Common use of Voting Rights of Members Clause in Contracts

Voting Rights of Members. (a) The Members shall have no right or authority to vote on matters other than matters explicitly requiring such vote in this Agreement or in the Act. For matters set forth in this Agreement explicitly requiring a vote of the Members, such matters shall require the affirmative vote of all Members. In the event any Member shall transfer less than all of its Percentage Interest to an unaffiliated third party in a transaction or in a series of transactions, then the portion of such Member’s votes that is equal to the portion of such Member’s Percentage Interest transferred shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not have the right to vote on any matter as an “Member”. In the event any Member shall transfer its entire Percentage Interest held on the date of such transfer to an unaffiliated third party in a transaction or in a series of transactions, then all of the votes of its Percentage Interest on the date of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V and such transferee shall not have the right to vote on any matter as a “Member”. Notwithstanding the foregoing, if at any time a Member shall transfer more than 50% of such Member’s Percentage Interest (excluding, however, Permitted Transfers), the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (ii), (x) to the extent Contributing Member(s) elect to treat their respective Funded Amounts as Priming Capital Contributions and such Non-Contributing Member repays all such Priming Capital Contributions (including all interest thereon) within 10 days, the voting rights of such Member shall be reinstated and (y) to the extent the Contributing Member(s) elect to treat their respective Funded Amounts as Additional Capital Contributions, the Company shall provide notice to such Non-Contributing Member on the next Business Day indicating such election and the voting rights of such Non-Contributing Member shall be deemed cancelled if the Non-Contributing Member does not provide its capital contribution to the Company within 10 days after receipt of such notice. (b) Notwithstanding anything to the contrary in this Agreement, unless expressly set forth in this Agreement (including pursuant to Sections 3.2(g) or 3.2(h) above), the Company shall not approve or take, and the Managing Member shall neither take nor cause the Company to take or approve, any action with respect to any Major Decision without the affirmative vote or written consent of all of the Members.

Voting Rights of Members. (a) The Except as expressly provided in this Agreement or otherwise required by the Act, Members shall have no right or authority voting rights; provided, however, that the Holders of Class A Units (other than Holders that became Holders as a result of a Transfer that was not in compliance with the terms and conditions of this Agreement) shall be entitled to one vote per Class A Unit (other than Class A Units that are Held as a result of a Transfer that was not in compliance with the terms and conditions in this Agreement) Held by such Holder on all matters (if any) on which such Class A Members are entitled to vote on matters other than matters explicitly requiring such vote in pursuant to this Agreement or in and the Act. For matters set forth in this Agreement explicitly requiring a vote of the Members; provided, such matters further, that Class B Members and Class C Members shall require the affirmative vote of all Membershave no voting rights. In the event any Member shall transfer less than all of its Percentage Interest Class A Units to an unaffiliated third party or any other Member in a transaction or in a series of transactions, transactions then the portion of such Member’s votes that is equal to the portion of such Member’s Percentage Interest Class A Units transferred shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not have the right to vote on any matter as an “be a Member”. In the event any Member shall transfer all its entire Percentage Interest Class A Units held on the date of such transfer to an unaffiliated third party or any other Member in a transaction or in a series of transactions, then all of the votes of its Percentage Interest Class A Units on the date of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V and such transferee shall not have the right to vote on any matter as a “Member”. V. Notwithstanding the foregoing, if at any time a Member (x) shall transfer more than 50% of such Member’s Percentage Interest Class A Units (excluding, however, transfers made by such Member to a Permitted TransfersTransferee), (y) with respect to an Investor Member, ceases to be controlled by their respective controlled Affiliates as of the date hereof, as applicable or (z) shall be in default with respect to its obligations to fund additional Capital Contributions pursuant to Section 2.2 above, the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (iiz), (xA) to the extent Contributing Member(s) elect a Member elects to treat their respective Funded Amounts its obligation to fund capital as Priming Capital Contributions a loan and such Non-Contributing Member repays all such