Voting by Managers Sample Clauses

Voting by Managers. The Managers shall act by majority consent, unless a larger percentage of Membership Interests is required by Section 5(c) below. In determining a majority vote, a Manager's vote shall be based on the Membership Interest of the Member who appointed said Manager. The Managers shall be responsible for the management of the Company, except to the extent delegation of specific tasks are delegated to certain Members, as provided in Section 4(b) above.
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Voting by Managers. The Manager or Managers who are present (in person or by written proxy) at any meeting of the Members Committee (or who are acting by written consent in lieu of a meeting) shall be entitled to act on behalf of such Members. If only one Manager appointed by a given Member is present at a meeting, such Manager shall be entitled to vote the entire voting power held by all Managers appointed by such Member. If more than one Manager appointed by a given Member is present at a meeting or if an Affiliate of a Member is also represented by a Manager at a meeting, such Managers shall vote such Member's or Members' entire voting power as a single unit. In the event of a disagreement at a meeting among Managers appointed by a single Member as to how to vote on any matter, the vote of the Manager designated by such Member as its Co-Chair shall be controlling and the vote of the other Manager or Managers representing such Member shall be disregarded with respect to such matter. In the event of a dispute or claim under any agreement entered into, other than a decision to enter into or amend such an agreement, between the Company and either of PCI-Sub or RCN-Sub or any of their respective Affiliates (including a determination to enforce the PCI Guarantee or the RCN Guarantee), the Member which is (or whose Affiliate is) a party to such agreement or guarantee shall not vote in respect of such dispute, claim or determination, and the Company may take such action as may be directed by the other Member.
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Voting by Managers 
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Related to Voting by Managers

  • Voting by Shareholders (a) Shareholders shall not have the power to vote on any matter except: (i) for the election or removal of Trustees to the extent and as provided in Article V hereof; and (ii) with respect to such additional matters relating to the Trust as may be required by law or as the Trustees may consider and determine necessary or desirable.

  • Voting at Meetings Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

  • Removal of Directors Unless otherwise restricted by law, any Director or the entire Board of Directors may be removed or expelled, with or without cause, at any time by the Member, and, subject to Section 10, any vacancy caused by any such removal or expulsion may be filled by action of the Member.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Voting Trusts, etc To join with other holders of any securities or debt instruments in acting through a committee, depository, voting trustee or otherwise, and in that connection to deposit any security or debt instrument with, or transfer any security or debt instrument to, any such committee, depository or trustee, and to delegate to them such power and authority with relation to any security or debt instrument (whether or not so deposited or transferred) as the Trustees shall deem proper, and to agree to pay, and to pay, such portion of the expenses and compensation of such committee, depository or trustee as the Trustees shall deem proper;

  • Shareholders Voting Powers and Meetings 11 Section 1.

  • Voting and Tender of Shares Subscriber agrees to vote the Shares in favor of an initial business combination that the Company negotiates and submits for approval to the Company’s stockholders and shall not seek redemption with respect to such Shares. Additionally, the Subscriber agrees not to tender any Shares in connection with a tender offer presented to the Company’s stockholders in connection with an initial business combination negotiated by the Company.

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