Common use of Quorum; Manner of Acting Clause in Contracts

Quorum; Manner of Acting. (a) A majority of the Managers serving on the Board present in person or by proxy shall constitute a quorum for the transaction of business of the Board. At all times when the Board is conducting business at a meeting of the Board, a quorum of the Board must be present at such meeting. If a quorum shall not be present at any meeting of the Board, then the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (b) Any Manager may participate in a meeting of the Board by means of telephone or video conference or other communications device that permits all Managers participating in the meeting to hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. A Manager may vote or be present at a meeting either in person or by proxy, and such proxy may be granted in writing, by means of Electronic Transmission, or as otherwise permitted by Applicable Law. (c) Each Manager shall have one vote on all matters submitted to the Board or any committee thereof. Except as specifically provided otherwise in this Agreement, with respect to any matter before the Board, the affirmative act of a majority of the Managers in attendance at any meeting of the Board at which a quorum is present shall be the act of the Board, provided, however, that for so long as any Exchangeable Shares remain outstanding, the Manager designated by Canopy Sub to the Board shall not be permitted to vote on the following matters: (i) the annual business plan of the Company setting forth for the subsequent 12-month period, broken-down by month: (i) a description of proposed operations of the Company and its Subsidiaries; (ii) a forecast for the Company and its Subsidiaries that includes, among other things,: (A) an income statement; (B) a cash flow statement; (C) a balance sheet; and (D) a capital expenditure plan; and (iii) such other matters as the Company may reasonably consider to be necessary to illustrate the results intended to be achieved by the Company during such 12-month period; (ii) decisions regarding the executive officers of the Company and its Subsidiaries, including the Officers; (iii) increasing the compensation, bonus levels or other benefits payable to any current, former or future employees of the Company or any of its Subsidiaries or any current, former or future manager of the Company or any of its Subsidiaries; (iv) any other executive compensation plan matters of the Company or any of its Subsidiaries, including entering into any deferred compensation or other similar agreement (or amend any such existing agreement) with any current, former or future employee of the Company or any of its Subsidiaries or any current former or future manager of the Company or any of its Subsidiaries or approving or taking any action to accelerate the vesting of any compensation securities; (v) the exercise of the options to acquire Lemurian, Inc. pursuant to two option agreements dated May 17, 2022 between Canopy and/or a Subsidiary of the Company and the other parties named therein; and (vi) the exercise of the options to acquire all of the membership interests in Mountain High Products, LLC, The Cima Group, LLC and Wana Wellness, LLC pursuant to the three option agreements dated October 14, 2021 between Canopy, certain subsidiaries of the Company and the other parties named therein.

Quorum; Manner of Acting. (a) A The presence in person or by proxy of a number of Managers equal to a majority of the total number of Managers serving on the Board present in person or by proxy shall constitute a quorum for the transaction conduct of business at any meeting of the Board. At all times when the Board is conducting business at a meeting of the Board, a quorum of the Board must be present at If such meeting. If a quorum shall not be present at any meeting of the BoardBoard (a “Suspended Meeting”), then the Managers present at the meeting may shall adjourn the meeting from time and promptly give notice to timethe Managers of when it shall be reconvened (a “Reconvened Meeting”), without which notice other than announcement shall include a copy of the notice and agenda originally given with respect to such Suspended Meeting and, if applicable, specify in writing that the Board has invoked the procedures with respect to such Reconvened Meeting set forth in the following sentence. If such notice is given and the Reconvened Meeting is held at least 48 hours after the meeting, until Suspended Meeting at which a quorum was not present, then, at such Reconvened Meeting, the presence in person or by proxy of at least any two Managers shall be sufficient for a quorum to be present; provided, however, that the only business that may be conducted at such Reconvened Meeting is the business specifically set forth in the original agenda for the Suspended Meeting. (b) Any Manager may participate in a meeting of the Board or any Committee by means of telephone or video conference or other communications device that permits all Managers participating in the meeting to hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. A Manager may vote or be present at a meeting either in person or by proxy, and such proxy may be granted in writing, by means of Electronic Transmission, or as otherwise permitted by Applicable Lawaccordance with Section 7.05(d). (c) Each Manager shall have one vote on all matters submitted to the Board or any committee thereofCommittee; provided, however, that, notwithstanding anything herein to the contrary and without limitation of any other rights or remedies that may be available, if a Member is a Defaulting Member, any Managers appointed by it shall cease to have any voting rights on any matters voted on by the Board and any decision that requires the vote or approval of Managers appointed by such Defaulting Member shall be made without regard to such Managers or any requirement to obtain the vote or approval of such Managers. Except as specifically provided otherwise in this Agreement, with respect to any matter before the Board, the The affirmative act vote of a majority of the Managers in attendance at any meeting of the Board or any Committee at which a quorum is present shall be required to authorize any action by the act Board or Committee and shall constitute the action of the BoardBoard or Committee for all purposes. Notwithstanding anything to the contrary, provided, however, that if Ozer’s position and employment with the Company is terminated or ended for so long as any Exchangeable Shares remain outstandingreason, the Manager designated person replacing Ozer shall be selected by Canopy Sub to the Board shall and be reasonably acceptable to Cxxx based on such person’s experience and expertise. (d) Each Manager may authorize another individual (who may or may not be permitted to vote on the following matters: (i) the annual business plan of the Company setting forth for the subsequent 12-month perioda Manager, broken-down by month: (i) a description of proposed operations of the Company and its Subsidiaries; (ii) a forecast for the Company and its Subsidiaries that includes, among other things,: (A) but who shall be an income statement; (B) a cash flow statement; (C) a balance sheet; and (D) a capital expenditure plan; and (iii) such other matters as the Company may reasonably consider to be necessary to illustrate the results intended to be achieved by the Company during such 12-month period; (ii) decisions regarding the executive officers of the Company and its Subsidiaries, including the Officers; (iii) increasing the compensation, bonus levels officer or other benefits payable to any current, former or future employees of the Company or any of its Subsidiaries or any current, former or future manager of the Company or any of its Subsidiaries; (iv) any other executive compensation plan matters of the Company or any of its Subsidiaries, including entering into any deferred compensation or other similar agreement (or amend any such existing agreement) with any current, former or future employee of the Company Member that appointed such Manager or an Affiliate of such Member) to act for such Manager by proxy at any meeting of the Board or any of its Subsidiaries Committee, or any current former to express consent or future manager of the dissent to a Company action in writing without a meeting. Any such proxy may be granted in writing, by Electronic Transmission or any of its Subsidiaries or approving or taking any action to accelerate the vesting of any compensation securities; (v) the exercise of the options to acquire Lemurian, Inc. pursuant to two option agreements dated May 17, 2022 between Canopy and/or a Subsidiary of the Company and the other parties named therein; and (vi) the exercise of the options to acquire all of the membership interests in Mountain High Products, LLC, The Cima Group, LLC and Wana Wellness, LLC pursuant to the three option agreements dated October 14, 2021 between Canopy, certain subsidiaries of the Company and the other parties named thereinas otherwise permitted by Applicable Law.