Priming Capital Contributions loans (including all interest thereon) within 10 15 days, the voting rights of such Member shall be reinstated and (yB) to the extent the Contributing Member(s) elect a Member elects to treat their respective Funded Amounts its obligation to fund capital as Additional a Capital ContributionsContribution, the Company shall provide notice to such Non-Contributing Member on the next Business Day indicating such election and the voting rights of such Non-Contributing Member shall be deemed cancelled if the Non-Contributing Member does not provide its capital contribution Capital Contribution to the Company within 10 15 days after receipt of such notice. (b) Notwithstanding anything to Any action by the contrary in this Agreement, unless expressly set forth in this Agreement (including pursuant to Sections 3.2(g) or 3.2(h) above), the Company Class A Members shall not approve or take, and the Managing Member shall neither take nor cause the Company to take or approve, any action with respect to any Major Decision without require the affirmative vote or written consent of the majority of the voting power with respect to the Class A Units of the Class A Members entitled to vote, voting together as one class, except as otherwise set forth Section 12.2. Notwithstanding anything in this Agreement to the contrary, this Section 3.5(b) shall not be amended without the unanimous consent of the Class A Members. Meetings of the Members may be called only by the holders of a majority of the outstanding Class A Units or a majority of the Management Board. A meeting shall be held at a time and place determined by the Management Board in its sole discretion. (c) To the extent a vote, action or approval of the Xxxxx Parties, or the Class A Units Held by the Xxxxx Parties, is required pursuant to this Agreement or the Act, the Xxxxx Representative shall vote or provide such approval on behalf of all such Xxxxx Parties at the direction of the Xxxxx Parties that collectively Hold in excess of 50% of the Class A Units Held by all of the MembersXxxxx Parties immediately prior to such vote or approval. (d) To the extent a vote, action or approval of the Cerberus Funds, or the Class A Units Held by the Cerberus Funds, is required pursuant to this Agreement or the Act, the Cerberus Representative shall vote or provide such approval on behalf of all such Cerberus Funds at the direction of the Cerberus Funds that collectively Hold in excess of 50% of the Class A Units Held by all of the Cerberus Funds immediately prior to such vote or approval.

Voting Rights of Members. (a) The Members shall have no right or authority to vote on matters other than matters explicitly requiring such vote in this Agreement or in the Act. For matters set forth in this Agreement explicitly requiring a vote of the Members, such matters shall require the affirmative vote of all Members. In the event any Member shall transfer less than all of its Percentage Interest to an unaffiliated third party in a transaction or in a series of transactions, then the portion of such Member’s votes that is equal to the portion of such Member’s Percentage Interest transferred shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not have the right to vote on any matter as an “Member”. In the event any Member shall transfer its entire Percentage Interest held on the date of such transfer to an unaffiliated third party in a transaction or in a series of transactions, then all of the votes of its Percentage Interest on the date of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V and such transferee shall not have the right to vote on any matter as a “Member”. Notwithstanding the foregoing, if at any time a Member (i) shall transfer more than 50% of such Member’s Percentage Interest (excluding, however, Permitted Transfers), or (ii) shall be in default with respect to its obligations to fund additional capital contributions pursuant to Section 2.2 above, the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (ii), (x) to the extent Contributing Member(s) elect to treat their respective Funded Amounts as Priming Capital Contributions and such Non-Contributing Member repays all such Priming Capital Contributions (including all interest thereon) within 10 days, the voting rights of such Member shall be reinstated and (y) to the extent the Contributing Member(s) elect to treat their respective Funded Amounts as Additional Capital Contributions, the Company shall provide notice to such Non-Contributing Member on the next Business Day indicating such election and the voting rights of such Non-Contributing Member shall be deemed cancelled if the Non-Contributing Member does not provide its capital contribution to the Company within 10 days after receipt of such notice. (b) Notwithstanding anything to the contrary in this Agreement, unless expressly set forth in this Agreement (including pursuant to Sections 3.2(g) or Section 3.2(h) above), the Company shall not approve or take, and the Managing Member shall neither take nor cause the Company to take or approve, any action with respect to any Major Decision without the affirmative vote or written consent of all of the Members.

