Common use of Quorum; Voting; Decisions Clause in Contracts

Quorum; Voting; Decisions. At each Alliance Steering Committee meeting, at least two members designated by each party shall constitute a quorum. Each Alliance Steering Committee member shall have one vote on all matters before the Alliance Steering Committee, provided that, if a quorum is present, the member or members of each party present at an Alliance Steering Committee meeting shall have the authority to cast the votes of any of such party's members on the Alliance Steering Committee who are absent from the meeting. Provided a quorum is present, all decisions of the Alliance Steering Committee shall be made by majority vote of all of the members. Whenever any action by the Alliance Steering Committee is called for hereunder during a time period in which the Alliance Steering Committee is not scheduled to meet, the Co-Chairs shall cause the Alliance Steering Committee to take the action in the requested time period by calling a special meeting or by action without a formal meeting by written memorandum signed by the members of the Alliance Steering Committee. In the event that the Alliance Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. Steering Committee is unable to resolve any matter before it, such matter shall be resolved as set forth in Section 3.7 hereof.

Quorum; Voting; Decisions. At each Alliance meeting of the Steering Committee meetingCommittee, the participation of at least two members one member designated by each party of ADM Sub and MBX shall constitute a quorum. Each Alliance Steering Committee member shall have one vote on all matters before the Alliance Steering Committee; provided, provided thathowever, if a quorum is present, that the member or members of each party of ADM Sub and MBX present at an Alliance Steering Committee any meeting shall have the authority to cast the votes of any of such partyParty's members on the Alliance Steering Committee who are absent from the meeting. Provided a quorum is present, all All decisions of the Alliance Steering Committee shall be made by majority vote of all of the members, except when acting in its capacity as a representative committee of the members of the Joint Sales Company where unanimous consent * CONFIDENTIAL TREATMENT REQUESTED of the members is required, in which case the decisions of the Steering Committee shall be made by unanimous vote of all of its members. Whenever any action by the Alliance Steering Committee is called for hereunder during a time period in which the Alliance Steering Committee a meeting is not scheduled to meetscheduled, the Co-Chairs shall cause the Alliance Steering Committee to take the action in the requested time period by calling a special meeting or by action without a formal meeting by written memorandum signed by both Co-Chairs of the Steering Committee. Representatives of each of ADM Sub and MBX, in addition to the members of the Alliance Steering Committee, may attend meetings as non-voting observers with prior notice to the other Party. In the event that the Alliance Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. Steering Committee is unable to resolve any matter before it, such matter shall be resolved as set forth in Section 3.7 14.3 hereof.