Common use of Quorum and Adjournment Clause in Contracts

Quorum and Adjournment. Except as otherwise provided by applicable law or by the Certificate or this Agreement, the Members present in person or by proxy holding a majority of each class of the Outstanding LLC Interests entitled to vote hereunder, shall constitute a quorum at a meeting of Members. The Chairman or the holders of a majority of each class of the LLC Interests entitled to vote hereunder so represented may adjourn the meeting from time to time, whether or not there is such a quorum. The Members present at a duly organized meeting at which a quorum is present in person or by proxy may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. When a meeting is adjourned to another time and place, if any, unless otherwise provided by this Agreement, notice need not be given of the reconvened meeting if the date, time and place, if any, thereof and the means of remote communication, if any, by which Members and proxyholders may be deemed to be present in person and vote at such reconvened meeting are announced at the meeting at which the adjournment is taken. If the time, date and place of the reconvened meeting are not announced at the meeting at which the adjournment is taken, then the Secretary of the Company shall give written notice of the time, date and place of the reconvened meeting not less than twenty (20) days prior to the date of the reconvened meeting. At the reconvened meeting, the Members may transact any business that might have been transacted at the original meeting. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of such meeting; provided, however, that the Board of Directors may fix a new record date for the reconvened meeting. If an adjournment is for more than thirty (30) days or if, after an adjournment, a new record date is fixed for the reconvened meeting, a notice of the reconvened meeting shall be given to each Member entitled to vote at the meeting.

Quorum and Adjournment. Except as otherwise provided by applicable law or by the Certificate or this Amended Agreement, the Members present in person or by proxy holding a majority of each class of the Outstanding outstanding LLC Interests entitled to vote hereundervote, shall constitute a quorum at a meeting of Members. The Chairman of the Board or the holders of a majority of each class of the LLC Interests entitled to vote hereunder so represented may adjourn the meeting from time to time, whether or not there is such a quorum. The Members present at a duly organized meeting at which a quorum is present in person or by proxy may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. When a meeting is adjourned to another time and place, if any, unless otherwise provided by this Amended Agreement, notice need not be given of the reconvened meeting if the date, time and place, if any, thereof and the means of remote communication, if any, by which Members and proxyholders may be deemed to be present in person and vote at such reconvened meeting are announced at the meeting at which the adjournment is taken. If the time, date and place of the reconvened meeting are not announced at the meeting at which the adjournment is taken, then the Secretary of the Company shall give written notice of the time, date and place of the reconvened meeting not less than twenty (20) days prior to the date of the reconvened meeting. At the reconvened meeting, the Members may transact any business that might have been transacted at the original meeting. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of such meeting; provided, however, that the Board of Directors may fix a new record date for the reconvened meeting. If an adjournment is for more than thirty (30) days or if, after an adjournment, a new record date is fixed for the reconvened meeting, a notice of the reconvened meeting shall be given to each Member entitled to vote at the meeting.

Quorum and Adjournment. Except as otherwise provided by applicable law or by the Certificate or this Agreement, the Members Shareholders present in person or by proxy holding a majority of each class of the Outstanding LLC Interests outstanding Shares entitled to vote hereundervote, shall constitute a quorum at a meeting of MembersShareholders. The Chairman of the Board or the holders of a majority of each class of the LLC Interests Shares entitled to vote hereunder so represented may adjourn the meeting from time to time, whether or not there is such a quorum. The Members Shareholders present at a duly organized meeting at which a quorum is present in person or by proxy may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members Shareholders to leave less than a quorum. When a meeting is adjourned to another time and place, if any, unless otherwise provided by this Agreement, notice need not be given of the reconvened meeting if the date, time and place, if any, thereof and the means of remote communication, if any, by which Members Shareholders and proxyholders may be deemed to be present in person and vote at such reconvened meeting are announced at the meeting at which the adjournment is taken. If the time, date and place of the reconvened meeting are not announced at the meeting at which the adjournment is taken, then the Secretary of the Company shall give written notice of the time, date and place of the reconvened meeting not less than twenty (20) days prior to the date of the reconvened meeting. At the reconvened meeting, the Members Shareholders may transact any business that might have been transacted at the original meeting. A determination of Members Shareholders of record entitled to notice of or to vote at a meeting of Members Shareholders shall apply to any adjournment of such meeting; provided, however, that the Board of Directors may fix a new record date for the reconvened meeting. If an adjournment is for more than thirty (30) days or if, after an adjournment, a new record date is fixed for the reconvened meeting, a notice of the reconvened meeting shall be given to each Member Shareholder entitled to vote at the meeting.

