Common use of Quorum; Required Vote for Member Action; Voting for Directors Clause in Contracts

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares of the class or classes or series for which a meeting has been called represented in person or by proxy shall constitute a quorum of such class or classes or series unless any such action by the Members requires approval by holders of a greater percentage of Outstanding Voting Shares, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class A Share and each Outstanding Class B Share shall be entitled to one vote per Share on all matters submitted to Members for approval and in the election of Directors. (c) All matters (other than the election of Directors) submitted to Members for approval shall be determined by a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares unless a greater percentage is required with respect to such matter under the Delaware Act, under the rules of any National Securities Exchange on which the Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares that in the aggregate represent at least such greater percentage shall be required. (d) Directors will be elected by a plurality of the votes cast for a particular position.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares of the class or series or classes or series for which a meeting has been called represented in person or by proxy shall constitute a quorum of such class or series or classes or series unless any such action by the Members requires approval by holders of a greater percentage of Outstanding Voting Shares, in which case the quorum shall be such greater percentage. The Except as provided by Section 11.10, the submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares Interests specified in this Agreement. Any In the absence of a quorum any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class A Share and each Outstanding Class B Voting Share shall be entitled to one vote per Voting Share in the election of Directors. Each Outstanding Common Share shall be entitled to one vote per Common Share on all matters submitted to Members for approval and a vote of the Common Shareholders. Subject to Section 11.8(d), Common Shareholders shall have no voting rights whatsoever in the election of DirectorsDirectors or on any matter not explicitly stated in this Agreement to require a vote of the Common Shareholders or Member Interests (even if a right to vote would otherwise be provided under the Delaware Act). (c) All matters (other than the election of Directors) submitted to Members for approval shall be determined by a majority of the votes cast affirmatively by the holders of Outstanding Shares of the class or negatively by Members holding Outstanding Voting Shares series or classes or series entitled to vote unless a greater percentage is required with respect to such matter under the Delaware ActAct or other applicable law, under the rules of any National Securities Exchange on which the Common Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares entitled to vote that in the aggregate represent at least such greater percentage shall be required. (d) Prior to the occurrence of a Cheniere Separation Event, the Directors will shall be elected by a plurality the affirmative vote of the votes cast for Member holding the sole Outstanding Voting Share. On or after the occurrence of a particular positionCheniere Separation Event, the Directors shall be elected by the affirmative vote of Members holding the lesser of (i) a majority of the Outstanding Common Shares and (ii) 67% of the Common Shares present at a meeting of the Members at which there is a quorum.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Members, the holders of The Members holding a majority of the voting power of the Outstanding Voting Shares Units of the class or classes or series for which a meeting has been called represented in person or by proxy shall constitute a quorum at a meeting of the Members of such class or classes or series unless any such action by the Members requires approval by holders of Members holding a greater percentage of Outstanding Voting Sharesthe voting power of such Units, in which case the quorum shall be such greater percentage. The submission For the avoidance of matters to Members doubt, the Class A Units and Class B Units shall not constitute separate classes for approval and the election of Directors shall occur only at a this purpose. (b) At any meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, howeverthe act of Members holding Outstanding Units that in the aggregate represent a majority of the voting power of the Outstanding Units entitled to vote at such meeting and which are present in person or by proxy at such meeting shall be deemed to constitute the act of all Members, unless a greater or different percentage is required with respect to a matter under the Delaware Act, under the rules of any Securities Exchange on which the Units are listed for trading, or under the provisions of this Agreement, in which case the act of the Members holding Outstanding Units that in the aggregate represent at least such greater or different percentage of the voting power shall be required. The Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of the voting power of Outstanding Voting Shares Units specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class A Share and each Outstanding Class B Share shall be entitled to one vote per Share on all matters submitted to Members for approval and in the election of Directors. (c) All matters (other In the event that Permitted Oaktree Holders collectively hold less than the election of Directors) submitted to Members for approval shall be determined by a majority 10% of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares unless a greater percentage is required with respect to such matter under the Delaware Actissued and outstanding Oaktree Operating Group Units, under the rules of any National Securities Exchange on which the Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares that in the aggregate represent at least such greater percentage Directors shall be required. (d) Directors will be elected by a plurality of the votes cast for a particular position.