Voting; Quorum; Required Vote for Action. Unless otherwise required by the Delaware LLC Act, other Law or the provisions hereof,
(i) each member of the Board of Directors shall have one vote;
(ii) the presence at a meeting of a majority of the members of the Board of Directors shall constitute a quorum at any such meeting for the transaction of business; and
(iii) the act of a majority of the members of the Board of Directors present at a meeting duly called in accordance with Section 6.2(e) at which a quorum is present shall be deemed to constitute the act of the Board of Directors.
Voting; Quorum; Required Vote for Action. Unless otherwise required by the Act:
(i) each member of the Board of Directors shall have one vote;
(ii) the presence at a meeting of a majority of the members of the Board of Directors shall constitute a quorum at any such meeting for the transaction of business; and
(iii) the act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be deemed to constitute an act of the Board of Directors.
Voting; Quorum; Required Vote for Action. Unless otherwise required by the Act, other Law or the provisions hereof,
(i) each member of the Board of Directors shall have one vote;
(ii) except for matters requiring Special Approval, the presence at a meeting of a majority of the members of the Board of Directors shall constitute a quorum at any such meeting for the transaction of business;
(iii) except for matters requiring Special Approval, the act of a majority of the members of the Board of Directors present at a meeting duly called in accordance with Section 6.02(d) at which a quorum is present shall be deemed to constitute the act of the Board of Directors; and
(iv) [Reserved]
(v) without obtaining Special Approval, the Company shall not, and shall not take any action to cause the MLP to, (1) make or consent to a general assignment for the benefit of its respective creditors; (2) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the MLP, as applicable, or otherwise seek, with respect to the Company or the MLP, as applicable, relief from debts or protection from creditors generally; (3) file or consent to the filing of a petition or answer seeking for the Company or the MLP, as applicable, a liquidation, dissolution, arrangement, or similar relief under any law; (4) file an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Company or the MLP, as applicable, in a proceeding of the type described in any of clauses (1) – (3) of this Section 6.02(c)(v); (5) seek, consent to or acquiesce in the appointment of a receiver, liquidator, conservator, assignee, trustee, sequestrator, custodian or any similar official for the Company or the MLP, as applicable, or for all or any substantial portion of either entity’s properties; (6) sell all or substantially all of the Company’s or the MLP’s assets, except, in the case of the MLP, in accordance with Section 7.3(b) of the MLP Agreement; (7) dissolve or liquidate, except, in the case of the MLP, in accordance with Article XII of the MLP Agreement; or (8) merge or consolidate, except, in the case of the MLP, in accordance with Article XIV of the MLP Agreement.
Voting; Quorum; Required Vote for Action. Unless otherwise required by the Act, other Law or the provisions hereof,
(i) each member of the Board of Directors shall have one vote;
(ii) except as provided in Section 6.02(c)(iii), the presence at a meeting of a majority of the members of the Board of Directors shall constitute a quorum at any such meeting for the transaction of business;
(iii) the act of a majority of the members of the Board of Directors present at a meeting duly called in accordance with Section 6.02(d) at which a quorum is present shall be deemed to constitute the act of the Board of Directors.
Voting; Quorum; Required Vote for Action. Unless otherwise required by the Act, other Applicable Law or the provisions hereof,
(a) each of the ETP Designees and the OGE Designees, whether acting individually, through an alternate or by proxy, shall collectively have 50% of the aggregate voting power of the Management Council Members; provided, however, that if either ETP Sub or OGE Sub no longer has the right to designate two Management Council Members as provided in Section 4.6, each Management Council Member shall thereafter have one vote;
(b) if either the ETP Designees or the OGE Designees are unable to agree between themselves how to vote on a given matter, then the voting power attributable to the Member that appointed them will be divided equally among such Member’s designated Management Council Members who are present at the meeting;
(c) the presence at a meeting of at least one OGE Designee and one ETP Designee shall constitute a quorum at any such meeting for the transaction of business; and
(d) except as otherwise provided in Section 4.7, the act of the Management Council Members holding a majority of the voting power held by (or, if either ETP Sub or OGE Sub no longer has the right to designate two Management Council Members as provided in Section 4.6, a majority of the number of) the Management Council Members present at a meeting duly called in accordance with Section 4.10 at which a quorum is present shall be deemed to constitute the act of the Management Council.
