Common use of Quorum and Manner of Acting Clause in Contracts

Quorum and Manner of Acting. Subject to Section 4.10, a quorum for a meeting of the Directors shall consist of a majority of the total number of Directors established from time to time in accordance with Section 4.2. If at any meeting of the Directors there be less than a quorum present, a majority of the Directors present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of the Directors, a quorum being present, the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all votes, decisions, acts or other determinations to be made or taken by the Directors, including with respect to the matters addressed in Sections 4.1, 4.2, 4.10, 4.11, 4.12, 7.1, 7.3, 7.6, 7.8, 8.1, 8.2, 9.1, 9.4, 9.5 and 9.6, except only as provided in Section 11.1(a) or unless the vote of a greater number is otherwise expressly and affirmatively required by the Iowa Act with respect to the particular matter in question and the Iowa Act expressly and affirmatively provides that such voting requirement cannot be varied, waived or altered notwithstanding the express intent, desire and agreement of the Members as expressed in this paragraph that the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all matters presented to or otherwise determined by the Directors. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting and without any notice if the action is taken by at least seventy-five percent (75%) of the total number of Directors then in office and if one or more written consents or written actions describing the action so taken shall be signed by such Directors. Any such written consent or written action shall be effective when the last such Director signs the written consent or written action, unless the written consent or written action specifies a different effective date. Any such written consent or written action shall be placed in the minute book of the Company or otherwise retained in the records of the Company. The Company shall give notice of the taking of action without a meeting of the Directors by less than unanimous consent of the Directors to each Director who did not execute the written consent or written action in question, and which notice may be effectuated by giving a copy of such written consent or written action to each Director who did not sign the written consent or written action. Any written consent or written action of the Directors may be executed in counterparts, and may be given and received by the Company and any or all of the Directors by any form of electronic transmission as provided in Section 13.1.

Quorum and Manner of Acting. Subject to Section 4.10, a quorum for a meeting of the Directors shall consist of a majority of the total number of Directors established from time to time in accordance with Section 4.2. If at any meeting of the Directors there be less than a quorum present, a majority of the Directors present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of the Directors, a quorum being present, the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all votes, decisions, acts or other determinations to be made or taken by the Directors, including with respect to the matters addressed in Sections 4.1, 4.2, 4.10, 4.11, 4.12, 7.1, 7.3, 7.6, 7.8, 8.1, 8.2, 9.1, 9.4, 9.5 and 9.6Article IX, except only as provided in Section 11.1(a) or unless the vote of a greater number is otherwise expressly and affirmatively required by the Iowa Act with respect to the particular matter in question and the Iowa Act expressly and affirmatively provides that such voting requirement cannot be varied, waived or altered notwithstanding the express intent, desire and agreement of the Members as expressed in this paragraph that the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all matters presented to or otherwise determined by the Directors. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting and without any notice if the action is taken by at least seventy-five percent (75%) of the total number of Directors then in office and if one or more written consents or written actions describing the action so taken shall be signed by such Directors. Any such written consent or written action shall be effective when the last such Director signs the written consent or written action, unless the written consent or written action specifies a different effective date. Any such written consent or written action shall be placed in the minute book of the Company or otherwise retained in the records of the Company. The Company shall give notice of the taking of action without a meeting of the Directors by less than unanimous consent of the Directors to each Director who did not execute the written consent or written action in question, and which notice may be effectuated by giving a copy of such written consent or written action to each Director who did not sign the written consent or written action. Any written consent or written action of the Directors may be executed in counterparts, and may be given and received by the Company and any or all of the Directors by any form of electronic transmission as provided in Section 13.1.

Quorum and Manner of Acting. Subject to Section 4.10, a quorum for a meeting of the Directors shall consist of a majority of the total number of Directors established from time to time in accordance with Section 4.2. If at any meeting of the Directors there be less than a quorum present, a majority of the Directors present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of the Directors, a quorum being present, the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all votes, decisions, acts or other determinations to be made or taken by the Directors, including with respect to the matters addressed in Sections 4.1, 4.2, 4.10, 4.11, 4.12, 7.1, 7.3, 7.6, 7.8, 8.1, 8.2, 9.1, 9.4, 9.5 and 9.6, except only as provided in Section 11.1(a) or unless the vote of a greater number is otherwise expressly and affirmatively required by the Iowa Act with respect to the particular matter in question and the Iowa Act expressly and HB: 4837-9580-7915.3 affirmatively provides that such voting requirement cannot be varied, waived or altered notwithstanding the express intent, desire and agreement of the Members as expressed in this paragraph that the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all matters presented to or otherwise determined by the Directors. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting and without any notice if the action is taken by at least seventy-five percent (75%) of the total number of Directors then in office and if one or more written consents or written actions describing the action so taken shall be signed by such Directors. Any such written consent or written action shall be effective when the last such Director signs the written consent or written action, unless the written consent or written action specifies a different effective date. Any such written consent or written action shall be placed in the minute book of the Company or otherwise retained in the records of the Company. The Company shall give notice of the taking of action without a meeting of the Directors by less than unanimous consent of the Directors to each Director who did not execute the written consent or written action in question, and which notice may be effectuated by giving a copy of such written consent or written action to each Director who did not sign the written consent or written action. Any written consent or written action of the Directors may be executed in counterparts, and may be given and received by the Company and any or all of the Directors by any form of electronic transmission as provided in Section 13.1.

