board of Directors. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of Directorsbusiness. If the meeting is adjourned for more than 24 twenty-four (24) hours, notice of any adjournment to another time or place (other than adjournments until the time fixed for the next regular meeting of the Board of Directors, as to which no notice is required) shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. (b) Each Voting Director may, by written notice given to the chairman of the Board of Directors, and with the prior written consent of such chairman, which the chairman may withhold in his or her absolute discretionchief executive officer, appoint an alternate to attend and vote at meetings, or at any particular meeting, if the Voting Director is unable to attend. The presence of an alternate at any meeting shall be deemed to be presence of the Director at such meeting for all purposes, and the vote of such alternate shall be deemed to be the vote of the relevant Director. No Director may retract the vote of any duly appointed alternate on behalf of such Director after the close of the meeting at which such vote is made. In the event that the Director who appointed an alternate attends a meeting, the appointment of such alternate shall be ineffective for such meeting, and the alternate shall have no right to be present or to participate in that meeting. (c) Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can communicate with and hear one another. (d) Every act or decision done or made by a majority the Board of Directors shall require the unanimous consent of all Voting Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directorspresent.

Quorum; Alternates; Participation in Meetings By Conference Telephone Permitted; Vote Required for Action. (a) Except as hereinafter provided, The presence of a majority of the number of Directors then in office constitutes shall constitute a quorum for the transaction of business business, provided that the presence of at least one MD Director (or an alternate of an MD Director, as provided below) shall be required to constitute a quorum unless each MD Director (or an alternate of an MD Director, as provided below) then in office has been duly notified of the meeting pursuant to Section 4.6 or duly waives such notice pursuant to Section 4.8. If at any meeting of the Board of Directors. A meeting at which there shall be less than a quorum is initially present, a majority of the Directors present may continue to transact business notwithstanding the withdrawal of Directors. If adjourn the meeting is adjourned for more than 24 hours, notice of any adjournment from time to another time or place (other than adjournments until the time fixed for the next regular meeting of the Board of Directors, as to which no notice is required) shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of the adjournment. (b) without further notice. Each Director may, by prior written notice given to the chairman of the Board of other Directors, and with the prior written consent of such chairman, which the chairman may withhold in his or her absolute discretion, appoint an alternate (who shall be an employee of the Company or one of its Subsidiaries or Affiliates) to attend and vote at meetingsmeetings of the Board, or at any particular meeting, if the Director is unable to attend. The presence of an alternate at any meeting of the Board shall be deemed to be presence of the Director at such meeting for all purposes, and the vote of such alternate shall be deemed to be the vote of the relevant Director. An alternate may be a member of the Board and may represent more than one other Director (in which case such alternate shall have the right to vote, and to be counted for quorum and other purposes hereunder, both in his or her capacity as Director and as the alternate of such other Director). No Director may retract the vote of any duly appointed alternate on behalf of such Director after the close of the meeting at which such vote is made. In the event that the Director who appointed an alternate attends a meeting, the appointment of such alternate shall be ineffective for such meeting, and the alternate shall have no right to be present or to participate in that meetingmeeting in his or her capacity as an alternate. (cb) Directors may participate in a meeting of the Board through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can communicate with and hear one another. (dc) Every The act or decision done or made by a of the majority of the Directors present at a meeting duly held of the Board at which a quorum is present shall be regarded as the act of the Board Board. The Directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough Directors (including the withdrawal of any or all MD Directors) to leave less than a quorum.