Common use of Voting Rights of Members; Meetings of Members Clause in Contracts

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 the Class C-1 Units shall not be effected without the approval of a majority of the then-outstanding Class C-1 Units (it being understood that each such action shall also require approval of the Board by Supermajority Board Vote). (e) From and after the Effective Date, the following actions (which shall be construed in a manner consistent with 12 C.F.R. §225.2(q)(2)(i)) shall not be effected without the approval of the majority of the then-outstanding Class C-1 Units and Class C-2 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) any issuance of Units or Unit Equivalents of the Company that have (A) a preference in respect of Distributions or return of capital that is senior to the holders of the Class C Units or (B) no right to convert into Common Units; and (ii) any exchange, reclassification or cancellation (whether by merger, consolidation or otherwise) or modification of the terms of all or part of the Class C Units which exchange, reclassification, cancellation or modification, as applicable, significantly and adversely affects the rights or preferences of the Class C Units. (f) From and after the Effective Date, the following actions (which shall be construed in a manner consistent with 12 C.F.R. §225.2(q)(2)(i)) shall not be effected without the approval of the majority of the then-outstanding Class A-1 Units, Class A-2 Units, Nonvoting Class A-1 Units and Nonvoting Class A-2 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) any issuance of Units or Unit Equivalents of the Company that have a preference in respect of Distributions or return of capital that is senior to the holders of the Class A Units; and (ii) any exchange, reclassification or cancellation (whether by merger, consolidation or otherwise) or modification of the terms of all or part of the Class A Units which exchange, reclassification, cancellation or modification, as applicable, significantly and adversely affects the rights or preferences of the Class A Units. (g) From and after the Effective Date, any liquidation, dissolution or winding up of the Company (which shall be construed in a manner consistent with 12 C.F.R. §225.2(q)(2)(i)) shall not be effected without the approval of the majority of the then-outstanding Class A-1 Units, Class A-2 Units, Nonvoting Class A-1 Units, Nonvoting Class A-2 Units, Class C-1 Units, Class C- 2 Units, Voting Common Units and Nonvoting 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). (h) Meetings of Members may be called by (i) by a simple majority of the then- serving Directors, (ii) by the Class A Members holding, in the aggregate, at least ten percent (10%) of the aggregate then-outstanding Class A Units, or (iii) by the Class C Members holding, in the aggregate, at least twenty percent (20%) of the aggregate then-outstanding Class C Units. (i) Written notice stating the place, day and hour of the meeting and describing the purpose for which the meeting is called shall be delivered to each Member entitled to such notice not fewer than fifteen (15) Business Days nor more than sixty (60) calendar days before the date of the meeting. The notice of any meeting of Members shall include an agenda specifying in reasonable detail the matters to be discussed at such meeting. Except as required by Applicable Law, Class B Members, in their capacity as such, shall not be entitled to notice of, and shall not have a right to attend, any meetings of Members. (j) Any Member that is entitled to notice of a meeting may waive such notice in writing, whether before or after the time of such meeting. Attendance by a Member at a meeting of Members shall constitute a waiver of notice of such meeting by such Member, except when such Member attends such meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business at such meeting because such meeting is called or convened in violation of this Agreement or any Applicable Law. (k) Members may participate in and hold a meeting by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear and communicate with each other. Participation in a meeting by such means shall constitute presence in person at the meeting, except where a Member participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that such meeting was called or convened in violation of this Agreement or any Applicable Law. (l) If any action is required by Applicable Law to be taken by the Members, such action to be taken at any meeting of Members may be taken without a meeting if the action is taken in writing (which may be via email communication) by consent of such number of Members as would otherwise be required to approve such action, and the writing or writings are filed with the minutes of the meeting of Members (or, where required by Applicable Law, a class or series thereof, as applicable). For purposes of the foregoing, an action shall be deemed to have been taken in writing via email communication if (i) an email communication is sent by an Officer to all Members entitled to vote on the matter at issue clearly specifying the action to be taken, (ii) the number of Members required to approve the matter at issue respond to the Officer’s email with an unambiguous approval of such matter, and (iii) the Officer’s email and all such responses are filed with the minutes of the meetings of Members. (m) The presence in person or by proxy of Members holding at least fifty percent (50%) of the then-outstanding Class A Units and Class C Units (considered in the aggregate) shall constitute a quorum for the transaction of business for such matter. Any meeting regarding such a matter may be adjourned from time to time by the holders of a majority of the votes properly cast upon such matter, whether or not a quorum is present, and the meeting may be adjourned without further notice. Upon resumption of such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. (n) No Member shall enter into any voting trust or other similar legally binding agreements or arrangements of any kind with any Person with respect to voting of any Units or other voting securities of the Company or any Company Subsidiaries. (o) If any Member purports to vote, or to grant any proxy or enter into any agreement, plan or other arrangement relating to the voting of, Units that would violate the provisions of this Agreement, then the Company shall not honor such vote, proxy, agreement, plan or other arrangement to the extent that such provisions would be violated, and any Units subject to that arrangement shall not be entitled to be voted to the extent of such violation.

