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

Quorum and Acts of the Board. At all duly called meetings of the Board, two Managers (which must include one designee of each Member) shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board, the Board members present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present; provided, however, that for any such reconvened meeting, a quorum, as determined in the preceding sentence, shall be required for the transaction of business; provided further, however, that notice for any reconvened meeting shall have been given in accordance with Section 7.2. Each Manager shall be entitled to one vote; provided, that, except to the extent prohibited by law, any Manager shall be entitled to vote on behalf of another Manager appointed by the same Member if such other Manager is not present at a meeting of the Board. Any instrument or writing executed on behalf of the Company by any one or more of the Managers shall be valid and binding upon the Company when authorized by the Board in accordance with this Section 7.3. No action may be taken by the Board under this Agreement or the Act without the consent of a majority of the Managers, which shall include consent of at least one designee of each Member; except that with respect to the following matters of the Company, the unanimous consent of all the Managers shall be required for any action by the Board: (a) approving the annual budget of the Company (the “Annual Budget”); (b) amending the business principles of the Company (the “Business Principles”) or consummating any transactions inconsistent with the Business Principles; (c) approving any distributions (other than Tax Distributions) to the Members (including any Management Member); (d) changing the size of the Board or a Member’s right to designate Managers as set forth in Section 7.1(a); (e) hiring or terminating the CEO, the CFO or the COO; (f) engaging in any business activity outside the ordinary course of business of the Company; (g) acquiring assets or making capital expenditures or other financial commitments in an amount greater than $250,000 in excess of the capital budget contained in the Annual Budget for any single transaction or any series of related transactions; (h) disposing of assets in an amount greater than $250,000 not specifically provided for in the Annual Budget for any single transaction or any series of related transactions, provided that the Company may make ordinary course dispositions of tractors in an amount of up to $5,000,000 in the aggregate during any Fiscal Year without consent of the Managers under this Section 7.3; (i) liquidating, dissolving or winding-up the Company; (j) entering into any amalgamation, consolidation, merger or arrangement or other similar entity reorganization; (k) adopting, amending or repealing the certificate of formation of the Company or this Agreement pursuant to Section 15.2; (l) issuing additional Units, any other class of membership interests in the Company, or any securities convertible into or exchangeable for the membership interests in the Company or repurchasing any membership interests in the Company; (m) entering into, terminating or amending any agreements with any Member (or any permitted assignee thereof) and their respective Affiliates; provided that neither Member shall be required to recuse itself in any decisions regarding any such agreement with itself); (n) any borrowing or the pledging of any of the Company’s assets or the giving of any other financial assistance in the form or a guarantee or otherwise with respect to an amount in excess of $250,000 in any single or series of related transactions not specifically provided for in the Annual Budget; (o) retaining investment bankers in connection with any proposed public offering by the Company and approving the filing of any prospectus or stock exchange listing application or the taking of other action to become a reporting company under Canadian or United States securities laws or the equivalent under the securities laws of any other jurisdiction; (p) appointing any committee of Managers or delegating any authority of the Managers to a committee; (q) commencing or settling any litigation (i) involving an amount greater than $250,000; (ii) which could reasonably be expected to have a material effect on the Company or its business; (iii) which imposes non-monetary obligations on the Company; or (iv) pursuant to which the Company makes an admission of guilt in any criminal case; (r) approving or changing the auditor of the Company, or changing material tax elections of the Company; (s) approving any other matter which the Managers or Members are required to approve under the Act; and (t) agreeing to do or permitting any subsidiary of the Company to do any of the foregoing. Notwithstanding anything contrary in this Section 7.3, any termination of the Service Agreement shall be effective solely upon the approval by the Managers appointed by Element.

