Voting Rights of Members; Meetings of Members. (a) From and after the Effective Date, the following actions shall not be effected without the approval of a majority of the then-outstanding Voting Class A Units, voting together as a single class (it being understood that each such action shall also require approval of the Board by Supermajority Board Vote):
(i) subject to Sections 7.2(b), 7.3 and 13.3, approval of any Distributions of profits or capital of the Company to the Members (other than Tax Advances);
(ii) approval of a transaction to which the Company is a party and which results in a Change of Control;
(iii) any liquidation, dissolution or winding up of any Subsidiary of the Company (other than MEMX LLC) and, if applicable, the related appointment of a liquidating trustee; and
(iv) commencement, filing or initiation of any proceeding relating to voluntary or involuntary bankruptcy or insolvency with respect to the Company.
(b) From and after the Effective Date, any waiver or amendment of any provision of this Agreement which would significantly and adversely affect the rights, preferences, powers or privileges of the Class A-1 Units and Class A-2 Units shall not be effected without the approval of the majority of the then-outstanding Voting Class A Units, voting together as a single class (it being understood that each such action shall also require approval of the Board by Supermajority Board Vote).
(c) From and after the Effective Date, the following actions shall not be effected without the approval of a majority of the then-outstanding Class C-1 Units and Voting Common Units, voting together as a single class (it being understood that each such action shall also require approval of the Board by Supermajority Board Vote):
(i) subject to Sections 7.2(b), 7.3 and 13.3, approval of any Distributions of profits or capital of the Company to the Members (other than Tax Advances);
(ii) approval of a transaction to which the Company is a party and which results in a Change of Control;
(iii) any liquidation, dissolution or winding up of any Subsidiary of the Company (other than MEMX LLC) and, if applicable, the related appointment of a liquidating trustee; and
(iv) commencement, filing or initiation of any proceeding relating to voluntary or involuntary bankruptcy or insolvency with respect to the Company.
(d) From and after the Effective Date, any waiver or amendment of any provision of this Agreement which would significantly and adversely affect the rights, preferences, powers or privileges of th...
Voting Rights of Members; Meetings of Members. (a) Members shall be entitled to vote for the Managers, each of whom shall be elected or removed by holders of a majority of the aggregate Common Units then issued and outstanding; provided, however, that notwithstanding anything to the contrary in this Agreement, each of the parties hereto hereby agrees to take any and all actions, including, without limitation, the voting of all Common Units held by them to effect the purpose of Section 8.1 and cause the Managers to be elected subject to Section 8.1.
(b) A meeting of the Members may be called at any time by Members holding not less than 25% of the then issued and outstanding Common Units. Meetings of the Members shall be held at the Company’s principal place of business or at any other place agreed to by the Members. Not less than five nor more than 60 days before each meeting, the Person or Persons calling the meeting shall give written notice of the meeting to each Member, stating the place, date, hour and purpose of the meeting. Notwithstanding the foregoing provisions, a Member shall be deemed to waive such notice if, before or after the meeting, the Member signs a waiver of the notice which is filed with the records of meetings of the Members, or is present at the meeting in person or by proxy without objecting to the lack of notice prior to the commencement of such meeting.
(c) At any meeting, the presence in person or by proxy of Members holding not less than a majority of the Common Units then issued and outstanding shall constitute a quorum. If, at any meeting duly called, a quorum shall not be present, a majority of the Members present at such meeting may reschedule such meeting, despite the absence of a quorum, which rescheduled meeting may be held on not less than 24 hours notice to the other Members. A Member may vote either in person or by written proxy signed by the Member or by the Member’s duly authorized attorney in fact. Except as otherwise provided in Section 8.13(c), at any meeting at which a quorum is present, the affirmative vote (in person or by proxy) of Members owning a majority of the Common Units then issued and outstanding shall be the act of the Members.
(d) A meeting of the Members need not be held at any time, except as called pursuant to Section 8.13(b).
(e) Any action which may be taken by the Members at any meeting may be taken without a meeting if consents in writing setting forth the action so taken are signed by Members owning the requisite number of Common Units the...
Voting Rights of Members; Meetings of Members