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares Units of the class or classes or series for which a meeting has been called represented in person or by proxy shall constitute a quorum of such class or classes or series unless any such action by the Members requires approval by holders of a greater percentage of Outstanding Voting SharesUnits, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares Interests specified in this Agreement. Any In the absence of a quorum any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class A Share and each Outstanding Class B Share Unit shall be entitled to one vote per Share Unit on all matters submitted to Members for approval and in the election of Directors. (c) All matters (other than the election of Directors) submitted to Members for approval shall be determined by a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares Units unless a greater percentage is required with respect to such matter under the Delaware Act, under the rules of any National Securities Exchange on which the Shares Units are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares Units that in the aggregate represent at least such greater percentage shall be required. (d) Directors will be elected by a plurality of the votes cast for a particular position.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum for such meeting, notwithstanding any provision of this Agreement to the contrary; provided, however, that where a separate vote by a class or series or classes or series is required, a majority of the voting power of the class or classes or series for which a meeting has been called entitled to vote on such matter, represented in person or by proxy proxy, shall constitute a quorum of such class or classes or series unless any with respect to such action by the Members requires approval by holders of a greater percentage of Outstanding Voting Shares, in which case the quorum shall be such greater percentagematter. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares specified in this Agreement. Any meeting of Members may be adjourned or recessed from time to time for any reason by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Directors will be elected by a plurality of the votes of Outstanding Class A Share Voting Shares present in person or represented by proxy and each Outstanding Class B Share shall be entitled to one vote per Share on all matters submitted to Members for approval and in the election of DirectorsDirectors at any annual or special meeting of Members. Cumulative voting for the election of directors is prohibited. (c) All matters (other than the election of DirectorsDirectors and non-binding advisory votes described below) submitted to Members for approval shall be determined by a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares unless a greater percentage is required with respect to such matter under the Delaware Act, under the rules of any National Securities Exchange on which the Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares that in the aggregate represent at least such greater percentage shall be required. (d) Directors will be elected by In non-binding advisory matters with more than two possible vote choices, the affirmative vote of a plurality of the votes cast for a particular positionOutstanding Voting Shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the recommendation of the Members.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Members, the holders of The Members holding a majority of the voting power of the Outstanding Voting Shares Units of the class or classes or series for which a meeting has been called represented in person or by proxy shall constitute a quorum at a meeting of the Members of such class or classes or series unless any such action by the Members requires approval by holders of Members holding a greater percentage of Outstanding Voting Sharesthe voting power of such Units, in which case the quorum shall be such greater percentage. The submission For the avoidance of matters to Members doubt, the Class A Units and Class B Units shall not constitute separate classes for approval and the election of Directors shall occur only at a this purpose. (b) At any meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, howeverthe act of Members holding Outstanding Units that in the aggregate represent a majority of the voting power of the Outstanding Units entitled to vote at such meeting and which are present in person or by proxy at such meeting shall be deemed to constitute the act of all Members, unless a greater or different percentage is required with respect to a matter under the Delaware Act, under the rules of any Securities Exchange on which the Units are listed for trading, or under the provisions of this Agreement, in which case the act of the Members holding Outstanding Units that in the aggregate represent at least such greater or different percentage of the voting power shall be required. The Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of the voting power of Outstanding Voting Shares Units specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class A Share and each Outstanding Class B Share shall be entitled to one vote per Share on all matters submitted to Members for approval and in the election of Directors. (c) All matters (other In the event that Permitted Oaktree Holders collectively hold less than the election of Directors) submitted to Members for approval shall be determined by a majority 20% of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares unless a greater percentage is required with respect to such matter under the Delaware Actissued and outstanding Oaktree Operating Group Units, under the rules of any National Securities Exchange on which the Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares that in the aggregate represent at least such greater percentage Directors shall be required. (d) Directors will be elected by a plurality of the votes cast for a particular position.