Voting Rights of Members. (ai) The Members owning Class B Common Membership Interests shall have possess no right or authority voting power with respect to vote on matters other than matters explicitly requiring such vote Class B Common Membership Interests held. For so long as no Event of Default has occurred and is continuing, and except as otherwise provided in this Agreement or in the Act. For matters set forth , (A) the Members owning the Class A Common Membership Interests shall exclusively possess all voting power for the election of Directors and for all other purposes and are entitled to vote on each matter to be voted on at a meeting of Members and (B) the Members owning the Preferred Interests shall possess no voting power with respect to such Preferred Interests held. (ii) Upon the occurrence of an Event of Default, and during the continuation thereof, and except as otherwise provided in this Agreement explicitly requiring or the Act, (A) the Members owning the Class A Preferred Membership Interests and the Class B Preferred Membership Interests, voting together as a vote single class, shall exclusively possess all voting power for the election of the Members, such matters shall require the affirmative vote of Directors and for all Members. In the event any Member shall transfer less than all of its Percentage Interest to an unaffiliated third party in a transaction or in a series of transactions, then the portion of such Member’s votes that is equal to the portion of such Member’s Percentage Interest transferred other purposes and shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not have the right entitled to vote on any each matter as an “Member”. In to be voted on at a meeting of Members and (B) the event any Member Members owning the Class A Common Membership Interests shall transfer its entire Percentage Interest held on the date of such transfer to an unaffiliated third party in a transaction or in a series of transactions, then all of the votes of its Percentage Interest on the date of such transfer shall be deemed to have been transferred possess no voting power with respect to such transferee upon the satisfaction of the conditions contained in Article V and such transferee shall not have the right to vote on any matter as a “Member”. Common Interests held. (iii) Notwithstanding the foregoing, if at so long as any time a Member shall transfer more than 50% of such Member’s Percentage Interest (excluding, however, Permitted Transfers), the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (ii), (x) to the extent Contributing Member(s) elect to treat their respective Funded Amounts as Priming Capital Contributions and such Non-Contributing Member repays all such Priming Capital Contributions (including all interest thereon) within 10 days, the voting rights of such Member shall be reinstated and (y) to the extent the Contributing Member(s) elect to treat their respective Funded Amounts as Additional Capital ContributionsClass A Preferred Membership Interests are outstanding, the Company shall provide notice not, without the prior written consent of Class A Preferred Members owning a majority of the Class A Preferred Membership Interests then outstanding: (A) amend, alter, change or repeal any of the express terms of the Class A Preferred Membership Interests in a manner prejudicial to the holders thereof; (B) convert any Class A Preferred Membership Interests into another class or series of Interests; or (C) (i) authorize, create, or increase the number of authorized or outstanding Interests that rank senior or equal to the Class A Preferred Membership Interests as to the payment of dividends or of distributions upon the liquidation, dissolution or winding up of the Company (such Non-Contributing Member on class or series being referred to herein as “Class A Senior Interests”); or (ii) authorize, create or issue any obligation or security convertible into or otherwise exercisable for, or any rights or options entitling the next Business Day indicating such election and holder thereof to purchase, Class A Senior Interests; (D) create, incur or assume any indebtedness, or increase any existing indebtedness, of the voting rights Company, other than in the ordinary course of such Non-Contributing Member shall business; (E) consolidate or merge with or into any Person, convert from a limited liability company into any other form of entity, or to sell all or substantially all of its assets; (F) institute proceedings to be deemed cancelled if adjudicated bankrupt or insolvent, or consent to the Non-Contributing Member does not provide its capital contribution institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company within 10 days after receipt under any applicable federal or state law relating to bankruptcy, or consent to the appointment of such noticea receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due; or (G) dissolve or liquidate other than as provided in Section 16.2. (biv) Notwithstanding anything to the contrary in this Agreementforegoing, unless expressly set forth in this Agreement (including pursuant to Sections 3.2(g) or 3.2(h) above)so long as any Class B Preferred Membership Interests are outstanding, the Company shall not approve not, without the prior written consent of Class B Preferred Members owning a majority of the Class B Preferred Membership Interests then outstanding: (A) amend, alter, change or takerepeal any of the express terms of the Class B Preferred Membership Interests in a manner prejudicial to the holders thereof; (B) convert any Class B Preferred Membership Interests into another class or series of Interests; or (C) (i) authorize, and create, or increase the Managing Member shall neither take nor cause number of authorized or outstanding Interests that rank senior or equal to the Class B Preferred Membership Interests as to the payment of dividends or of distributions upon the liquidation, dissolution or winding up of the Company (such class or series being referred to take herein as “Class B Senior Interests”); or approve(ii) authorize, create or issue any action obligation or security convertible into or otherwise exercisable for, or any rights or options entitling the holder thereof to purchase, Class B Senior Interests; (D) create, incur or assume any indebtedness, or increase any existing indebtedness, of the Company, other than in the ordinary course of business; (E) consolidate or merge with or into any Person, convert from a limited liability company into any other form of entity, or to sell all or substantially all of its assets; (F) institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any Major Decision without applicable federal or state law relating to bankruptcy, or consent to the affirmative vote appointment of a receiver, liquidator, assignee, trustee, sequestrator (or written consent of all other similar official) of the MembersCompany or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due; or (G) dissolve or liquidate other than as provided in Section 16.2.

