Common use of Votes Per Manager; Quorum; Required Vote for Board Action; Meetings of the Board Clause in Contracts

Votes Per Manager; Quorum; Required Vote for Board Action; Meetings of the Board. (a) Each Manager shall have one vote. Except as provided below, Managers comprising at least a majority of the total number of Managers entitled to be designated in accordance with Section 6.2 shall constitute a quorum for the transaction of business at a meeting of the Board. Except as otherwise expressly provided in this Agreement, any action or event shall be deemed approved by the Board of Managers comprising at least a majority of the total number of Managers then entitled to be designated at the time of such approval in accordance with Section 6.2 vote in favor of or approve such action or event at a meeting at which a quorum is present. Any actions by the Company in response to a breach of or default (or alleged breach or default) under an Affiliate Contract or other transaction with an Affiliate of a Member (such as a waiver of the breach or default, notice of breach or event of default or notice of termination for breach or default in accordance with the terms of the Affiliate Contract) or enforcement or exercise of any of the Company’s rights or remedies in respect to such breach or default (or alleged breach or default) (collectively, “Enforcement Activities”) shall be conducted by or under the direction of the Board, provided that any Manager designated by a Member that is a party to, or has an Affiliate (other than the Company) that is a party to, such Affiliate Contract or transaction ** at any meeting of the Board and ** of the Board; provided further that the foregoing proviso shall not apply to **, which shall be **. (b) Except as otherwise required by applicable law, the Board may hold meetings in such place or places, within or outside of the State of Delaware, as the Board may determine from time to time. Business shall be conducted at such meetings in such order as the Board shall determine from time to time. (c) Regular meetings of the Board shall be held at least quarterly and at such times and places as shall be designated from time to time by the Board. Notice of such regular meetings shall not be required if held at the times and places as previously determined by the Board and provided to each Manager. Special meetings of the Board may be called by any Manager upon at least 24 hours prior notice, which may be given via electronic mail, and which notice must include dial-in or other information so as to permit each Manager to participate in such meeting by telephone conference or other electronic means. Such notice must state the purpose of such meeting. (d) Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Managers then entitled to be designated in accordance with Section 6.2; provided that at least one Manager designated by the NGPMR Group (if there is such a Manager) and at least one Manager designated by the MWE Liberty Group (if there is such a Manager) shall be required to sign such consent or approval, solely for purposes of providing an acknowledgement of receipt of notice of the action to be taken rather than approval or rejection thereof, in order for such consent or approval to be effective in the event that at least one Manager designated by the NGPMR Group (if there is such a Manager) or at least one Manager designated by the MWE Liberty Group (if there is such a Manager), as applicable, did not receive prior written notice of the action to be so taken. (e) Members of the Board may participate in any meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in such a meeting such constitute presence in person at such meeting, except as provided in clause (f). (f) Attendance of a Manager at any meeting of the Board (including by telephone) shall constitute a waiver of notice of such meeting, except where such Manager attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened and notifies the other Managers at such meeting of such purpose.

Votes Per Manager; Quorum; Required Vote for Board Action; Meetings of the Board. (a) Each Manager shall have one vote. Except as provided below, Managers comprising at least a majority of the total number of Managers entitled to be designated in accordance with Section 6.2 shall constitute a quorum for the transaction of business at a meeting of the Board. Except as otherwise expressly provided in this Agreement, any action or event shall be deemed approved by the Board of Managers comprising at least a majority of the total number of Managers then entitled to be designated at the time of such approval in accordance with Section 6.2 vote in favor of or approve such action or event at a meeting at which a quorum is present. Any actions by the Company in response to a breach of or default (or alleged breach or default) under an Affiliate Contract or other transaction with an Affiliate of a Member (such as a waiver of the breach or default, notice of breach or event of default or notice of termination for breach or default in accordance with the terms of the Affiliate Contract) or enforcement or exercise of any of the Company’s 's rights or remedies in respect to such breach or default (or alleged breach or default) (collectively, “"Enforcement Activities”") shall be conducted by or under the direction of the Board, provided that any Manager designated by a Member that is a party to, or has an Affiliate (other than the Company) that is a party to, such Affiliate Contract or transaction ** at any meeting of the Board and ** of the Board; provided further that the foregoing proviso shall not apply to **, which shall be **. (b) Except as otherwise required by applicable law, the Board may hold meetings in such place or places, within or outside of the State of Delaware, as the Board may determine from time to time. Business shall be conducted at such meetings in such order as the Board shall determine from time to time. (c) Regular meetings of the Board shall be held at least quarterly and at such times and places as shall be designated from time to time by the Board. Notice of such regular meetings shall not be required if held at the times and places as previously determined by the Board and provided to each Manager. Special meetings of the Board may be called by any Manager upon at least 24 hours prior notice, which may be given via electronic mail, and which notice must include dial-in or other information so as to permit each Manager to participate in such meeting by telephone conference or other electronic means. Such notice must state the purpose of such meeting. (d) Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Managers then entitled to be designated in accordance with Section 6.2; provided that at least one Manager designated by the NGPMR Group (if there is such a Manager) and at least one Manager designated by the MWE Liberty Group (if there is such a Manager) shall be required to sign such consent or approval, solely for purposes of providing an acknowledgement of receipt of notice of the action to be taken rather than approval or rejection thereof, in order for such consent or approval to be effective in the event that at least one Manager designated by the NGPMR Group (if there is such a Manager) or at least one Manager designated by the MWE Liberty Group (if there is such a Manager), as applicable, did not receive prior written notice of the action to be so taken. (e) Members of the Board may participate in any meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in such a meeting such constitute presence in person at such meeting, except as provided in clause (f). (f) Attendance of a Manager at any meeting of the Board (including by telephone) shall constitute a waiver of notice of such meeting, except where such Manager attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened and notifies the other Managers at such meeting of such purpose.