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Common Members, the holders of a majority of the Outstanding Voting Shares of the class or classes or series for which a meeting has been called represented in person or by proxy shall constitute a quorum of such class or classes or series unless any such action by the Common Members requires approval by holders of a greater percentage of Outstanding Voting Shares, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class A Share and each Outstanding Class B Common Share shall be entitled to one vote per Share on all matters submitted to Members for approval and in the election of Directors; provided, however, that no Common Share shall be entitled to any voting rights pursuant to any Issued Preferred Shares Designation, including with respect to the election of any Issued Preferred Shares Nonpayment Directors in accordance with the provisions of the applicable Issued Preferred Shares Designation. (c) All matters (other than the election of Directors) submitted to Common Members for approval shall be determined by a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares Shares, unless a greater percentage is required with respect to such matter under the Delaware Act, under the rules of any National Securities Exchange on which the Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Common Members holding Outstanding Voting Shares that in the aggregate represent at least such greater percentage shall be required. (d) Except as provided in Section 5.6 of Article V or in any Share Designation, Directors will be elected by a plurality of the votes cast for a particular position.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares of the class or classes or series for which a meeting has been called represented in person or by proxy shall constitute a quorum of such class or classes or series unless any such action by the Members requires approval by holders of a greater percentage of Outstanding Voting Shares, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class A Share and each Outstanding Class B Common Share shall be entitled to one vote per Share on all matters submitted to Members for approval and in the election of Directors. (c) All matters (other than the election of Directors) submitted to Members for approval shall be determined by a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares unless a greater percentage is required with respect to such matter under the Delaware Act, under the rules of any National Securities Exchange on which the Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares that in the aggregate represent at least such greater percentage shall be required. (d) Except as provided in Section 5.6 of Article V, Directors will be elected by a plurality of the votes cast for a particular position.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares of the class or series or classes or series for which a meeting has been called represented in person or by proxy shall constitute a quorum of such class or series or classes or series unless any such action by the Members requires approval by holders of a greater percentage of Outstanding Voting Shares, in which case the quorum shall be such greater percentage. The Except as provided by Section 11.10, the submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares Interests specified in this Agreement. Any In the absence of a quorum any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class A Share and each Outstanding Class B Voting Share shall be entitled to one vote per Voting Share in the election of Directors. Each Outstanding Common Share shall be entitled to one vote per Common Share on all matters submitted to Members for approval and a vote of the Common Shareholders. Subject to Section 11.8(d), Common Shareholders shall have no voting rights whatsoever in the election of DirectorsDirectors or on any matter not explicitly stated in this Agreement to require a vote of the Common Shareholders or Member Interests (even if a right to vote would otherwise be provided under the Delaware Act). (c) All matters (other than the election of Directors) submitted to Members for approval shall be determined by a majority of the votes cast affirmatively by the holders of Outstanding Shares of the class or negatively by Members holding Outstanding Voting Shares series or classes or series entitled to vote unless a greater percentage is required with respect to such matter under the Delaware ActAct or other applicable law, under the rules of any National Securities Exchange on which the Common Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares entitled to vote that in the aggregate represent at least such greater percentage shall be required. (d) Prior to the occurrence of a Cheniere Separation Event, the Directors will shall be elected by the affirmative vote of Members holding the sole Outstanding Voting Share. On or after the occurrence of a plurality Cheniere Separation Event, the Directors shall be elected by the affirmative vote of Members holding the lesser of (i) a majority of the votes cast for Outstanding Common Shares and (ii) 67% of the Common Shares present at a particular positionmeeting of the Members at which there is a quorum.