Common use of Special Meeting of Members Clause in Contracts

Special Meeting of Members. Only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting pursuant to Section 9.5. Nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Allocation Member for so long as the Allocation Member is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) may be made at a special meeting of Members at which directors are to be elected pursuant to the Company’s notice of meeting (i) by or at the direction of the Board of Directors, or (ii) by any Member who is entitled to vote at the meeting who complies with the notice procedures set forth in this Section 9.8. In the event the Company calls a special meeting of Members for the purpose of electing one or more directors to the Board of Directors, any Member entitled to vote thereon may nominate such number of individuals for election to such position(s) as are specified in the Company’s notice of meeting. In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination and (2) the record date for the determination of Members entitled to vote at such special meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(b) to the Secretary. The Member’s notice, as required by this Section 9.8(b), shall be delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period for the giving of a Member’s notice as described above.

Special Meeting of Members. Only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting pursuant to Section 9.5. Nominations of individuals for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Allocation Member for so long as the Allocation Member is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) may be made at a special meeting of Members at which directors are to be elected pursuant to the Company’s notice of meeting (i) by or at the direction of the Board of Directors, or (ii) by any Member who is entitled to vote at the meeting who complies with the notice procedures set forth in this Section 9.8. In the event the Company calls a special meeting of Members for the purpose of electing one or more directors to the Board of Directors, any Member entitled to vote thereon may nominate such number of individuals for election to such position(s) as are specified in the Company’s notice of meeting. In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination and (2) the record date for the determination of Members entitled to vote at such special meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(b9.8(a) to the Secretary. The Member’s notice, as required by this Section 9.8(b9.8(a)(ii), shall be delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period for the giving of a Member’s notice as described above.

Special Meeting of Members. Only (i) On and after the Trigger Event, only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting pursuant to by or at the Company’s notice direction of meeting pursuant to Section 9.5the Board of Directors. Nominations of individuals Persons for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Allocation Member for so long as the Allocation Member is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) may be made at a special meeting of Members at which directors are to be elected pursuant to the Company’s a notice of meeting (i1) by or at the direction of the Board of Directors, Directors or any committee thereof (or the Members pursuant to Section 14.2 of this Agreement prior to the Trigger Event) or (ii2) if the Board of Directors (or the Members pursuant to Section 14.2 of this Agreement prior to the Trigger Event) has determined that directors shall be elected at such meeting, and subject to the terms of the Shareholder’s Agreement, by any Member of the Company who (A) is a Member of record at the time of giving of notice provided for in this Agreement and at the time of the special meeting, (B) is entitled to vote at the meeting who meeting, and (C) complies with the notice procedures set forth in this Section 9.8Agreement and applicable law. In addition, if the event nomination is made on behalf of a beneficial owner other than the Member of record, such beneficial owner must be the beneficial owner of Shares of the Company calls both at the time of giving of notice provided for in this Section 14.11 and at the time of the special meeting. If a special meeting of Members is called for the purpose of electing one or more directors to the Board of Directors, any such Member entitled to vote thereon may nominate such number of individuals a Person or Persons (as the case may be), for election to such position(s) as are specified in the Company’s notice of meeting. In addition , if the Member, other than any Shareholders, delivers notice with the information required by Section 14.11(a)(ii) (with the updates required by Section 14.11(a)(iii) of this Agreement with respect to any other applicable requirementsnomination (including the completed and signed questionnaire, for a nomination for election of a director to be made representation and agreement required by a Member, such Member must (ASection 14.11(a)(ii)(B) be a Member of record on both (1) the date of the delivery of such nomination and (2) the record date for the determination of Members entitled to vote at such special meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(b) to the SecretaryAgreement)). The Member’s notice, as required by this Section 9.8(b), Such notice shall be delivered to the Secretary of the Company at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) 90th day prior to such special meeting or the tenth (10th) 10th day following the day on which public announcement Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment any adjournment, rescheduling or postponement or the announcement thereof of a special meeting commence a new time period for the giving of a Member’s notice as described above.