Quorum and Adjournment. Except as otherwise provided by applicable law or by the Certificate or this Agreement, the Members Shareholders present in person or by proxy holding a majority of each class of the then Outstanding LLC Interests Shares entitled to vote hereundervote, shall constitute a quorum at a meeting of MembersShareholders. The Chairman or the holders of a majority of each class of the LLC Interests then Outstanding Shares entitled to vote hereunder so represented may adjourn the meeting from time to time, whether or not there is such a quorum. The Members Shareholders present at a duly organized meeting at which a quorum is present in person or by proxy may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members Shareholders to leave less than a quorum. When a meeting is adjourned to another time and place, if any, unless otherwise provided by this Agreement, notice need not be given of the reconvened meeting if the date, time and place, if any, thereof and the means of remote communication, if any, by which Members Shareholders and proxyholders may be deemed to be present in person and vote at such reconvened meeting are announced at the meeting at which the adjournment is taken. If the time, date and place of the reconvened meeting are not announced at the meeting at which the adjournment is taken, then the Secretary of the Company Sponsor shall give written notice of the time, date and place of the reconvened meeting not less than twenty (20) days prior to the date of the reconvened meeting. At the reconvened meeting, the Members Shareholders may transact any business that might have been transacted at the original meeting. A determination of Members Shareholders of record entitled to notice of or to vote at a meeting of Members Shareholders shall apply to any adjournment of such meeting; provided, however, that the Board of Directors may fix a new record date for the reconvened meeting. If an adjournment is for more than thirty (30) days or if, after an adjournment, a new record date is fixed for the reconvened meeting, a notice of the reconvened meeting shall be given to each Member Shareholder entitled to vote at the meeting.

Quorum and Adjournment. Except as otherwise provided by applicable law or by the Certificate or this Agreement, the Members Shareholders present in person or by proxy holding a majority of each class of the then Outstanding LLC Interests entitled Voting Shares, shall, subject to vote hereunderany applicable Share Designation, shall constitute a quorum at a meeting of MembersShareholders. The Chairman or the holders of a majority of each class of the LLC Interests entitled to vote hereunder then Outstanding Voting Shares so represented may adjourn the meeting from time to time, whether or not there is such a quorum. The Members Shareholders present at a duly organized meeting at which a quorum is present in person or by proxy may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members Shareholders to leave less than a quorum. When a meeting is adjourned to another time and place, if any, unless otherwise provided by this Agreement, notice need not be given of the reconvened meeting if the date, time and place, if any, thereof and the means of remote communication, if any, by which Members Shareholders and proxyholders may be deemed to be present in person and vote at such reconvened meeting are announced at the meeting at which the adjournment is taken. If the time, date and place of the reconvened meeting are not announced at the meeting at which the adjournment is taken, then the Secretary of the Company Sponsor shall give written notice of the time, date and place of the reconvened meeting not less than twenty (20) days prior to the date of the reconvened meeting. At the reconvened meeting, the Members Shareholders may transact any business that might have been transacted at the original meeting. A determination of Members Shareholders of record entitled to notice of or to vote at a meeting of Members Shareholders shall apply to any adjournment of such meeting; provided, however, that the Board of Directors may fix a new record date for the reconvened meeting. If an adjournment is for more than thirty (30) days or if, after an adjournment, a new record date is fixed for the reconvened meeting, a notice of the reconvened meeting shall be given to each Member Shareholder entitled to vote at the meeting.