Quorum; Manner of Acting. (ai) A majority The presence of no less than all of the Managers serving on the Board present in person or by proxy shall constitute a quorum; provided, however, that if and for so long as a Member is a Defaulting Member, the presence of such Member’s Managers shall not be required to achieve a quorum, solely in respect of decisions and resolutions applicable to the Series for which the Defaulting Member is in default. Notwithstanding the foregoing, if two consecutive properly scheduled Board meetings are postponed for a lack of quorum for due to absence of either Manager representing one Member at both meetings, then the transaction of business of attendance by the Board. At all times when the Board is conducting business at a meeting of the Board, Managers representing such Member shall not be required to constitute a quorum hereunder for purposes of the Board must be present at such meeting subsequent to the second postponed meeting. If a quorum shall not be present at any meeting of the Board, then the Managers present at the meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. (bii) Any Manager may participate in a meeting of the Board by means of telephone or video conference or other communications device that permits all Managers participating in the meeting to hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting. A Manager may vote or be present at a meeting either in person or by proxy, and such proxy may be granted in writing, by means of Electronic Transmission, or as otherwise permitted by Applicable Lawaccordance with this Section 8(e). (ciii) Each As to (x) the Company, each Manager shall have one a vote on all matters submitted equal to the fifty percent (50%) of the number of Units in the Company held by the Member that appointed such Manager or (y) as to any particular Series, each Manager shall have a vote equal to the fifty percent (50%) of the number of Units in such Series held by the Member that appointed such Manager; provided, however, that, notwithstanding anything herein to the contrary and without limitation of any other rights or remedies that may be available, if and for so long as one of the Members (but not all) is a Defaulting Member, solely in respect of decisions and resolutions applicable to the Series for which the Defaulting Member is in default, all decisions of the Board or any committee thereof. will be made solely by the Managers appointed by the Member that is not a Defaulting Member. (iv) Except as specifically provided otherwise set forth in this AgreementAgreement (including as set forth in Section 8(a) and Schedule X), with respect to the Company and any matter before the BoardSeries, the affirmative act vote of the Board with the power to vote a majority of the Managers in attendance Units of the Company or such Series, as applicable, at any meeting of the Board at which a quorum is present shall be constitute the act action of the BoardBoard for all purposes. For the avoidance of doubt, provided(x) as to any matter specifically affecting the Company (as opposed to matters affecting any Series), however, that for so long as any Exchangeable Shares remain outstanding, the Manager designated by Canopy Sub to vote of the Board shall not be permitted to vote on the following matters: (i) the annual business plan calculated by a determination of the Units held by each respective Member in the Company setting forth for without reference to the subsequent 12-month periodUnits held by such Member in any Series and (y) as to any matter specifically affecting any Series (as opposed to matters affecting the Company generally), broken-down by month: (i) a description of proposed operations any vote of the Company and its Subsidiaries; (ii) Board shall be calculated by a forecast for the Company and its Subsidiaries that includes, among other things,: (A) an income statement; (B) a cash flow statement; (C) a balance sheet; and (D) a capital expenditure plan; and (iii) such other matters as the Company may reasonably consider to be necessary to illustrate the results intended to be achieved by the Company during such 12-month period; (ii) decisions regarding the executive officers determination of the Company and its Subsidiaries, including the Officers; (iii) increasing the compensation, bonus levels or other benefits payable to any current, former or future employees of the Company or any of its Subsidiaries or any current, former or future manager of the Company or any of its Subsidiaries; (iv) any other executive compensation plan matters of the Company or any of its Subsidiaries, including entering into any deferred compensation or other similar agreement (or amend any Units held by each respective Member in such existing agreement) with any current, former or future employee of the Company or any of its Subsidiaries or any current former or future manager of the Company or any of its Subsidiaries or approving or taking any action to accelerate the vesting of any compensation securities; (v) the exercise of the options to acquire Lemurian, Inc. pursuant to two option agreements dated May 17, 2022 between Canopy and/or a Subsidiary of the Company and the other parties named therein; and (vi) the exercise of the options to acquire all of the membership interests in Mountain High Products, LLC, The Cima Group, LLC and Wana Wellness, LLC pursuant Series as opposed to the three option agreements dated October 14, 2021 between Canopy, certain subsidiaries of Units held by such Member in the Company and the other parties named thereinCompany.