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares Units or Member Interests of the each class or classes or series for which a meeting has been called then outstanding and entitled to vote, represented in person or by proxy proxy, shall constitute a quorum of such class or classes or series unless any such action by the Members requires approval by holders of a greater percentage of Outstanding Voting SharesUnits or Member Interests, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members present at a duly called or and held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares Member Interests specified in this Agreement. Any In the absence of a quorum any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each The Members holding Outstanding Common Units and Class A Share and each Outstanding Class B Share Units shall be entitled to one vote per Share Unit on all matters submitted to Members for approval and in the election of Directors. (c) All Except as otherwise provided in this Agreement, all matters (other than the election of Directors) submitted to Members for approval shall be determined by a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares Units unless a greater percentage is required with respect to such matter under the Delaware Act, under the rules of any National Securities Exchange on which the Shares Common Units are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares Units that in the aggregate represent at least such greater percentage shall be required. (d) . Directors will be elected by a plurality of the votes cast for a particular position. (d) The right of the holders of the Class A Units to vote as a class pursuant to Section 10.1(a) and Section 12.3(b) may be terminated at any duly called meeting of the Members upon the affirmative vote of holders of not less than 66 2/3% of Outstanding Common Units.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares Units of the class or classes or series for which a meeting has been called represented in person or by proxy shall constitute a quorum of such class or classes or series unless any such action by the Members requires approval by holders of a greater percentage of Outstanding Voting SharesUnits, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares Interests specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class A Share and each Outstanding Class B Share Unit shall be entitled to one vote per Share Unit on all matters submitted to Members for approval and in the election of Directors. (c) All matters (other than the election of Directors) submitted to Members for approval shall be determined by a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares Units unless a greater percentage is required with respect to such matter under the Delaware Act, under the rules of any National Securities Exchange on which the Shares Units are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares Units that in the aggregate represent at least such greater percentage shall be required. (d) Directors will be elected by a plurality of the votes cast for a particular position.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares Units or Member Interests of the each class or classes or series for which a meeting has been called then Outstanding and entitled to vote, represented in person or by proxy proxy, shall constitute a quorum of such class or class, classes or series unless any such action by the Members requires approval by holders of a greater percentage of Outstanding Voting SharesUnits or Member Interests, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares Interests specified in this Agreement. Any In the absence of a quorum any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class Unit (other than Outstanding Series A Share Preferred Units and each Outstanding Class Series B Share Preferred Units) shall be entitled to one vote per Share Unit on all matters submitted to Members for approval and in the election of Directors. (c) All Except as otherwise provided in this Agreement, all matters (other than the election of Directors) submitted to Members for approval shall be determined by a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares Units unless a greater percentage is required with respect to such matter under the Delaware Act, under the rules of any National Securities Exchange on which the Shares Common Units are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares Units that in the aggregate represent at least such greater percentage shall be required. (d) Directors Except as otherwise provided in this Agreement, directors will be elected by a plurality of the votes cast for a particular position.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Common Members, the holders of a majority of the Outstanding Voting Shares of the class or classes or series for which a meeting has been called represented in person or by proxy shall constitute a quorum of such class or classes or series unless any such action by the Common Members requires approval by holders of a greater percentage of Outstanding Voting Shares, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class A Share and each Outstanding Class B Common Share shall be entitled to one vote per Share on all matters submitted to Members for approval and in the election of Directors; provided, however, that no Common Share shall be entitled to any voting rights pursuant to the Series A Preferred Share Designation, including with respect to the election of any Series A Nonpayment Directors in accordance with the provisions of the Series A Preferred Share Designation. (c) All matters (other than the election of Directors) submitted to Common Members for approval shall be determined by a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares Shares, unless a greater percentage is required with respect to such matter under the Delaware Act, under the rules of any National Securities Exchange on which the Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Common Members holding Outstanding Voting Shares that in the aggregate represent at least such greater percentage shall be required. (d) Except as provided in Section 5.6 of Article V or in any Share Designation, Directors will be elected by a plurality of the votes cast for a particular position.