Special Meeting of Members. Only (i) On and after the Trigger Event, only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting pursuant to by or at the Company’s notice direction of meeting pursuant to Section 9.5the Board of Directors. Nominations of individuals Persons for election to the Board of Directors by a Member (other than any Appointed Director, who shall be appointed by the Allocation Member for so long as the Allocation Member is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) may be made at a special meeting of Members at which directors are to be elected pursuant to the Company’s a notice of meeting (i1) by or at the direction of the Board of Directors, Directors or any committee thereof (or the Members pursuant to Section 14.2 of this Agreement prior to the Trigger Event) or (ii2) if the Board of Directors (or the Members pursuant to Section 14.2 of this Agreement prior to the Trigger Event) has determined that directors shall be elected at such meeting, and subject to the terms of the Shareholder’s Agreement, by any Member of the Company who (A) is a Member of record at the time of giving of notice provided for in this Agreement and at the time of the special meeting, (B) is entitled to vote at the meeting who meeting, and (C) complies with the notice procedures set forth in this Section 9.8Agreement and applicable law. In addition, if the event nomination is made on behalf of a beneficial owner other than the Member of record, such beneficial owner must be the beneficial owner of Shares of the Company calls both at the time of giving of notice provided for in this Section 14.11 and at the time of the special meeting. If a special meeting of Members is called for the purpose of electing one or more directors to the Board of Directors, any such Member entitled to vote thereon may nominate such number of individuals a Person or Persons (as the case may be), for election to such position(s) as are specified in the Company’s notice of meeting. In addition , if the Member, other than any Shareholders, delivers notice with the information required by Section 14.11(a)(ii) (with the updates required by Section 14.11(a)(iii) of this Agreement with respect to any other applicable requirementsnomination (including the completed and signed questionnaire, for a nomination for election of a director to be made representation and agreement required by a Member, such Member must (ASection 14.11(a)(ii)(E) be a Member of record on both (1) the date of the delivery of such nomination and (2) the record date for the determination of Members entitled to vote at such special meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(b) to the SecretaryAgreement)). The Member’s notice, as required by this Section 9.8(b), Such notice shall be delivered to the Secretary of the Company at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) close of business on the 120th day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) 90th day prior to such special meeting or the tenth (10th) 10th day following the day on which public announcement Public Announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment any adjournment, rescheduling or postponement or the announcement thereof of a special meeting commence a new time period for the giving of a Member’s notice as described above.

Special Meeting of Members. Only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting pursuant to the Company’s notice of meeting pursuant to Section 9.5. Nominations of individuals persons for election to the Board of Directors by a Member (other than any Appointed Director, who shall and the proposal of Other Business to be appointed considered by the Allocation Member for so long as the Allocation Member is entitled to appoint one or more directors to the Board of Directors pursuant to the terms of this Agreement) Members may be made at a special meeting of Members at which directors are to be elected pursuant to the Company’s notice of meeting only (ia) by or at the direction of the Board of Directors, Directors or (iib) subject to paragraph (C)(7) of this Section 7.8, by any Member of the Company who is entitled to vote at the meeting who (x) complies with the notice procedures set forth in this Section 9.8. In the event the Company calls paragraph (B) and (y) is a special meeting holder of Members for the purpose record of electing one or more directors to the Board of Directors, any Member Units entitled to vote thereon may nominate at such number of individuals for election to such position(s) as are specified in the Company’s notice of meeting. In addition meeting (and, with respect to any other applicable requirementsbeneficial owner, for a if different, on whose behalf such nomination for election is made, only if such beneficial owner is the beneficial owner of a director Units entitled to be made by a Member, vote at such Member must (Ameeting) be a Member of record both on both (1) the date such notice is delivered to the Secretary of the delivery of such nomination Company and (2) on the record date for the determination of Members entitled to vote at such meeting. For any nomination by a Member of persons for election to the Board of Directors or any proposal by a Member of Other Business, in either case, to be properly brought before a special meeting, and (B) the Member must have given timely notice thereof in writing to the Secretary of the Company and, in the case of the proposal of Other Business, such Other Business must be a proper written form in accordance with subject for Member action at such meeting as reasonably determined by the requirements Board of Directors. To be timely, a Member’s notice giving the information required by paragraph (A)(2) of this Section 9.8(b) to the Secretary. The Member’s notice, as required by this Section 9.8(b), shall 7.8 must be delivered to the Secretary of the Company at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth seventh (90th) day prior to such special meeting or the tenth (10th7th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an any adjournment or postponement of a special meeting meeting, or the public announcement thereof, commence a new time period for the giving of a Member’s notice as described aboveset forth in the preceding sentence.

Special Meeting of Members. Only such business shall be conducted at a special meeting of Members as shall have been brought before the meeting pursuant to the Company’s 's notice of meeting pursuant to Section 9.59.5 of this Agreement. Nominations of individuals for election to the Board of Directors by a Member (Directors, other than any Appointed Directorthe Chairman, who shall be appointed by the Allocation Member for so long as the Allocation Member Manager is entitled to appoint one or more directors to the director of the Board of Directors to serve as Chairman pursuant to the terms of this the Management Services Agreement) , may be made at a special meeting of Members at which directors are to be elected pursuant to the Company’s 's notice of meeting (i) by or at the direction of the Board of Directors, Directors or (ii) by any Member of the Company who is entitled to vote at the meeting who complies with the notice procedures set forth in this Section 9.89.8 and who is a Member of record at the time such notice is delivered to the Secretary of the Company. In the event the Company calls a special meeting of Members for the purpose of electing one or more directors to the Board of Directors, any such Member entitled to vote thereon may nominate such number of individuals for election to such position(s) as are specified in the Company’s 's Notice of Meeting, if the Member's notice of meeting. In addition to any other applicable requirements, for a nomination for election of a director to be made by a Member, such Member must (A) be a Member of record on both (1) the date of the delivery of such nomination and (2) the record date for the determination of Members entitled to vote at such special meeting, and (B) have given timely notice thereof in proper written form in accordance with the requirements of this Section 9.8(b) to the Secretary. The Member’s notice, as required by clause (ii) of Section 9.8(a) of this Section 9.8(b), Agreement shall be delivered to the Secretary at the principal executive offices of the Company not earlier than the one hundred and twentieth (120th) day prior to such special meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such special meeting or the tenth (10th) day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period for the giving of a Member’s 's notice as described above.