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, Class D-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, (i) 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 C-1 Units shall not be effected without the approval of a majority of the then-outstanding Class C-1 Units (it being understood that each such action shall also require approval of the Board by Supermajority Board Vote) and (ii) 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 D-1 Units shall not be effected without the approval of a majority of the then-outstanding Class D-1 Units (it being understood that each such action shall also require approval of the Board by Supermajority Board Vote). (e) From and after the Effective Date, the following actions (which shall be construed in a manner consistent with 12 C.F.R. §225.2(q)(2)(i)) shall not be effected without the approval of the majority of the then-outstanding Class C-1 Units and Class C-2 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) any issuance of Units or Unit Equivalents of the Company that have (A) a preference in respect of Distributions or return of capital that is senior to the holders of the Class C Units or (B) no right to convert into Common Units; and (ii) ): any exchange, reclassification or cancellation (whether by merger, consolidation or otherwise) or modification of the terms of all or part of the Class C Units which exchange, reclassification, cancellation or modification, as applicable, significantly and adversely affects the rights or preferences of the Class C Units. (f) From and after the Effective Date, the following actions (which shall be construed in a manner consistent with 12 C.F.R. §225.2(q)(2)(i)) shall not be effected without the approval of the majority of the then-outstanding Class D-1 Units and Class D-2 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): any exchange, reclassification or cancellation (whether by merger, consolidation or otherwise) or modification of the terms of all or part of the Class D Units which exchange, reclassification, cancellation or modification, as applicable, significantly and adversely affects the rights or preferences of the Class D Units. (g) From and after the Effective Date, the following actions (which shall be construed in a manner consistent with 12 C.F.R. §225.2(q)(2)(i)) shall not be effected without the approval of the majority of the then-outstanding Class C-1 Units, Class C-2, Class D-1 Units, and Class D-2 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): any issuance of Units or Unit Equivalents of the Company that have (i) a preference in respect of Distributions or return of capital that is senior to the holders of the Class C Units and the holders of the Class D Units or (ii) no right to convert into Common Units. (h) From and after the Effective Date, the following actions (which shall be construed in a manner consistent with 12 C.F.R. §225.2(q)(2)(i)) shall not be effected without the approval of the majority of the then-outstanding Class A-1 Units, Class A-2 Units, Nonvoting Class A-1 Units and Nonvoting Class A-2 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) any issuance of Units or Unit Equivalents of the Company that have a preference in respect of Distributions or return of capital that is senior to the holders of the Class A Units; and (ii) any exchange, reclassification or cancellation (whether by merger, consolidation or otherwise) or modification of the terms of all or part of the Class A Units which exchange, reclassification, cancellation or modification, as applicable, significantly and adversely affects the rights or preferences of the Class A Units. (gi) From and after the Effective Date, any liquidation, dissolution or winding up of the Company (which shall be construed in a manner consistent with 12 C.F.R. §225.2(q)(2)(i)) shall not be effected without the approval of the majority of the then-outstanding Class A-1 Units, Class A-2 Units, Nonvoting Class A-1 Units, Nonvoting Class A-2 Units, Class C-1 Units, Class C- 2 Units, Class D-1 Units, Class D-2 Units, Voting Common Units and Nonvoting 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). (hj) Meetings of Members may be called by (i) by a simple majority of the then- serving Directors, (ii) by the Class A Members holding, in the aggregate, at least ten percent (10%) of the aggregate then-outstanding Class A Units, or (iii) by the Class C Members and/or Class D Members holding, in the aggregate, at least twenty percent (20%) of the aggregate then-outstanding Class C Units and Class D Units. (ik) Written notice stating the place, day and hour of the meeting and describing the purpose for which the meeting is called shall be delivered to each Member entitled to such notice not fewer than fifteen (15) Business Days nor more than sixty (60) calendar days before the date of the meeting. The notice of any meeting of Members shall include an agenda specifying in reasonable detail the matters to be discussed at such meeting. Except as required by Applicable Law, Class B Members, in their capacity as such, shall not be entitled to notice of, and shall not have a right to attend, any meetings of Members. (jl) Any Member that is entitled to notice of a meeting may waive such notice in writing, whether before or after the time of such meeting. Attendance by a Member at a meeting of Members shall constitute a waiver of notice of such meeting by such Member, except when such Member attends such meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business at such meeting because such meeting is called or convened in violation of this Agreement or any Applicable Law. (km) Members may participate in and hold a meeting by means of telephone conference or similar communications equipment by means of which all persons participating in the meeting can hear and communicate with each other. Participation in a meeting by such means shall constitute presence in person at the meeting, except where a Member participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that such meeting was called or convened in violation of this Agreement or any Applicable Law. (ln) If any action is required by Applicable Law to be taken by the Members, such action to be taken at any meeting of Members may be taken without a meeting if the action is taken in writing (which may be via email communication) by consent of such number of Members as would otherwise be required to approve such action, and the writing or writings are filed with the minutes of the meeting of Members (or, where required by Applicable Law, a class or series thereof, as applicable). For purposes of the foregoing, an action shall be deemed to have been taken in writing via email communication if (i) an email communication is sent by an Officer to all Members entitled to vote on the matter at issue clearly specifying the action to be taken, (ii) the number of Members required to approve the matter at issue respond to the Officer’s email with an unambiguous approval of such matter, and (iii) the Officer’s email and all such responses are filed with the minutes of the meetings of Members. (mo) The presence in person or by proxy of Members holding at least fifty percent (50%) of the then-outstanding Class A Units, Class C Units and Class C D Units (considered in the aggregate) shall constitute a quorum for the transaction of business for such matter. Any meeting regarding such a matter may be adjourned from time to time by the holders of a majority of the votes properly cast upon such matter, whether or not a quorum is present, and the meeting may be adjourned without further notice. Upon resumption of such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the original meeting. (np) No Member shall enter into any voting trust or other similar legally binding agreements or arrangements of any kind with any Person with respect to voting of any Units or other voting securities of the Company or any Company Subsidiaries. (oq) If any Member purports to vote, or to grant any proxy or enter into any agreement, plan or other arrangement relating to the voting of, Units that would violate the provisions of this Agreement, then the Company shall not honor such vote, proxy, agreement, plan or other arrangement to the extent that such provisions would be violated, and any Units subject to that arrangement shall not be entitled to be voted to the extent of such violation.