Voting of Membership Interests. (1) Unless otherwise specifically stated in this Operating Agreement or as required by law, only Members holding Units shall have a right to vote on any matters.
(2) Except as otherwise provided by law or this Operating Agreement, each one Unit entitled to vote shall have one vote on each matter submitted to a vote. Such vote may be cast either in person or by proxy executed and delivered as provided in Section (k) of this Article.
(3) The Members having the right to vote at any meeting shall only be those of record on the books of the Limited Liability Company, and those acting in a representative capacity under Section (i) of this Article, on the date of such meeting. A Member may vote interests in the Limited Liability Company pledged.
(4) Voting by Members may be via voice vote unless the Chairman shall order or any Member entitled to vote shall demand that voting be by ballot. In such case each, ballot shall be signed by the Member voting or in such Member’s name by proxy, and shall state the Units voted by such Member.
(5) The vote of a Majority in Interest of all of the Members entitled to vote and not just of those Members represented at the meeting and entitled to vote thereon shall be required to be the act of the Members, unless the vote of a greater number is required by law, the Certificate of Organization or this Operating Agreement.
Voting of Membership Interests. Each of the Parties shall vote its membership interests and take all other actions necessary to ensure that all organizational documents of Newco (including the certificate of formation and the limited liability company agreement) shall, subject to the law, give effect to, and shall not conflict with, the provisions of this MOU.
Voting of Membership Interests. Unless the provisions of Section 8.1 of this Operating Agreement, the Company’s Articles of Organization or the Act provide otherwise, Membership Interests shall be entitled to proportionate voting rights on each matter voted on at a Members’ meeting.
Voting of Membership Interests. From and after the Closing Date, each Member shall vote all Membership Interests owned or controlled by it, and shall take all other necessary or desirable actions within its control (including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), to effectuate the provisions of this Agreement.
Voting of Membership Interests. Each outstanding Membership Interest shall be entitled to one vote upon each matter submitted to a vote of the holders thereof.
Voting of Membership Interests. A Member entitled to vote or otherwise act under this Agreement or the Act may take such action by written consent. A Member entitled to vote or act by written consent under this Agreement or the Act may authorize another Person to act for the Member by proxy or power of attorney. Any corporation or limited liability company that is a Member may vote at meetings of Members or take action by written consent by any of its officers or agents, or by proxy appointed by any officer or agent, or by power of attorney given by any officer or agent. A Member whose interest under this Agreement is pledged shall be entitled to vote the membership interest or take action by written consent until the membership interest has been transferred into the name of the pledgee, or a nominee of the pledgee, but nothing in this Section shall impair the validity of a proxy or power of attorney given to a pledgee or nominee that may entitle the pledgee or nominee to vote or take action by written consent with respect to such pledged membership interest prior to the transfer of such membership interest into the name of the pledge or nominee.
Voting of Membership Interests. As to matters to be voted on by the Members, each Member shall have the right to cast one vote for each membership interest unit owned by the Member. Except to the extent otherwise specified in this Agreement, each Member shall be free to vote its membership interest units in its discretion.
Voting of Membership Interests. Upon transfer of the Restaurant Project to Brewing Ventures, each Member hereby agrees to vote all Membership Interests owned by him in favor of the election to the Board of Directors of Brewing Ventures of Xxxxxx X.
Voting of Membership Interests. (a) Each of the Voting Members irrevocably agrees to vote in favor of the Merger and the terms of the Merger Agreement.
(b) Each of the Voting Members consents to the provisions in the Merger Agreement which provide for the creation of the Escrow Account and the terms of the Escrow Agreement annexed to the Merger Agreement.
(c) Each of the Voting Members hereby agrees that, during the period commencing on the date hereof and continuing until the first to occur of (x) the Effective Time of the Merger or (y) the taking by the Board of Managers of the Company of any action permitted under the Merger Agreement properly to terminate the Merger Agreement in accordance with its terms (the “Termination Date”), at any meeting of the holders of the Shares, however called, or in connection with any written consent of the holders of the Shares, he shall vote (or cause to be voted) the Shares held of record or Beneficially Owned by the Voting Member, whether now owned or hereafter acquired: (i) in favor of approval of the Merger, adoption of the Merger Agreement and any actions required in furtherance thereof and hereof, (ii) against any action or agreement that would result in a breach in any respect of any covenant, representation or warranty, or any other obligation or agreement, of the Company under the Merger Agreement or any Voting Member under this Voting Agreement and (iii) except as otherwise agreed to in writing in advance by Parent, against the following actions (other than the Merger and the transactions contemplated by this Voting Agreement and the Merger Agreement): (A) any extraordinary corporate transaction, such as a merger, consolidation or other business combination involving the Company, (B) a sale, lease or transfer of a material amount of assets of the Company, or a reorganization, recapitalization, dissolution or liquidation of the Company; (C)(1) any change in a majority of the individuals who constitute the Company's board of managers; (2) any change in the present capitalization of the Company or any amendment of the Company's Certificate of Formation or LLC Agreement; (3) any material change in the Company's limited liability company structure or business; or (4) any other action which, in the case of each of the matters referred to in clauses (C)(1), (2) or (3), is intended, or could reasonably be expected, to impede, interfere with, delay, postpone, or materially and adversely affect the Merger and the transactions contemplated by this Voti...
Voting of Membership Interests. Each Member shall have a vote equal to such Member’s Percentage Interest in the Company.
