Common use of Quorum and Adjournment Clause in Contracts

Quorum and Adjournment. Except as set forth below, the holders of a ---------------------- majority in voting interest of capital stock of the corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law, these Bylaws or the Certificate of Incorporation. Notwithstanding the above, holders of a majority of the voting interest of the corporation's Class A Common Stock, Class B Common Stock or Class C Common Stock, as the case may be, shall each constitute a quorum for the holding of a meeting of stockholders of such class(es) for the sole purpose of electing or removing without cause the director or directors that such class(es) has the right to elect or to fill a vacancy or a newly created directorship which such class has a right to fill. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Quorum and Adjournment. Except as set forth below, the The holders of a ---------------------- majority in voting interest of capital stock of the corporation shares of stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law, these Bylaws law or by the Certificate of Incorporation. Notwithstanding ; provided, however, that the abovestockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum, holders of if any action taken (other than adjournment) is approved by at least a majority of the voting interest of the corporation's Class A Common Stock, Class B Common Stock or Class C Common Stock, as the case may be, shall each shares required to constitute a quorum for the holding of a meeting of stockholders of such class(es) for the sole purpose of electing or removing without cause the director or directors that such class(es) has the right to elect or to fill a vacancy or a newly created directorship which such class has a right to fillquorum. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

Quorum and Adjournment. (1) Except as set forth belowotherwise required by law, the Certificate (including any certificate of designation relating to any series of Preferred Stock) or these Bylaws, at any meeting of stockholders, the holders of a ---------------------- majority in of the voting interest power of all of the shares of capital stock of the corporation entitled to vote thereatvote, present in person or represented by proxy, shall constitute a quorum for holding all meetings the transaction of stockholdersbusiness. Where a separate vote by a class or classes or series or series is required, except as otherwise provided by applicable law, these Bylaws or the Certificate of Incorporation. Notwithstanding the above, holders of a majority of the voting interest power of the corporation's Class A Common Stockoutstanding shares of such class or classes or series or series, Class B Common Stock present in person or Class C Common Stock, as the case may beby represented by proxy, shall each constitute a quorum for entitled to take action with respect to that vote on that matter. (2) To the holding of fullest extent permitted by law, when a meeting of stockholders of such class(es) for the sole purpose of electing is adjourned to another time or removing without cause the director place (including an adjournment taken to address a technical failure to convene or directors that such class(es) has the right to elect or to fill continue a vacancy or a newly created directorship which such class has a right to fill. If it shall appear that such quorum is meeting using remote communication), notice need not present or represented at any meeting of stockholders, the Chairman be given of the adjourned meeting shall have if the power time and place, if any, thereof, and the means of remote communication, if any, by which the stockholders and proxy holders may be deemed to adjourn be present in person and vote at such adjourned meeting are (i) announced at the meeting from at which the adjournment is taken, (ii) displayed, during the time to time, without notice other than announcement at scheduled for the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at on the same electronic network used to enable stockholders and proxy holders to participate in the meeting as originally noticed. If by means of remote communication or (iii) set forth in the notice of meeting given in accordance with Article 1, Section 3 of these Bylaws; provided, however, that if the adjournment is for more than thirty (30) days30 days then notice of the place, or if after the adjournment a new record any, date is fixed for the adjourned meeting, a notice and time of the adjourned meeting and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting, shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 213(a) of the DGCL, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Quorum and Adjournment. Except as set forth belowotherwise provided by law or by the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the holders of a ---------------------- majority in voting interest of the votes entitled to be cast by the holders of all of the then-outstanding shares of capital stock of the corporation Corporation entitled to vote thereatgenerally in the election of directors, present represented in person or represented by proxy, shall constitute a quorum for holding all meetings at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as otherwise provided by applicable lawa class, these Bylaws or the Certificate of Incorporation. Notwithstanding the above, holders of a majority of the voting interest shares of the corporation's Class A Common Stock, Class B Common Stock such class or Class C Common Stock, as the case may be, series shall each constitute a quorum of such class or series for the holding of a meeting of stockholders transaction of such class(es) for the sole purpose of electing or removing without cause the director or directors that such class(es) has the right to elect or to fill a vacancy or a newly created directorship which such class has a right to fillbusiness. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman The chairman of the meeting shall have or the power to holders of a majority of the votes so represented may adjourn the meeting from time to time, without whether or not there is such a quorum. No notice other than announcement at of the meeting, until a quorum shall time and place of adjourned meetings need be present or representedgiven except as required by law. At any such adjourned meeting at which a quorum the requisite amount of stock entitled to vote shall be present or represented, any business may be transacted which that might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record but only those stockholders entitled to vote at the meetingmeeting as originally noticed shall be entitled to vote at any adjournment or adjournments thereof. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