Quorum and Acts of the Board. At all duly called meetings of the Board, two a majority of the total number of Managers (which must include one designee of each Member) shall constitute a quorum for the transaction of business; provided, that the attendance by at least one Manager designated by the Xxxxxx Group and one Manager designated by the CCC Group shall be required. The vote of 65% of the Managers at any meeting at which a quorum is present shall be the act of the Board. Each Board member shall be entitled to one vote; provided, that, (x) except to the extent prohibited by law, the Managers present at such meeting and designated by the Xxxxxx Group shall be entitled to cast in the aggregate as many votes at such meeting as the number of Managers the Xxxxxx Group has the right to designate to the Board, and such other Managers designated by the Xxxxxx Group as are not present at such meeting shall be deemed to have given a proxy to vote at the applicable meeting to the other Manager(s) present at such meeting and designated by the Xxxxxx Group and (y) except to the extent prohibited by law, the Managers present at such meeting and designated by the CCC Group shall be entitled to cast in the aggregate as many votes at such meeting as the number of Managers the CCC Group has the right to designate to the Board, and such other Managers designated by the CCC Group as are not present at such meeting shall be deemed to have given a proxy to vote at the applicable meeting to the other Manager(s) present at such meeting and designated by the CCC Group. If a quorum shall not be present at any meeting of the Board, the Board members present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present; provided, however, that for any such reconvened meeting, a quorum, as determined in the preceding sentence, shall be required for the transaction of business; provided further, however, that notice for any reconvened meeting shall have been given in accordance with Section 7.2. Each Manager shall be entitled to one vote; provided, that, except to the extent prohibited by law, any Manager shall be entitled to vote on behalf of another Manager appointed by the same Member if such other Manager is not present at a meeting of the Board. Any instrument or writing executed on behalf of the Company by any one or more of the Managers members of the Board shall be valid and binding upon the Company when authorized by the Board in accordance with this Section 7.3. No such action may be taken by the Board under this Agreement or the Act without the consent of a majority of the Managers, which shall include consent of at least one designee of each Member; except that with respect to the following matters of the Company, the unanimous consent of all the Managers shall be required for any action by the Board: (a) approving the annual budget of the Company (the “Annual Budget”); (b) amending the business principles of the Company (the “Business Principles”) or consummating any transactions inconsistent with the Business Principles; (c) approving any distributions (other than Tax Distributions) to the Members (including any Management Member); (d) changing the size of the Board or a Member’s right to designate Managers as set forth in Section 7.1(a); (e) hiring or terminating the CEO, the CFO or the COO; (f) engaging in any business activity outside the ordinary course of business of the Company; (g) acquiring assets or making capital expenditures or other financial commitments in an amount greater than $250,000 in excess of the capital budget contained in the Annual Budget for any single transaction or any series of related transactions; (h) disposing of assets in an amount greater than $250,000 not specifically provided for in the Annual Budget for any single transaction or any series of related transactions, provided that the Company may make ordinary course dispositions of tractors in an amount of up to $5,000,000 in the aggregate during any Fiscal Year without consent of the Managers under this Section 7.3; (i) liquidating, dissolving or winding-up the Company; (j) entering into any amalgamation, consolidation, merger or arrangement or other similar entity reorganization; (k) adopting, amending or repealing the certificate of formation of the Company or this Agreement pursuant to Section 15.2; (l) issuing additional Units, any other class of membership interests in the Company, or any securities convertible into or exchangeable for the membership interests in the Company or repurchasing any membership interests in the Company; (m) entering into, terminating or amending any agreements with any Member (or any permitted assignee thereof) and their respective Affiliates; provided that neither Member shall be required to recuse itself in any decisions regarding any such agreement with itself); (n) any borrowing or the pledging of any of the Company’s assets or the giving of any other financial assistance in the form or a guarantee or otherwise with respect to an amount in excess of $250,000 in any single or series of related transactions not specifically provided for in the Annual Budget; (o) retaining investment bankers in connection with any proposed public offering by the Company and approving the filing of any prospectus or stock exchange listing application or the taking of other action to become a reporting company under Canadian or United States securities laws or the equivalent under the securities laws of any other jurisdiction; (p) appointing any committee of Managers or delegating any authority of the Managers to a committee; (q) commencing or settling any litigation (i) involving an amount greater than $250,000; (ii) which could reasonably be expected to have a material effect on the Company or its business; (iii) which imposes non-monetary obligations on the Company; or (iv) pursuant to which the Company makes an admission of guilt in any criminal case; (r) approving or changing the auditor of the Company, or changing material tax elections of the Company; (s) approving any other matter which the Managers or Members are required to approve under the Act; and (t) agreeing to do or permitting any subsidiary of the Company to do any of the foregoing. Notwithstanding anything contrary in this Section 7.3, any termination of the Service Agreement shall be effective solely upon the approval by the Managers appointed by Element.