Quorum and Manner of Acting. Subject to Section 4.10(a) Except as otherwise expressly provided in this Agreement, a quorum for a meeting of (i) the Directors shall consist presence (in person or by telephone) of a majority of the total number of Directors established from Managers (excluding, for the avoidance of doubt, the Non-Voting Appointee) shall constitute a quorum for the transaction of business and (ii) the affirmative vote of at least a majority of the Managers (excluding, for the avoidance of doubt, the Non-Voting Appointee) present at a meeting at which a quorum exists shall be the act of the Board of Managers. When a meeting is adjourned to another time to or place (whether or not a quorum is present), notice need not be given of the adjourned meeting if the time in accordance with Section 4.2and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Board of Managers may transact any business which might have been transacted at the original meeting. If a quorum shall not be present at any meeting of the Directors there be less than a quorum presentBoard of Managers, a majority of the Directors Managers present thereat may adjourn the meeting meeting, from time to time time, without notice other than announcement at the meeting, until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings The Chairman of the DirectorsBoard of Managers shall appoint a person to act as secretary of each meeting of the Board of Managers and keep the minutes thereof. Any Manager (excluding, a quorum being presentfor the avoidance of doubt, the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect Non-Voting Appointee) may designate another individual to all votes, decisions, acts or other determinations to be made or taken by the Directors, including with respect to the matters addressed in Sections 4.1, 4.2, 4.10, 4.11, 4.12, 7.1, 7.3, 7.6, 7.8, 8.1, 8.2, 9.1, 9.4, 9.5 and 9.6, except only as provided in Section 11.1(a) or unless the vote of a greater number is otherwise expressly and affirmatively required by the Iowa Act with respect to the particular matter in question and the Iowa Act expressly and affirmatively provides that such voting requirement cannot be varied, waived or altered notwithstanding the express intent, desire and agreement of the Members as expressed in this paragraph that the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all matters presented to or otherwise determined by the Directors. Any action required or permitted to be taken at attend a meeting of the Directors may Board of Managers and such individual shall have the full power and authority to take any action which such Manager would otherwise be taken without a meeting and without entitled to take. (b) Without limiting the generality of Section 5.02(a), except as otherwise expressly provided in this Agreement or any notice if Related Document, the action is taken by at least seventy-five percent (75%) actions set forth on Annex A hereto shall require the approval of the total number Board of Directors then in office Managers and if one or more written consents or written actions describing the action so taken shall be signed by such Directors. Any such written consent or written action shall be effective when subject to the last such Director signs the written consent or written action, unless the written consent or written action specifies a different effective date. Any such written consent or written action shall be placed in the minute book approval rights of the Company or otherwise retained in the records of the Company. The Company shall give notice of the taking of action without a meeting of the Directors by less than unanimous consent of the Directors to each Director who did not execute the written consent or written action in question, and which notice may be effectuated by giving a copy of such written consent or written action to each Director who did not sign the written consent or written action. Any written consent or written action of the Directors may be executed in counterparts, and may be given and received by the Company and any or all of the Directors by any form of electronic transmission Limited as provided in Section 13.1.indicated on Annex A.