Quorum and Adjournment. Except as otherwise provided by applicable law or by the Certificate or this Agreementof Incorporation, the Members present holders of shares of then-outstanding capital stock of the Corporation representing a majority of the then-outstanding shares entitled to vote generally at a meeting of stockholders, represented in person or by proxy holding a majority of each class of the Outstanding LLC Interests entitled to vote hereunderproxy, shall constitute a quorum at a meeting of Members. The Chairman stockholders, except that when specified business is to be voted on by a class or series of stock voting as a separate class or series, the holders of a majority of each the then-outstanding shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. Attendance of a person at a meeting for the express purpose of objecting, at the beginning of the LLC Interests meeting, to the transaction of any business because the meeting is not lawfully called or convened shall not constitute the presence of such person for the purposes of determining whether a quorum exists. The chairman of the meeting or the holders of shares representing a majority of the votes entitled to vote hereunder be cast by stockholders so represented present may adjourn the meeting from time to time, whether or not there is such a quorum. The Members present at a duly organized meeting at which a quorum is present in person or by proxy may continue to transact business until adjournment, notwithstanding No notice of the withdrawal of enough Members to leave less than a quorum. When a meeting is adjourned to another time and place, if any, unless otherwise provided by this Agreement, notice need not be given of the reconvened adjourned meeting if the date, time and place, if any, thereof and or the means of remote communication, if any, by which Members stockholders and proxyholders may be deemed to be present in person and vote at such reconvened adjourned meeting are announced at the meeting at which the adjournment is taken. If the time, date and place of the reconvened meeting are not announced at the meeting at which the adjournment is taken, then the Secretary of the Company shall give written notice of the time, date and place of the reconvened meeting not less than twenty (20) days prior to the date of the reconvened meeting. At the reconvened meeting, the Members may transact any business that might have been transacted at the original meeting. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of such meetingneed be given except as required by law; provided, however, that if the Board date of Directors may fix a new record any adjourned meeting is more than 30 days after the date for which the reconvened meeting. If an adjournment is for more than thirty (30) days meeting was originally noticed, or if, after an adjournment, if a new record date is fixed for the reconvened adjourned meeting, a notice of the reconvened place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting shall be given in conformity herewith. The stockholders present at a duly called meeting at which a quorum is present may continue to each Member entitled transact business until adjournment, notwithstanding the withdrawal of enough stockholders to vote at the meetingleave less than a quorum.

Quorum and Adjournment. Except as Unless otherwise provided in the Certificate of Incorporation or these Bylaws or required by applicable law or by law, holders of a majority of the Certificate or this Agreementvoting power of the issued and outstanding shares of capital stock of the Corporation entitled to vote at the meeting, the Members present in person or represented by proxy holding a majority of each class of the Outstanding LLC Interests entitled to vote hereunderproxy, shall constitute a quorum for the transaction of business at a all meetings of stockholders. If such quorum is not so present or represented at any meeting of Members. The Chairman stockholders, then the chairman of the meeting or the holders of a majority of each class in voting power of the LLC Interests entitled shares present in person or represented by proxy at the meeting shall have power to vote hereunder so represented may adjourn the meeting from time to time, whether or not there is such a quorum. The Members present at a duly organized meeting at which time until a quorum is so present in person or by proxy may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorumrepresented. When a meeting is adjourned to another time and or place, if any, unless otherwise provided by this Agreement, notice need not be given of the reconvened adjourned meeting if the date, time and place, if any, thereof of such adjourned meeting, and the means of remote communicationcommunications, if any, by which Members stockholders and proxyholders proxy holders may be deemed to be present in person and vote at such reconvened adjourned meeting are announced at the meeting at which the adjournment is taken. If the time, date and place of the reconvened meeting are not announced at the At such adjourned meeting at which the adjournment a quorum is taken, then the Secretary of the Company shall give written notice of the time, date and place of the reconvened meeting not less than twenty (20) days prior to the date of the reconvened meeting. At the reconvened meetingso present or represented, the Members Corporation may transact any business that which might have been transacted at the original meeting. A determination If the adjournment is for more than 30 days a notice of Members the adjourned meeting shall be given to each stockholder of record entitled to notice of or vote at the adjourned meeting. If after the adjournment a new record date for stockholders entitled to vote at a meeting of Members shall apply to any adjournment of such is fixed for the adjourned meeting; provided, however, that the Board of Directors may shall also fix a new record date for determining the reconvened meeting. If an adjournment is for more than thirty (30) days or if, after an adjournment, a new record date is fixed for the reconvened stockholders entitled to notice of such adjourned meeting, a and shall give notice of the reconvened adjourned meeting shall be given to each Member stockholder of record entitled to vote at such adjourned meeting as of the record date for notice of such adjourned meeting.