Quorum and Adjournment. Except as set forth below, 3.1 At any such meeting one or more persons present holding Notes or being proxies or representatives and holding or representing in the holders aggregate not less than one-tenth in principal amount of a ---------------------- majority in voting interest such Notes for the time being outstanding shall (except for the purpose of capital stock of the corporation entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law, these Bylaws or the Certificate of Incorporation. Notwithstanding the above, holders of a majority of the voting interest of the corporation's Class A Common Stock, Class B Common Stock or Class C Common Stock, as the case may be, shall each constitute passing an Extraordinary Resolution) form a quorum for the holding transaction of business and no business (other than the choosing of a chairman) shall be transacted at any meeting unless the requisite quorum be present at the commencement of stockholders business. The quorum at any such meeting for passing an Extraordinary Resolution shall (subject as provided below) be one or more persons present in person holding Notes or being proxies or representatives and holding or representing in the aggregate a clear majority in principal amount of such class(es) Notes for the sole purpose time being outstanding provided that at any meeting the business of electing which includes any of the matters specified in the proviso to paragraph 5 (Powers of Meetings) hereof the quorum will be one or removing without cause more persons present in person holding such Notes or being proxies or representatives and holding or representing in the director or directors that aggregate not less than three-quarters in principal amount of such class(es) has Notes for the right to elect or to fill time being outstanding. 3.2 If within half an hour from the time appointed for any such meeting a vacancy or a newly created directorship which such class has a right to fill. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall, if convened upon the requisition of Noteholders, be dissolved. In any other case it shall be adjourned for such period, not being less than 14 days nor more than forty-two days, as may be appointed by the chairman either at or after the meeting. Save as otherwise provided in paragraph 5 (Powers of Meetings) hereof, at such adjourned meeting one or more persons present in person holding Notes or being proxies or representatives shall form a quorum and shall have the power to adjourn pass any resolution and to decide upon all matters which could properly have been dealt with at the meeting from time to time, without notice other than announcement at which the meeting, until adjournment took place had a quorum shall be been present or represented. At at such meeting; provided that at any adjourned meeting at which a is to be proposed an Extraordinary Resolution for the purpose of effecting any of the modifications specified in the proviso to paragraph 5 (Powers of meetings) the quorum shall be one or more persons so present holding Notes or represented, being proxies or representatives and holding or representing in the aggregate not less than one quarter in principal amount of the Notes for the time being outstanding. 3.3 The chairman may with the consent of (and shall if directed by) any meeting adjourn the same from time to time and from place to place but no business may shall be transacted at any adjourned meeting except business which might lawfully have been transacted at the meeting as originally noticed. If from which the adjournment is for more than thirty (30) took place. 3.4 At least 10 days, or if after the adjournment a new record date is fixed for the adjourned meeting, a ’ notice of the any meeting adjourned meeting through want of a quorum shall be given in the same manner as for an original meeting and such notice shall state the quorum required at such adjourned meeting. Subject as aforesaid it shall not be necessary to each stockholder give any notice of record entitled to vote at the an adjourned meeting.