Quorum and Manner of Acting. Subject to Section 4.10, a quorum for a meeting of the Directors shall consist of a (1) A majority of the total number directors then in office (or who are members of Directors established from time to time any committee of the Board) shall be present in accordance with Section 4.2. If person at any meeting of the Directors there be less than Board (or a committee thereof, as the case may be) in order to constitute a quorum presentfor the transaction of business at such meeting, and the vote of a majority of those directors, or members of such committee, present at any such meeting at which a quorum is present shall be necessary for the passage of any resolution or act of the Board or such committee, except as otherwise expressly required by this Agreement. In the absence of a quorum for any such meeting, a majority of the Directors directors present thereat may adjourn the such meeting from time to time until a quorum shall be present. Notice of . (2) Prior to the Investor Option Closing, any adjourned meeting need not be given. At all meetings decision on behalf of the DirectorsCompany as to any matter that concerns the Company, a quorum being presenton the one hand, and Services, on the other hand, arising out of, relating to, or in connection with, the act of a majority interpretation, performance, nonperformance, validity, breach or termination of the total number Asset Sale Agreement, the Research and Development Agreement or any of Directors then in office the Ancillary Agreements or the transactions contemplated thereby (including waivers, consents, amendments, etc.), shall be the act made by a special committee of the board of directors of the Company, consisting of five (5) members, three (3) of whom shall be Investor Directors with respect and two (2) of whom shall be Motient Directors; provided, that, as long as Motient or Services is not in Bankruptcy, the foregoing provision shall not apply to all votes, decisions, acts or other determinations to be made or taken decisions regarding assignments by the DirectorsCompany of rights or obligations under such agreements. Without limiting the foregoing, including the determination as to whether, when and how the Company exercises its rights with respect to the matters addressed in Sections 4.1, 4.2, 4.10, 4.11, 4.12, 7.1, 7.3, 7.6, 7.8, 8.1, 8.2, 9.1, 9.4, 9.5 and 9.6, except only as provided in Section 11.1(a) or unless closing of the vote of a greater number is otherwise expressly and affirmatively required transactions contemplated by the Iowa Act Asset Sale Agreement shall be made, in its sole discretion, by the Required Investor Majority, and Motient agrees to cause the Company to follow the instructions of the Required Investor Majority with respect regard to the particular matter in question and the Iowa Act expressly and affirmatively provides that such voting requirement cannot be varied, waived or altered notwithstanding the express intent, desire and agreement of the Members as expressed in this paragraph that the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all matters presented to or otherwise determined by the Directors. Any action required or permitted steps to be taken at a meeting of the Directors may be taken without a meeting and without any notice if the action is taken by at least seventy-five percent (75%) of the total number of Directors then in office and if one or more written consents or written actions describing the action so taken shall be signed by such Directors. Any such written consent or written action shall be effective when the last such Director signs the written consent or written action, unless the written consent or written action specifies a different effective date. Any such written consent or written action shall be placed in the minute book of the Company or otherwise retained in the records of the Company. The Company shall give notice of the taking of action without a meeting of the Directors by less than unanimous consent of the Directors to each Director who did not execute the written consent or written action in question, and which notice may be effectuated by giving a copy of such written consent or written action to each Director who did not sign the written consent or written action. Any written consent or written action of the Directors may be executed in counterparts, and may be given and received by the Company and any or all of the Directors by any form of electronic transmission as provided in Section 13.1connection therewith.

Quorum and Manner of Acting. Subject to Section 4.10, a quorum for a meeting of the Directors shall consist of a majority of the total number of Directors established from time to time in accordance with Section 4.2. If at any meeting of the Directors there be less than a quorum present, a majority of the Directors present may adjourn the meeting from time to time until a quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of the Directors, a quorum being present, the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all votes, decisions, acts or other determinations to be made or taken by the Directors, including with respect to the matters addressed in Sections 4.1, 4.2, 4.10, 4.11, 4.12, 7.1, 7.37.2, 7.6, 7.87.4, 8.1, 8.2, 9.1, 9.4, 9.5 and 9.6, except only as provided in Section 11.1(a) or unless the vote of a greater number is otherwise affirmatively and expressly and affirmatively required by the Iowa Act or other applicable law with respect to the particular matter in question and the Iowa Act expressly and affirmatively provides that such voting requirement cannot be varied, waived or altered notwithstanding the express intent, desire and agreement of the Members as expressed in this paragraph that the act of a majority of the total number of Directors then in office shall be the act of the Directors with respect to all matters presented to or otherwise determined by the Directors. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting and without any notice if the action is taken by at least seventy-five percent (75%) of the total number of Directors then in office and if one or more written consents or written actions describing the action so taken shall be signed by such Directors. Any such written consent or written action shall be effective when the last such Director signs the written consent or written action, unless the written consent or written action specifies a different effective date. Any such written consent or written action shall be placed in the minute book of the Company or otherwise retained in the records of the Company. The Company shall promptly give notice of the taking of action without a meeting of the Directors by less than unanimous consent of the Directors to each Director who did not execute the written consent or written action in question, and which notice may be effectuated by giving a copy of each such written consent or written action to each Director who did not sign the written consent or written actionaction in question. Any written consent or written action of the Directors may be executed in counterparts, and may be given and received by the Company and any or all of the Directors by any form of electronic transmission as provided in Section 13.112.1.