Quorum and Acts of the Board. (a) At all duly called meetings of each Board or any committee thereof, a majority of the Board, two Managers (which must include one designee total number of each Member) Directors shall constitute a quorum for the transaction of businessbusiness and, except as otherwise provided in this Agreement, the vote of a majority of the total number of Directors shall be the act of such Board or such committee thereof. (b) Each Director shall be entitled to one vote at any meeting. If a quorum shall not be present at any meeting of the Boarda Board or any committee thereof, the Board members Directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present; provided, however, that for any such reconvened meeting, a quorum, as determined in the preceding sentence, shall be required for the transaction of business; provided further, however, that notice for any reconvened meeting shall have been given in accordance with Section 7.2. Each Manager shall be entitled to one vote; provided, that, except to the extent prohibited by law, any Manager shall be entitled to vote on behalf of another Manager appointed by the same Member if such other Manager is not present at a meeting of the Board. Any instrument or writing executed on behalf of the Company Holdco or Angel by any one or more of the Managers Directors of Holdco or Angel, as applicable, shall be valid and binding upon the Company Holdco or Angel, as applicable, when authorized by such action of such Board or any committee thereof. With respect to any matter brought before a Board or any committee for approval, if such Board or committee shall have reached a dead-lock (i.e., equal votes for and against such matter), subject to applicable law, the matter shall be deemed not to have been approved by such Board in accordance with this Section 7.3or committee. No action may be taken by the Board under this Agreement or the Act without the consent of a majority of the Managers, which shall include consent of at least one designee The powers and activities of each Member; except that with respect Board shall be subject to the following matters provisions of the Company, the unanimous consent of all the Managers shall be required for any action by the Board: (a) approving the annual budget of the Company (the “Annual Budget”); (b) amending the business principles of the Company (the “Business Principles”) or consummating any transactions inconsistent with the Business Principles;Section 5.11. (c) approving Each Shareholder undertakes to procure that the Shareholder Director designated by such Shareholder shall cast its vote on any distributions (other than Tax Distributions) matter before the applicable Board in such a way that any matter that would have been passed or rejected had only the Shareholder Directors been entitled to vote, notwithstanding the Members (including any Management Member);participation by Directors that are not Shareholder Directors, shall be passed or rejected accordingly. (d) changing If, notwithstanding the size preceding paragraph (c), a resolution is passed or rejected by a Board which would not have been passed or rejected by such Board had only the Shareholder Directors been entitled to vote, as the case may be, each Shareholder is entitled to demand that a shareholders meeting be held with the shortest possible notice at which the shareholders of Holdco or Angel, as applicable, must pass the resolutions necessary to establish the position which would have been the result of the Board or a Member’s right to designate Managers as set forth in Section 7.1(a); (e) hiring or terminating vote of only the CEO, the CFO or the COO; (f) engaging in any business activity outside the ordinary course of business of the Company; (g) acquiring assets or making capital expenditures or other financial commitments in an amount greater than $250,000 in excess of the capital budget contained in the Annual Budget for any single transaction or any series of related transactions; (h) disposing of assets in an amount greater than $250,000 not specifically provided for in the Annual Budget for any single transaction or any series of related transactions, provided that the Company may make ordinary course dispositions of tractors in an amount of up to $5,000,000 in the aggregate during any Fiscal Year without consent of the Managers under this Section 7.3; (i) liquidating, dissolving or winding-up the Company; (j) entering into any amalgamation, consolidation, merger or arrangement or other similar entity reorganization; (k) adopting, amending or repealing the certificate of formation of the Company or this Agreement pursuant to Section 15.2; (l) issuing additional Units, any other class of membership interests in the Company, or any securities convertible