Vote Generally Required. Except as provided in Sections 2.3 and 2.4 and subject to the provisions of Section 10.3 hereof, the Company shall not (a) merge or consolidate with or into any limited liability company, corporation, statutory trust, business trust or association, real estate investment trust, common-law trust or any other unincorporated business, including a partnership, or (b) sell, lease or exchange all or substantially all of its Property and assets, unless the Board of Directors shall adopt a resolution, by the affirmative vote of at least a majority of the Entire Board of Directors, approving such action and unless such action shall be approved by the affirmative vote of the holders of a majority of the LLC Interests outstanding and entitled to vote thereon; provided, however, that any LLC Interests held by the Manager or an Affiliate or Associate of the Manager, shall not be entitled to vote to approve any merger or consolidation with or into, or sale, lease or exchange to, the Manager or an Affiliate or Associate thereof. The notice of the meeting at which such resolution is to be considered will so state. For the purposes of this Article 10, the following terms have the following meanings:
Appears in 2 contracts
Samples: Operating Agreement (Macquarie Infrastructure CO LLC), Operating Agreement (Macquarie Infrastructure CO Trust)
Vote Generally Required. Except as provided in Sections 2.3 10.02 and 2.4 10.03 and subject to the provisions of Section 10.3 8.03 hereof, neither the Company shall not Trust or the Sponsor shall: (a) merge or consolidate with or into any limited liability company, corporation, statutory trust, business trust or association, real estate investment trust, common-law trust or any other unincorporated business, including a partnership, or (b) sell, lease or exchange all or substantially all of its Property and assets, unless the Board of Directors shall adopt a resolutionSponsor, by acting through the affirmative vote of at least a majority of the Entire Board of Directors, adopts a resolution approving such action and unless such action shall be approved by the affirmative vote of the holders of a majority of the LLC Interests Shares outstanding and entitled to vote thereon; provided, however, that any LLC Interests Shares held by the Manager or an Affiliate or Associate of the Manager, Manager shall not be entitled to vote to approve any merger or consolidation with or into, or sale, lease or exchange to, the Manager or an Affiliate or Associate thereof. The notice of the meeting at which such resolution is to be considered will so state. For the purposes of this Article 10VIII, the following terms have the following meanings:
Appears in 2 contracts
Samples: Trust Agreement (Macquarie Infrastructure CO LLC), Trust Agreement (Macquarie Infrastructure CO Trust)
Vote Generally Required. Except as provided in Sections 2.3 10.02 and 2.4 10.03 and subject to the provisions of Section 10.3 8.03 hereof, neither the Company shall not Trust or the Sponsor shall: (a) merge or consolidate with or into any limited liability company, corporation, statutory trust, business trust or association, real estate investment trust, common-law trust or any other unincorporated business, including a partnership, or (b) sell, lease or exchange all or substantially all of its Property and assets, unless the Board of Directors shall adopt a resolutionSponsor, by acting through the affirmative vote of at least a majority of the Entire Board of Directors, adopts a resolution approving such action and unless such action shall be approved by the affirmative vote of the holders of a majority of the LLC Interests Shares outstanding and entitled to vote thereon; provided, however, that any LLC Interests Shares held by the Manager or an Affiliate or Associate of the Manager, shall not be entitled to vote to approve any merger or consolidation with or into, or sale, lease or exchange to, the Manager or an any Affiliate or Associate thereof. The notice of the meeting at which such resolution is to be considered will so state. For the purposes of this Article 10VIII, the following terms have the following meanings:
Appears in 1 contract
Samples: Trust Agreement (Macquarie Infrastructure CO Trust)
Vote Generally Required. Except as provided in Sections 2.3 and 2.4 and subject to the provisions of Section 10.3 hereof, the Company shall not (a) merge or consolidate with or into any limited liability company, corporation, statutory trust, business trust or association, real estate investment trust, common-law trust or any other unincorporated business, including a partnership, or (b) sell, lease or exchange all or substantially all of its Property and assets, unless the Board of Directors shall adopt a resolution, by the affirmative vote of at least a majority of the Entire Board of Directors, approving such action and unless such action shall be approved by the affirmative vote of the holders of a majority of the LLC Interests outstanding and entitled to vote thereon; provided, however, however that any LLC Interests held by the Manager or an Affiliate or Associate of the Manager, shall not be entitled to vote to approve any merger or consolidation with or into, or sale, lease or exchange to, the Manager or an any Affiliate or Associate thereof. The notice of the meeting at which such resolution is to be considered will so state. For the purposes of this Article 10, the following terms have the following meanings:
Appears in 1 contract
Samples: Operating Agreement (Macquarie Infrastructure CO Trust)
Vote Generally Required. Except as provided in Sections 2.3 and Section 2.4 and subject to the provisions of Section 10.3 hereof, the Company shall not (a) merge or consolidate with or into any limited liability company, corporation, statutory trust, business trust or association, real estate investment trust, common-law trust or any other unincorporated business, including a partnership, or (b) sell, lease or exchange all or substantially all of its Property and assets, unless the Board of Directors shall adopt a resolution, by the affirmative vote of at least a majority of the Entire Board of Directors, approving such action and unless such action shall be approved by the affirmative vote of the holders of a majority of the LLC Interests outstanding and entitled to vote thereon; provided, however, that any LLC Interests held by the Manager or an Affiliate or Associate of the Manager, shall not be entitled to vote to approve any merger or consolidation with or into, or sale, lease or exchange to, the Manager or an Affiliate or Associate thereof. The notice of the meeting at which such resolution is to be considered will so state. For the purposes of this Article 10, the following terms have the following meanings:
Appears in 1 contract
Samples: Operating Agreement (Macquarie Infrastructure CO LLC)