Quorum and Adjournment. Except as set forth belowotherwise provided by applicable law or the certificate of incorporation, the holders of a ---------------------- majority in of the total voting interest power of all classes of the then-outstanding capital stock of the corporation entitled to vote thereat, present represented in person or represented by proxy, shall constitute a quorum for holding all at meetings of stockholders, except that when specified business is to be voted on by a class or series of stock voting as otherwise provided by applicable lawa class, these Bylaws or the Certificate of Incorporation. Notwithstanding the above, holders of a majority of the voting interest then-outstanding shares of the corporation's Class A Common Stock, Class B Common Stock such class or Class C Common Stock, as the case may be, series shall each constitute a quorum of such class or series for the holding of a meeting of stockholders transaction of such class(es) for the sole purpose of electing or removing without cause the director or directors that such class(es) has the right to elect or to fill a vacancy or a newly created directorship which such class has a right to fillbusiness. If it shall appear that such a quorum is not present or represented at any meeting of the stockholders, the Chairman chairman of the meeting or the holders of a majority of the total voting power of the stock so present shall have the power to adjourn the meeting from time to time. No notice of the time and place of adjourned meetings need be given except as required by law; provided, without notice other than announcement at however, that if the meeting, until a quorum shall be present or represented. At such date of any adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) daysdays after the date for which the meeting was originally noticed, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of (i) the place, if any, date and time of the adjourned meeting, (ii) the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting and (iii) the general nature of the business to be considered shall be given in conformity herewith. The stockholders present at a duly called meeting at which a quorum is present may continue to each stockholder transact business until adjournment, notwithstanding the withdrawal of record entitled enough stockholders to vote at the meetingleave less than a quorum.

Quorum and Adjournment. Except as set forth belowotherwise provided by applicable law or by the Charter, the holders of a ---------------------- majority in of the voting interest power of the outstanding shares of capital stock of the corporation Corporation entitled to vote thereatin a general vote of stockholders of the Corporation as a single class with shares of common stock of the Corporation (the “Voting Stock”), present represented in person or by proxy, shall constitute a quorum at a meeting of Stockholders; provided, however, that (i) in the election of Directors of the Corporation (“Directors”), the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of Directors, represented in person or by proxy, shall constitute a quorum at a meeting of Stockholders for the election of Directors and (ii) when specified business is to be voted on by a class or series voting as a class, the holders of a majority of the voting power of the shares of such class or series, represented in person or by proxy, shall constitute a quorum for holding all meetings the transaction of stockholders, except as otherwise provided by applicable law, these Bylaws such business. The Chairman of the Board (the “Chairman”) or the Certificate of Incorporation. Notwithstanding the above, holders of a majority of the voting interest power of the corporation's Class A Common Stock, Class B Common shares of Voting Stock or Class C Common Stock, as the case so represented may be, shall each constitute a quorum for the holding of a meeting of stockholders of such class(es) for the sole purpose of electing or removing without cause the director or directors that such class(es) has the right to elect or to fill a vacancy or a newly created directorship which such class has a right to fill. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until whether or not there is such a quorum shall (or, in the case of specified business to be present voted on by a class or represented. At series, the Chairman or the holders of a majority of the voting power of the shares of such adjourned meeting at which a quorum shall be present class or represented, any business series so represented may be transacted which might have been transacted at adjourn the meeting as originally noticedwith respect to such specified business). If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a No notice of the time and place of adjourned meeting shall meetings need be given except as required by applicable law. The Stockholders present at a duly organized meeting may continue to each stockholder transact business until adjournment, notwithstanding the withdrawal of record entitled enough Stockholders to vote at the meetingleave less than a quorum.