into or exchangeable for the membership interests in the Company or repurchasing any membership interests in the Company; (m) entering into, terminating or amending any agreements with any Member (or any permitted assignee thereof) and their respective Affiliates; provided that neither Member shall be required to recuse itself in any decisions regarding any such agreement with itself); (n) any borrowing or the pledging of any of the Company’s assets or the giving of any other financial assistance in the form or a guarantee or otherwise with respect to an amount in excess of $250,000 in any single or series of related transactions not specifically provided for in the Annual Budget; (o) retaining investment bankers in connection with any proposed public offering by the Company and approving the filing of any prospectus or stock exchange listing application or the taking of other action to become a reporting company under Canadian or United States securities laws or the equivalent under the securities laws of any other jurisdiction; (p) appointing any committee of Managers or delegating any authority of the Managers to a committee; (q) commencing or settling any litigation (i) involving an amount greater than $250,000; (ii) which could reasonably be expected to have a material effect on the Company or its business; (iii) which imposes non-monetary obligations on the Company; or (iv) pursuant to which the Company makes an admission of guilt in any criminal case; (r) approving or changing the auditor of the Company, or changing material tax elections of the Company; (s) approving any other matter which the Managers or Members are required to approve under the Act; and (t) agreeing to do or permitting any subsidiary of the Company to do any of the foregoing. Notwithstanding anything contrary in this Section 7.3, any termination of the Service Agreement shall be effective solely upon the approval by the Managers appointed by ElementShareholder Directors.

Quorum and Acts of the Board. At all duly called meetings of the Board, two Managers (which must include one designee of each Member) shall constitute a quorum for the transaction of business. If a quorum shall consist of not be present at any meeting less than a number of Directors holding a majority of the Boardvotes held by all Directors, provided that during the RM Initial Period and the TM Initial Period a quorum shall include at least three (3) GSCP Directors (who, for the avoidance of doubt, shall not include any McJ Director or any Independent Director). All actions of the Board members shall require the affirmative vote of at least a majority of the votes held by all Directors (whether or not present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present; provided, however, that for any such reconvened meeting, a quorum, as determined in the preceding sentence, shall be required for the transaction of business; provided further, however, that notice for any reconvened meeting shall have been given in accordance with Section 7.2). Each Manager Director shall be entitled to one votevote on each matter that comes before the Board; providedprovided that each of Xxxxx Xxxxxxx, that, except to the extent prohibited by law, any Manager Xxxx X. Xxxx and Xxxxxxxxxxx A.S. Xxxxxxxx shall be entitled to vote six (6) votes on behalf each matter that comes before the Board. From and after the date hereof, the GSCP Members shall be entitled, upon provision of another Manager appointed written notice to the Company, to increase or decrease the number of votes held by the same Member if such other Manager is not present any GSCP Director. Any action that may be taken at a meeting of the Board. Any instrument Board or writing executed on behalf of the Company by any one or more of the Managers shall be valid and binding upon the Company when authorized by the Board in accordance with this Section 7.3. No action committee thereof may also be taken by the Board under this Agreement or the Act without the written consent of Directors holding a majority of the Managersvotes held by all Directors or members of the committee holding a majority of the votes held by all members of the committee in lieu of a meeting. 1.8. ARTICLE IV of the Agreement is hereby amended by deleting the proviso at the end of the second sentence of Section 4.1(g) and replacing it with the following: provided that each such committee shall include, which shall include consent of during the TM Initial Period, the TM Director and, during the RM Initial Period, at least one designee of each Member; except that with respect to the following matters RM Director. 