Quorum and Adjournment. Except as otherwise provided by applicable law or by the Certificate or this Agreement, the Members Partners present in person or by proxy holding Partnership Interests representing a majority of each class the voting rights of the Outstanding LLC outstanding Partnership Interests entitled to vote hereunderat the meeting, shall constitute a quorum at a meeting of MembersPartners. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. The Chairman of the Board or the holders of Partnership Interests representing a majority of each class the voting rights of the LLC Partnership Interests entitled to vote hereunder so represented may adjourn the meeting from time to time, whether or not there is such a quorum. The Members Partners present at a duly organized meeting at which a quorum is present in person or by proxy may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members Partners to leave less than a quorum. When a meeting is adjourned to another time and place, if any, unless otherwise provided by this Agreement, notice need not be given of the reconvened meeting if the date, time and place, if any, thereof and the means of remote communication, if any, by which Members Partners and proxyholders may be deemed to be present in person and vote at such reconvened meeting are announced at the meeting at which the adjournment is taken. If the time, date and place of the reconvened meeting are not announced at the meeting at which the adjournment is taken, then the Secretary of the Company shall give written notice of the time, date and place of the reconvened meeting not less than twenty (20) days prior to the date of the reconvened meeting. At the reconvened meeting, the Members Partners may transact any business that might have been transacted at the original meeting. A determination of Members Partners of record entitled to notice of or to vote at a meeting of Members Partners shall apply to any adjournment of such meeting; provided, however, that the General Partner or the Board of Directors may fix a new record date for the reconvened meeting. If an adjournment is for more than thirty (30) days or if, after an adjournment, a new record date is fixed for the reconvened meeting, a notice of the reconvened meeting shall be given to each Member Partner entitled to vote at the meeting.

Quorum and Adjournment. Except as otherwise provided by applicable law or by the Certificate or this Agreement, the Members Partners present in person or by proxy holding Partnership Interests representing a majority of each class the voting rights of the Outstanding LLC outstanding Partnership Interests entitled to vote hereunderat the meeting, shall constitute a quorum at a meeting of MembersPartners. A quorum, once established, shall not be broken by the withdrawal of enough votes to leave less than a quorum. The Chairman of the Board or the holders of Partnership Interests representing a majority of each class the voting rights of the LLC Partnership Interests entitled to vote hereunder so represented may adjourn the meeting from time to time, whether or not there is such a quorum. The Members Partners present at a duly organized meeting at which a quorum is present in person or by proxy may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members Partners to leave less than a quorum. When a meeting is adjourned to another time and place, if any, unless otherwise provided by this Agreement, notice need not be given of the reconvened meeting if the date, time and place, if any, thereof and the means of remote communication, if any, by which Members Partners and proxyholders may be deemed to be present in person and vote at such reconvened meeting are announced at the meeting at which the adjournment is taken. If the time, date and place of the reconvened meeting are not announced at the meeting at which the adjournment is taken, then the Secretary of the Company shall give written notice of the time, date and place of the reconvened meeting not less than twenty (20) days prior to the date of the reconvened meeting. At the reconvened meeting, the Members Partners may transact any business that might have been transacted at the original meeting. A determination of Members Partners of record entitled to notice of or to vote at a meeting of Members Partners shall apply to any adjournment of such meeting; provided, however, that the General Partner or the Board of Directors may fix a new record date for the reconvened meeting. If an adjournment is for more than thirty (30) days or if, after an adjournment, a new record date is fixed for the reconvened meeting, a notice of the reconvened meeting shall be given to each Member Partner entitled to vote at the meeting.

Quorum and Adjournment. Except as otherwise provided by applicable law or by the Certificate or this Agreement, the Members present holding a majority of the voting power of the outstanding LLC Interests of the Company (the "REQUIRED LLC INTERESTS"), represented in person or by proxy holding a majority of each class of the Outstanding LLC Interests entitled to vote hereunderproxy, shall constitute a quorum at a meeting of Members. The Chairman of the Board or the holders holder of a majority of each class the voting power of the LLC Interests entitled to vote hereunder so represented may adjourn the meeting from time to time, whether or not there is such a quorum. Special meetings of the Members may be called at any time only by the Secretary either at the direction of the Board of Directors pursuant to a resolution adopted by the Board of Directors or by the Chairman of the Board. The Members present at a duly organized meeting at which a quorum is present in person or by proxy may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. When a meeting is adjourned to another time and place, if any, unless otherwise provided by this Agreement, notice need not be given of the reconvened meeting if the date, time and place, if any, thereof and the means of remote communication, if any, by which Members and proxyholders may be deemed to be present in person and vote at such reconvened meeting are announced at the meeting at which the adjournment is taken. If the time, date and place of the reconvened meeting are not announced at the meeting at which the adjournment is taken, then the Secretary of the Company shall give written notice of the time, date and place of the reconvened meeting not less than twenty (20) days prior to the date of the reconvened meeting. At the reconvened meeting, the Members may transact any business that might have been transacted at the original meeting. A determination of Members of record entitled to notice of or to vote at a meeting of Members shall apply to any adjournment of such meeting; provided, however, that the Board of Directors may fix a new record date for the reconvened meeting. If an adjournment is for more than thirty (30) days or if, after an adjournment, a new record date is fixed for the reconvened meeting, a notice of the reconvened meeting shall be given to each Member entitled to vote at the meeting.