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares Units or Member Interests of the each class or classes or series for which a meeting has been called then Outstanding and entitled to vote, represented in person or by proxy proxy, shall constitute a quorum of such class or class, classes or series unless any such action by the Members requires approval by holders of a greater percentage of Outstanding Voting SharesUnits or Member Interests, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares Interests specified in this Agreement. Any In the absence of a quorum any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class Unit (other than Outstanding Series A Share Preferred Units, Outstanding Series B Preferred Units, and each Outstanding Class B Share Series C Preferred Units) shall be entitled to one vote per Share Unit on all matters submitted to Members for approval and in the election of Directors. (c) All Except as otherwise provided in this Agreement, all matters (other than the election of Directors) submitted to Members for approval shall be determined by a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares Units unless a greater percentage is required with respect to such matter under the Delaware Act, under the rules of any National Securities Exchange on which the Shares Common Units are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares Units that in the aggregate represent at least such greater percentage shall be required. (d) Directors Except as otherwise provided in this Agreement, directors will be elected by a plurality of the votes cast for a particular position.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At Unless otherwise required by this Agreement, at any meeting of the Members, the holders of a majority of the Outstanding Voting Shares entitled to vote at the meeting, represented in person or by proxy, shall constitute a quorum; provided, however, that where a separate vote by a class or series or classes or series is required, a majority of the voting power of the class or classes or series for which a meeting has been called represented entitled to vote on such matter, present in person or by proxy proxy, shall constitute a quorum of entitled to take action with respect to such class or classes or series unless any such action by the Members requires approval by holders of a greater percentage of Outstanding Voting Shares, in which case the quorum shall be such greater percentagematter. The submission of matters to Members for approval and the election of Directors directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares specified in this Agreement. Any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class A Share and each Outstanding Class B Share shall be entitled to one vote per Share on all matters submitted to Members for approval and in the election of Directorsdirectors. (c) All matters (other than the election of Directorsdirectors and certain non-binding advisory votes described below) submitted to Members for approval shall be determined by the affirmative vote of a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares present in person or represented by proxy at the meeting and entitled to vote on such matter, unless a greater different percentage is required with respect to such matter under the Delaware Act, under the rules of any National Securities Exchange on which the Shares are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares that in the aggregate represent at least such greater different percentage shall be required. (d) In non-binding advisory matters with more than two possible vote choices, the affirmative vote of a plurality of the Outstanding Voting Shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the recommendation of the Members. (e) Directors will be elected by a plurality of the votes cast for a particular position. Cumulative voting for the election of directors is prohibited.

Quorum; Required Vote for Member Action; Voting for Directors. (a) At any meeting of the Members, the holders of a majority of the Outstanding Voting Shares Units or Member Interests of the each class or classes or series for which a meeting has been called then Outstanding and entitled to vote, represented in person or by proxy proxy, shall constitute a quorum of such class or classes or series unless any such action by the Members requires approval by holders of a greater percentage of Outstanding Voting SharesUnits or Member Interests, in which case the quorum shall be such greater percentage. The submission of matters to Members for approval and the election of Directors shall occur only at a meeting of the Members duly called and held in accordance with this Agreement at which a quorum is present; provided, however, that the Members 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 Members to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Voting Shares Interests specified in this Agreement. Any In the absence of a quorum any meeting of Members may be adjourned from time to time by the chairman of the meeting to another place or time, without regard to the presence of a quorum. (b) Each Outstanding Class A Share and each Outstanding Class B Share Unit shall be entitled to one vote per Share Unit on all matters submitted to Members for approval and in the election of Directors. (c) All Except as otherwise provided in this Agreement, all matters (other than the election of Directors) submitted to Members for approval shall be determined by a majority of the votes cast affirmatively or negatively by Members holding Outstanding Voting Shares Units unless a greater percentage is required with respect to such matter under the Delaware Act, under the rules of any National Securities Exchange on which the Shares Common Units are listed for trading, or under the provisions of this Agreement, in which case the approval of Members holding Outstanding Voting Shares Units that in the aggregate represent at least such greater percentage shall be required. (d) Directors Except as otherwise provided in this Agreement, directors will be elected by a plurality of the votes cast for a particular position.