1.9. ARTICLE IV of the Company, Agreement is hereby amended by deleting the unanimous consent first sentence of all Section 4.1(i) and replacing it with the Managers shall be required for any action by the Boardfollowing: (aA) approving If, at any time, GSCP Institutional owns any Units, GSCP Institutional shall have such other rights as are set forth in a letter agreement entered into as of the annual budget Effective Time between the Company and GSCP Institutional (the “GSCP Institutional Letter Agreement”); and (B) if, at any time, GSCP Parallel owns any Units, GSCP Parallel shall have such other rights as are set forth in a letter agreement entered into as of October 31, 2007 between the Company and GSCP Parallel (the “GSCP Parallel Letter Agreement”). 1.10. ARTICLE IV of the Agreement is hereby amended by deleting the first sentence of Section 4.3 and replacing it with the following: The Board shall from time to time as it deems advisable, appoint officers of the Company (the “Annual BudgetOfficers”) and assign such officers titles. 1.11. ARTICLE V of the Agreement is hereby amended by deleting the last sentence of Section 5.1(d) and replacing it with the following: For purposes of this Section 5.1(d); (b) amending , the business principles Company includes each Subsidiary of the Company (the “Business Principles”) or consummating any transactions inconsistent with the Business Principles; (c) approving any distributions (other than Tax Distributions) to the Members (including any Management Member); (d) changing the size of the Board or a Member’s right to designate Managers as set forth in Section 7.1(a); (e) hiring or terminating the CEO, the CFO or the COO; (f) engaging in any business activity outside the ordinary course of business of the Company; (g) acquiring assets or making capital expenditures or other financial commitments in an amount greater than $250,000 in excess of the capital budget contained in the Annual Budget for any single transaction or any series of related transactions; (h) disposing of assets in an amount greater than $250,000 not specifically provided for in the Annual Budget for any single transaction or any series of related transactions, provided that the Company may make ordinary course dispositions of tractors in an amount of up to $5,000,000 in the aggregate during any Fiscal Year without consent of the Managers under this Section 7.3; (i) liquidating, dissolving or winding-up the Company; (j) entering into any amalgamation, consolidation, merger or arrangement or other similar entity reorganization; (k) adopting, amending or repealing the certificate of formation of the Company or this Agreement pursuant to Section 15.2; (l) issuing additional Units, any other class of membership interests in the Company, or any securities convertible into or exchangeable for the membership interests in the Company or repurchasing any membership interests in the Company; (m) entering into, terminating or amending any agreements with any Member (or any permitted assignee thereof) and their respective Affiliates; provided that neither Member shall be required to recuse itself in any decisions regarding any such agreement with itself);businesses. (n) any borrowing or the pledging of any 1. 12. ARTICLE V of the Company’s assets or Agreement is hereby amended by adding the giving following at the end of any other financial assistance in the form or a guarantee or otherwise with respect to an amount in excess of $250,000 in any single or series of related transactions not specifically provided for in the Annual Budget; (o) retaining investment bankers in connection with any proposed public offering by the Company Section 5.2(b): , and approving the filing of any prospectus or stock exchange listing application or the taking of other action to become a reporting company under Canadian or United States securities laws or the equivalent under the securities laws of any other jurisdiction; (p) appointing any committee of Managers or delegating any authority of the Managers to a committee; (q) commencing or settling any litigation (i) involving an amount greater than $250,000; (ii) which could reasonably be expected to have a material effect on the Company or its business; (iii) which imposes non-monetary obligations on the Company; or (iv) pursuant to which the Company makes an admission of guilt in any criminal case; (r) approving or changing the auditor TM Members holding a majority of the Company, or changing material tax elections of the Company; (s) approving any other matter which the Managers or Members are required to approve under the Act; and (t) agreeing to do or permitting any subsidiary of the Company to do any of the foregoing. Notwithstanding anything contrary in this Section 7.3, any termination of the Service Agreement shall be effective solely upon the approval outstanding Common Units then held by the Managers appointed by Elementall TM Members.