Voting; Quorum; Required Vote for Action. Unless otherwise required by the Act, other Law or the provisions hereof,
Voting; Quorum; Required Vote for Action. Unless otherwise required by law or the provisions hereof,
(i) each member of the Partnership Policy Committee shall have a number of votes that corresponds to the General Partner Percentage Interest of the General Partner that appointed such member (if the general partner interest of a General Partner in the Partnership is purchased by another General Partner or General Partners pursuant to the applicable provisions of the MLP Agreement, the voting power of the Departing Partner shall be reallocated to the purchasing General Partner(s) based on the portion of the Departing Partner's General Partner Percentage Interest purchased by such General Partner(s));
(ii) the presence at a meeting of members of the Partnership Policy Committee that in the aggregate represent a majority of the total number of votes held by all members of the Partnership Policy Committee shall constitute a quorum at any such meeting for the transaction of business; and
(iii) the act of members of the Partnership Policy Committee that in the aggregate represent a majority of the total number of votes held by all members of the Partnership Policy Committee shall be deemed to constitute the act of the Partnership Policy Committee. In the event of a 50-50 split in voting with respect to any matter before the Partnership Policy Committee, any member of the Partnership Policy Committee shall have the right, exercisable by delivery of written notice to the other members of the Partnership Policy Committee within 30 days after such vote, to cause such matter to be submitted to binding arbitration in accordance with the following procedures:
(A) The members of the Partnership Policy Committee shall, within 15 Business Days following the receipt by each non-submitting member of the notice referred to above, attempt to agree upon an independent expert qualified to decide on the particular matter with respect to which a 50-50 split in voting has occurred (the expert so selected being herein referred to as the "ARBITRATOR"); provided, however, that if such agreement cannot be reached within such period, the member(s) of the Partnership Policy Committee voting affirmatively on such matter shall select a qualified independent expert within 15 days thereafter, the member(s) of the Partnership Policy Committee voting against such matter shall select a qualified independent expert within 15 days thereafter, and the two experts so selected shall, within ten days following the selection of the latter of ...
Voting; Quorum; Required Vote for Action. Unless otherwise required by the Act, other Law or the provisions hereof,
(1) each member of the Board of Directors shall have one vote;
(2) the presence at a meeting of the Board of Directors of a majority of the members of the Board of Directors shall constitute a quorum at any such meeting for the transaction of business; and
(3) the act of a majority of the members of the Board of Directors present at a meeting of the Board of Directors at which a quorum is present shall be deemed to constitute the act of the Board of Directors. Notwithstanding the foregoing, during the Initial Term, the affirmative vote of at least seven (7) members of the Board of Directors shall be required to (i) authorize the filing by the Company of a voluntary petition for liquidation or reorganization under the United States Bankruptcy Code, (ii) fund or capitalize the Litigation Trust (as defined in, and created pursuant to, the Plan) with cash or other property in excess of $1,250,000, in the aggregate, other than with the proceeds from the issuance of any Member Interests following the Effective Date, (iii) dissolve the Company pursuant to Section 7.1(a) or otherwise, (iv) declare or pay Distributions pursuant to Section 8.1 or otherwise, (v) approve the sale of all or substantially all of the assets of the Company pursuant to Article X or otherwise, or (vi) incur any indebtedness or incur any liens not otherwise permitted by the Debt Securities.
Voting; Quorum; Required Vote for Action. Unless otherwise required by the Act, other Law or the provisions hereof,
(i) each member of the Board of Directors shall have one vote;
(ii) except as provided in Section 6.02(c)(iii) and 6.02(c)(iv), the presence at a meeting of a majority of the members of the Board of Director shall constitute a quorum at any such meeting for the transaction of business; provided, however, that (A) if none of the El Paso GP Holdco Appointed Directors are present at any meeting duly called in accordance with Section 6.02(d), the presence at such meeting of five Directors shall constitute a quorum, and (B) during the period that El Paso GP Holdco (including, for this purpose, Permitted Transferees admitted as Substitute Members pursuant to Section 9.02(a)) maintains the Required Economic Interest, the presence of at least one El Paso GP Holdco Designated Insider shall be required to vote on any actions described in Section 6.01(b);
(iii) except as provided in Section 6.02(c)(iv), the act of a majority of the members of the Board of Directors present at a meeting duly called in accordance with Section 6.02(d) at which a quorum is present shall be deemed to constitute the act of the Board of Directors; provided, however, (A) if there is a tie vote among the Board of Directors with respect to any matter brought before them for a vote, and Enterprise Parent 2 Individual is one of the Directors, then the vote of Enterprise Parent 2 Individual shall be the tie-breaking vote and the vote by the Enterprise Parent 2 Individual and other Directors that collectively represent half of the members of the Board of Directors present at a meeting at which a quorum is present shall be deemed to constitute the act of the Board of Directors, and (B) during the period that El Paso GP Holdco (including, for this purpose, Permitted Transferees admitted as Substitute Members pursuant to Section 9.02(a)) maintains the Required Economic Interest, no actions described in Section 6.01(b) shall be approved pursuant to clause (A) of this Section 6.02(c)(iii) absent the approval of at least one El Paso GP Holdco Designated Insider; and
(iv) if Subject Business is to be discussed at a meeting of the Board of Directors in accordance with the provisions of Section 10.02, then the notice of such meeting delivered pursuant to Section 6.02(d) shall so specify, and (A) the Directors appointed by any Member whose Affiliate desires to pursue such Subject Business may recuse themselves from any discussions and...
Voting; Quorum; Required Vote for Action. Unless otherwise required by law or the provisions hereof:
6.7.1. Each Director shall have one vote;
6.7.2. The presence at a meeting of the Board that in the aggregate represent a majority of Directors shall constitute a quorum at any such meeting for the transaction of business; and
6.7.3. The act of Directors that in the aggregate represent a majority of the total number of votes held by all Directors shall be deemed to constitute the act of the Board.