Voting Rights of Members. (a) The Members shall have no right or authority to vote on matters other than matters explicitly requiring such vote in this Agreement or in the Act. For matters set forth in this Agreement explicitly requiring a vote of the Initial Members, such matters shall require the affirmative vote of all Initial Members. In the event any Initial Member shall transfer less than all of its Percentage Interest to an unaffiliated third party in a transaction or in a series of transactions, then the portion of such Initial Member’s votes that is equal to the portion of such Initial Member’s Percentage Interest transferred shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not have the right to vote on any matter as an “Initial Member”. In the event any Initial Member shall transfer its entire Percentage Interest held on the date of such transfer to an unaffiliated third party in a transaction or in a series of transactions, then all of the votes of its Percentage Interest on the date of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V and such transferee shall not have the right to vote on any matter as a an “Initial Member”. Notwithstanding the foregoing, if at any time a Member (i) shall transfer more than 50% of such Member’s Percentage Interest (excluding, however, transfers made by such Member to a Permitted TransfersTransferee), or (ii) shall be in default with respect to its obligations to fund additional capital contributions pursuant to Section 2.2 above, the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (ii), (x) to the extent Contributing Member(s) elect to treat their respective Funded Amounts as Priming Capital Contributions loans and such Non-Contributing Member repays all such Priming Capital Contributions loans (including all interest thereon) within 10 15 days, the voting rights of such Member shall be reinstated and (y) to the extent the Contributing Member(s) elect to treat their respective Funded Amounts as Additional Capital Contributionscapital contributions, the Company shall provide notice to such Non-Contributing Member on the next Business Day indicating such election and the voting rights of such Non-Contributing Member shall be deemed cancelled if the Non-Contributing Member does not provide its capital contribution to the Company within 10 15 days after receipt of such notice. (b) Notwithstanding anything to the contrary in this Agreement, unless expressly set forth in this Agreement (including pursuant to Sections 3.2(g) or Section 3.2(h) above), the Company shall not approve or take, and neither the Managing Member shall neither take nor or cause the Company to take or approve, any action with respect to any Major Decision without the affirmative vote or written consent of all of the Initial Members.

Voting Rights of Members. (a) The Members shall have no right or authority to vote on matters other than matters explicitly requiring such vote in this Agreement or in the Act. For On matters set forth in this Agreement or in the Act explicitly requiring a vote of the Members, each Member shall have a number of votes equal to a fraction, expressed as a percentage, of (i) the number of Units held by such matters shall require Member and (ii) the affirmative vote number of Units held by all Members. In the event any Member shall transfer less than all of its Percentage Interest Units to an unaffiliated third party or any other Member in a transaction or in a series of transactions, transactions then the portion of such Member’s votes that is equal to the portion of such Member’s Percentage Interest Units transferred shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not have the right to vote on any matter as an “be a Member”. In the event any Member shall transfer all its entire Percentage Interest Units held on the date of such transfer to an unaffiliated third party or any other Member in a transaction or in a series of transactions, then all of the votes of its Percentage Interest Units on the date of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V and such transferee shall not have the right to vote on any matter as a “Member”. V. Notwithstanding the foregoing, if at any time a Member (x) shall transfer more than 50% of such Member’s Percentage Interest Units (excluding, however, transfers made by such Member to a Permitted TransfersTransferee), (y) with respect to an Investor Member, ceases to be controlled by Cerberus Capital Management, LP, Xxxxx Realty, LP, Schottenstein Stores Corp. or Xxxxxx-Xxxxx Partners, L.P. or their respective controlled Affiliates, as applicable or (z) shall be in default with respect to its obligations to fund additional Capital Contributions pursuant to Section 2.2 above, the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (iiy), (xA) to the extent Contributing Member(s) elect a Member elects to treat their respective Funded Amounts its obligation to fund capital as Priming Capital Contributions a loan and such Non-Contributing Member repays all such Priming Capital Contributions loans (including all interest thereon) within 10 15 days, the voting rights of such Member shall be reinstated and (yB) to the extent the Contributing Member(s) elect a Member elects to treat their respective Funded Amounts its obligation to fund capital as Additional a Capital ContributionsContribution, the Company shall provide notice to such Non-Contributing Member on the next Business Day indicating such election and the voting rights of such Non-Contributing Member shall be deemed cancelled if the Non-Contributing Member does not provide its capital contribution Capital Contribution to the Company within 10 15 days after receipt of such notice. (b) Notwithstanding anything to Any action by the contrary in this Agreement, unless expressly set forth in this Agreement (including pursuant to Sections 3.2(g) or 3.2(h) above), the Company Members shall not approve or take, and the Managing Member shall neither take nor cause the Company to take or approve, any action with respect to any Major Decision without require the affirmative vote or written consent of all the majority of the voting power of the Members entitled to vote, voting together as one class, except as otherwise set forth in Section 3.8(d) and Section 12.2. Notwithstanding anything in this Agreement to the contrary, this Section 3.6(b) shall not be amended without the unanimous consent of the Members.