Quorum and Acts of the Board. At all duly called meetings of the Board, two Managers (which must include one designee of each Member) shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board, the Board members present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present; provided, however, that for any such reconvened meeting, a quorum, as determined in the preceding sentence, shall be required for the transaction of business; provided further, however, that notice for any reconvened meeting shall have been given in accordance with Section 7.2. Each Manager shall be entitled to one vote; provided, that, except to the extent prohibited by law, any Manager shall be entitled to vote on behalf of another Manager appointed by the same Member if such other Manager is not present at a meeting of the Board. Any instrument or writing executed on behalf of the Company by any one or more of the Managers shall be valid and binding upon the Company when authorized by the Board in accordance with this Section 7.3. No action may be taken by the Board under this Agreement or the Act without the consent of a majority of the Managers, which shall include consent of at least one designee of each Member; except that with respect to the following matters of the Company, the unanimous consent of all the Managers shall be required for any action by the Board:: 15 (a) approving the annual budget of the Company (the “Annual Budget”); ; (b) amending the business principles of the Company (the “Business Principles”) or consummating any transactions inconsistent with the Business Principles; ; (c) approving any distributions (other than Tax Distributions) to the Members (including any Management Member); ; (d) changing the size of the Board or a Member’s right to designate Managers as set forth in Section 7.1(a); ; (e) hiring or terminating the CEO, the CFO or the COO; ; (f) engaging in any business activity outside the ordinary course of business of the Company; ; (g) acquiring assets or making capital expenditures or other financial commitments in an amount greater than $250,000 in excess of the capital budget contained in the Annual Budget for any single transaction or any series of related transactions; ; (h) disposing of assets in an amount greater than $250,000 not specifically provided for in the Annual Budget for any single transaction or any series of related transactions, provided that the Company may make ordinary course dispositions of tractors in an amount of up to $5,000,000 in the aggregate during any Fiscal Year without consent of the Managers under this Section 7.3; ; (i) liquidating, dissolving or winding-up the Company; ; (j) entering into any amalgamation, consolidation, merger or arrangement or other similar entity reorganization; ; (k) adopting, amending or repealing the certificate of formation of the Company or this Agreement pursuant to Section 15.2; ; (l) issuing additional Units, any other class of membership interests in the Company, or any securities convertible into or exchangeable for the membership interests in the Company or repurchasing any membership interests in the Company; ; (m) entering into, terminating or amending any agreements with any Member (or any permitted assignee thereof) and their respective Affiliates; provided that neither Member shall be required to recuse itself in any decisions regarding any such agreement with itself); ; (n) any borrowing or the pledging of any of the Company’s assets or the giving of any other financial assistance in the form or a guarantee or otherwise with respect to an amount in excess of $250,000 in any single or series of related transactions not specifically provided for in the Annual Budget; (o) retaining investment bankers in connection with any proposed public offering by the Company and approving the filing of any prospectus or stock exchange listing application or the taking of other action to become a reporting company under Canadian or United States securities laws or the equivalent under the securities laws of any other jurisdiction; (p) appointing any committee of Managers or delegating any authority of the Managers to a committee; (q) commencing or settling any litigation (i) involving an amount greater than $250,000; (ii) which could reasonably be expected to have a material effect on the Company or its business; (iii) which imposes non-monetary obligations on the Company; or (iv) pursuant to which the Company makes an admission of guilt in any criminal case; (r) approving or changing the auditor of the Company, or changing material tax elections of the Company; (s) approving any other matter which the Managers or Members are required to approve under the Act; and (t) agreeing to do or permitting any subsidiary of the Company to do any of the foregoing. Notwithstanding anything contrary in this Section 7.3, any termination of the Service Agreement shall be effective solely upon the approval by the Managers appointed by Element.16