Votes Per Manager; Quorum; Required Vote for Board Action; Meetings of the Board. (a) Each Manager shall have one vote. Except as provided below, Managers comprising at least a majority of the total number of Managers entitled to be designated in accordance with Section 6.2 shall constitute a quorum for the transaction of business at a meeting of the Board. Except as otherwise expressly provided in this Agreement, any action or event shall be deemed approved by the Board of Managers comprising at least a majority of the total number of Managers then entitled to be designated at the time of such approval in accordance with Section 6.2 vote in favor of or approve such action or event at a meeting at which a quorum is present. Any actions by the Company Company: (a) in response to a breach of or default (or alleged breach or default) under an Affiliate Contract or other transaction with an Affiliate of a Member (such as a waiver of the breach or default, notice of breach or event of default or notice of termination for breach or default in accordance with the terms of the Affiliate Contract), or (b) or enforcement or exercise of any of the Company’s rights or remedies in respect to such breach or default (or alleged breach or default), or (c) in connection with the Company’s rights and obligations under Section 4.9 (collectively, “Enforcement Activities”) shall be conducted by or under the direction of the Board, provided provided, that any Manager designated by a Member that is a party to, or has an Affiliate (other than the Company) that is a party to, such Affiliate Contract or transaction ** at any meeting of the Board and ** of the Board; provided further that the foregoing proviso shall not apply to **, which shall be **. (b) Except as otherwise required by applicable law, the Board may hold meetings in such place or places, within or outside of the State of Delaware, as the Board may determine from time to time. Business shall be conducted at such meetings in such order as the Board shall determine from time to time. (c) Regular meetings of the Board shall be held at least quarterly and at such times and places as shall be designated from time to time by the Board. Notice of such regular meetings shall not be required if held at the times and places as previously determined by the Board and provided to each Manager. Special meetings of the Board may be called by any Manager upon at least 24 hours prior notice, which may be given via electronic mail, and which notice must include dial-in or other information so as to permit each Manager to participate in such meeting by telephone conference or other electronic means. Such notice must state the purpose of such meeting. (d) Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Managers then entitled to be designated in accordance with Section 6.2; provided provided, that at least one Manager designated by the NGPMR EMG Group (if there is such a Manager) and at least one Manager designated by the MWE Liberty Operating Company Group (if there is such a Manager) shall be required to sign such consent or approval, solely for purposes of providing an acknowledgement of receipt of notice of the action to be taken rather than approval or rejection thereof, in order for such consent or approval to be effective in the event that at least one Manager designated by the NGPMR EMG Group (if there is such a Manager) or at least one Manager designated by the MWE Liberty Operating Company Group (if there is such a Manager), as applicable, did not receive prior written notice of the action to be so takentaken (which prior written notice may be given by email). (e) Members of the Board may participate in any meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in such a meeting such constitute presence in person at such meeting, except as provided in clause (f). (f) Attendance of a Manager at any meeting of the Board (including by telephone) shall constitute a waiver of notice of such meeting, except where such Manager attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened and notifies the other Managers at such meeting of such purpose.