Quorum and Adjournment. Except as set forth belowotherwise provided by law or by the Certificate of Incorporation, the holders of at least a ---------------------- majority in voting interest of capital stock of the corporation voting power of the outstanding shares of the Corporation entitled to vote thereatat the meeting, present in person or represented by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series voting separately as a class or series, the holders of at least a majority of the voting power of the outstanding shares of such class or series, present in person or represented by proxy, shall constitute a quorum for holding all meetings the transaction of stockholders, except as otherwise provided by applicable law, these Bylaws or the Certificate of Incorporation. Notwithstanding the above, holders of a majority of the voting interest of the corporation's Class A Common Stock, Class B Common Stock or Class C Common Stock, as the case may be, shall each constitute a quorum such business for the holding purposes of a meeting of stockholders of taking action on such class(es) for the sole purpose of electing or removing without cause the director or directors that such class(es) has the right to elect or to fill a vacancy or a newly created directorship which such class has a right to fillbusiness. If it shall appear that If, however, such quorum is shall not be present or represented at any meeting of the stockholders, the Chairman chairman of the meeting or the stockholders so present, by the affirmative vote of the holders of a majority in voting power of the shares of the Corporation which are present in person or represented by proxy and entitled to vote thereon, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such an adjourned meeting at which a quorum shall be present or represented, any business may be transacted which that might have been transacted at the meeting as originally noticed. If No notice of the time and place of adjourned meetings need be given provided such adjournment is for more less than thirty (30) days, or if after the adjournment a days and further provided that no new record date is fixed for the adjourned meetingmeeting and provided further that the time or place, a notice if any, of the adjourned meeting shall be given to each stockholder of record entitled to vote is announced at the meetingmeeting at which the adjournment is taken or are provided in any other manner permitted by the General Corporation Law of the State of Delaware (the “DGCL”).

Quorum and Adjournment. Except as set forth below, the The holders of a ---------------------- majority in voting interest of capital stock of the corporation stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum for holding all meetings of stockholders, except as otherwise provided by applicable law, these Bylaws law or by the Certificate of Incorporation. Notwithstanding ; provided, however, that the abovestockholders present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment notwithstanding the withdrawal of enough stockholders to leave less than a quorum, holders of if any action taken (other than adjournment) is approved by at least a majority of the voting interest of the corporation's Class A Common Stock, Class B Common Stock or Class C Common Stock, as the case may be, shall each shares required to constitute a quorum for the holding of a meeting of stockholders of such class(es) for the sole purpose of electing or removing without cause the director or directors that such class(es) has the right to elect or to fill a vacancy or a newly created directorship which such class has a right to fillquorum. If it shall appear that such quorum is not present or represented at any meeting of stockholders, the Chairman of the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. The Chairman of the meeting may determine that a quorum is present based upon any reasonable evidence of the presence in person or by proxy of stockholders holding a majority of the outstanding votes, including without limitation, evidence from any record of stockholders who have signed a register indicating their presence at the meeting.

Quorum and Adjournment. Except as set forth belowUnless otherwise provided in the Certificate of Incorporation or these Bylaws or required by applicable law, the holders of a ---------------------- majority in of the voting interest power of the issued and outstanding shares of capital stock of the corporation Corporation entitled to vote thereatat the meeting, present in person or represented by proxy, shall constitute a quorum for holding the transaction of business at all meetings of stockholders, except as otherwise provided by applicable law, these Bylaws or the Certificate of Incorporation. Notwithstanding the above, holders of a majority of the voting interest of the corporation's Class A Common Stock, Class B Common Stock or Class C Common Stock, as the case may be, shall each constitute a quorum for the holding of a meeting of stockholders of such class(es) for the sole purpose of electing or removing without cause the director or directors that such class(es) has the right to elect or to fill a vacancy or a newly created directorship which such class has a right to fill. If it shall appear that such quorum is not so present or represented at any meeting of stockholders, then the Chairman chairman of the meeting or the holders of a majority in voting power of the shares present in person or represented by proxy at the meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, time until a quorum shall be is so present or represented. When a meeting is adjourned to another time or place, if any, notice need not be given of the adjourned meeting if the time and place, if any, of such adjourned meeting, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At such adjourned meeting at which a quorum shall be is so present or represented, the Corporation may transact any business may be transacted which might have been transacted at the meeting as originally noticedoriginal meeting. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, 30 days a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the adjourned meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall also fix a new record date for determining the stockholders entitled to notice of such adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date for notice of such adjourned meeting.