Votes Per Manager; Quorum; Required Vote for Board Action; Meetings of the Board. (a) Each Manager shall have one vote. Except as provided below, Managers comprising at least a majority of the total number of Managers entitled to be designated in accordance with Section 6.2 shall constitute a quorum for the transaction of business at a meeting of the Board. Except as otherwise expressly provided in this Agreement, any action or event shall be deemed approved by the Board of Managers comprising at least a majority of the total number of Managers then entitled to be designated at the time of such approval in accordance with Section 6.2 vote in favor of or approve such action or event at a meeting at which a quorum is present. Any actions by the Company in response to a breach of or default (or alleged breach or default) under an Affiliate Contract or other transaction with an Affiliate of a Member (such as a waiver of the breach or default, notice of breach or event of default or notice of termination for breach or default in accordance with the terms of the Affiliate Contract) or enforcement or exercise of any of the Company’s 's rights or remedies in respect to such breach or default (or alleged breach or default) (collectively, “"Enforcement Activities”") shall be conducted by or under the direction of the Board, provided provided, that any Manager designated by a Member that is a party to, or has an Affiliate (other than the Company) that is a party to, such Affiliate Contract or transaction ** at any meeting of the Board and ** of the Board; provided further that the foregoing proviso shall not apply to **, which shall be **. (b) Except as otherwise required by applicable law, the Board may hold meetings in such place or places, within or outside of the State of Delaware, as the Board may determine from time to time. Business shall be conducted at such meetings in such order as the Board shall determine from time to time. (c) Regular meetings of the Board shall be held at least quarterly and at such times and places as shall be designated from time to time by the Board. Notice of such regular meetings shall not be required if held at the times and places as previously determined by the Board and provided to each Manager. Special meetings of the Board may be called by any Manager upon at least 24 hours prior notice, which may be given via electronic mail, and which notice must include dial-in or other information so as to permit each Manager to participate in such meeting by telephone conference or other electronic means. Such notice must state the purpose of such meeting. (d) Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Managers then entitled to be designated in accordance with Section 6.2; provided provided, that at least one Manager designated by the NGPMR EMG Group (if there is such a Manager) and at least one Manager designated by the MWE Liberty Operating Company Group (if there is such a Manager) shall be required to sign such consent or approval, solely for purposes of providing an acknowledgement of receipt of notice of the action to be taken rather than approval or rejection thereof, in order for such consent or approval to be effective in the event that at least one Manager designated by the NGPMR EMG Group (if there is such a Manager) or at least one Manager designated by the MWE Liberty Operating Company Group (if there is such a Manager), as applicable, did not receive prior written notice of the action to be so takentaken (which prior written notice may be given by email). (e) Members of the Board may participate in any meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in such a meeting such constitute presence in person at such meeting, except as provided in clause (f). (f) Attendance of a Manager at any meeting of the Board (including by telephone) shall constitute a waiver of notice of such meeting, except where such Manager attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened and notifies the other Managers at such meeting of such purpose.

Votes Per Manager; Quorum; Required Vote for Board Action; Meetings of the Board. (a) Each Manager shall have one vote. Except as provided below, Managers comprising at least a majority of the total number of Managers entitled to be designated in accordance with Section 6.2 shall constitute a quorum for the transaction of business at a meeting of the Board; provided, that so long a Class A Member has the ability to designate at least two Managers pursuant to Section 6.2, at least one of the Managers designated by such Class A Member must be present to constitute a quorum. Except as otherwise expressly provided in this Agreement, any action or event shall be deemed approved by the Board of Managers comprising at least a majority of the total number of Managers then entitled to be designated at the time of such approval in accordance with Section 6.2 vote in favor of or approve such action or event at a meeting at which a quorum is present. Any actions by the Company Company: (a) in response to a breach of or default (or alleged breach or default) under an Affiliate Contract or other transaction with an Affiliate of a Member (such as a waiver of the breach or default, notice of breach or event of default or notice of termination for breach or default in accordance with the terms of the Affiliate Contract), or (b) or in connection with enforcement or exercise of any of the Company’s rights or remedies in respect to such breach or default (or alleged breach or default) under an Affiliate Contract or other transaction with an Affiliate of a Member, or (c) in connection with the exercise of the Company’s rights and obligations under Section 4.9 against a Member (collectively, “Enforcement Activities”) shall be conducted by or under the direction of the Board, provided provided, that any Manager designated by a Member that is a party to, or has an Affiliate (other than the Company) that is a party to, such Affiliate Contract or transaction ** at any meeting of the Board and ** of the Board; provided further that the foregoing proviso shall not apply to **, which shall be **. (b) Except as otherwise required by applicable law, the Board may hold meetings in such place or places, within or outside of the State of Delaware, as the Board may determine from time to time. Business shall be conducted at such meetings in such order as the Board shall determine from time to time. (c) Regular meetings of the Board shall may be held at least quarterly and periodically, but no less frequently than once every three months, at such times and places as shall may be designated from time to time by the Board. Notice of such regular meetings shall not be required if held at the times and places as previously determined by the Board and provided to each Manager. Special meetings of the Board may be called by any Manager upon at least 24 hours prior notice, which may be given via electronic mail, and which notice must include dial-in or other information so as to permit each Manager to participate in such meeting by telephone conference or other electronic means. Such notice must state the purpose of such meeting. (d) Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by a majority of the Managers then entitled to be designated in accordance with Section 6.2; provided that at least one Manager designated by the NGPMR Group (if there is such a Manager) and at least one Manager designated by the MWE Liberty Group (if there is such a Manager) shall be required to sign such consent or approval, solely for purposes of providing an acknowledgement of receipt of notice of the action to be taken rather than approval or rejection thereof, in order for such consent or approval to be effective in the event that at least one Manager designated by the NGPMR Group (if there is such a Manager) or at least one Manager designated by the MWE Liberty Group (if there is such a Manager), as applicable, did not receive prior written notice of the action to be so taken**. (e) Members of the Board may participate in any meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other and participation in such a meeting such shall constitute presence in person at such meeting, except as provided in clause (f). (f) Attendance of a Manager at any meeting of the Board (including by telephone) shall constitute a waiver of notice of such meeting, except where such Manager attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened and notifies the other Managers at such meeting of such purpose.