Voting Rights of Members. (a) i. The Members owning Class B Common Membership Interests shall have possess no right or authority voting power with respect to vote on matters other than matters explicitly requiring such vote Class B Common Membership Interests held. For so long as no Event of Default has occurred and is continuing, and except as otherwise provided in this Agreement or in the Act. For matters , (A) the Members owning the Class A Common Membership Interests shall exclusively possess all voting power for the election of Directors and for all other purposes and are entitled to vote on each matter to be voted on at a meeting of Members and (B) the Members owning the Class A Preferred Membership Interests, the Class B Preferred Membership Interests, the Class C Preferred Membership Interests and the Class D Preferred Membership Interests shall possess no voting power with respect to such Preferred Interests held, except as expressly set forth in Sections 5.6(iii), (iv), (v) and (vi) respectively. ii. Upon the occurrence of an Event of Default, and during the continuation thereof, and except as otherwise provided in this Agreement explicitly requiring or the Act, (A) the Members owning the Class A Preferred Membership Interests, the Class B Preferred Membership Interests and the Class C Preferred Membership Interests, voting together as a vote single class, shall exclusively possess all voting power for the election of the Members, such matters shall require the affirmative vote of Directors and for all Members. In the event any Member shall transfer less than all of its Percentage Interest to an unaffiliated third party in a transaction or in a series of transactions, then the portion of such Member’s votes that is equal to the portion of such Member’s Percentage Interest transferred other purposes and shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not have the right entitled to vote on any each matter as an “Member”. In to be voted on at a meeting of Members and (B) the event any Member Members owning the Class A Common Membership Interests shall transfer its entire Percentage Interest held on the date of such transfer to an unaffiliated third party in a transaction or in a series of transactions, then all of the votes of its Percentage Interest on the date of such transfer shall be deemed to have been transferred possess no voting power with respect to such transferee upon the satisfaction of the conditions contained in Article V and such transferee shall not have the right to vote on any matter as a “Member”Common Interests held. iii. Notwithstanding the foregoing, if at so long as any time a Member shall transfer more than 50% of such Member’s Percentage Interest (excluding, however, Permitted Transfers), the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (ii), (x) to the extent Contributing Member(s) elect to treat their respective Funded Amounts as Priming Capital Contributions and such Non-Contributing Member repays all such Priming Capital Contributions (including all interest thereon) within 10 days, the voting rights of such Member shall be reinstated and (y) to the extent the Contributing Member(s) elect to treat their respective Funded Amounts as Additional Capital ContributionsClass A Preferred Membership Interests are outstanding, the Company shall provide notice to such Non-Contributing Member on the next Business Day indicating such election and the voting rights of such Non-Contributing Member shall be deemed cancelled if the Non-Contributing Member does not provide its capital contribution to the Company within 10 days after receipt of such notice. (b) Notwithstanding anything to the contrary in this Agreementnot, unless expressly set forth in this Agreement (including pursuant to Sections 3.2(g) or 3.2(h) above), the Company shall not approve or take, and the Managing Member shall neither take nor cause the Company to take or approve, any action with respect to any Major Decision without the affirmative vote or prior written consent of all Class A Preferred Members owning a majority of the Members.Class A Preferred Membership Interests then outstanding: 1. amend, alter, change or repeal any of the express terms of the Class A Preferred Membership Interests in a manner prejudicial to the holders thereof; 2. convert any Class A Preferred Membership Interests into another class or series of Interests; or (i) authorize, create, or increase the number of authorized or outstanding Interests that rank senior or equal to the Class A Preferred Membership Interests as to the payment of dividends or of distributions upon the liquidation, dissolution or winding up of the Company (such class or series being referred to herein as “Class A Senior Interests”); or (ii) authorize, create or issue any obligation or security convertible into or otherwise exercisable for, or any rights or options entitling the holder thereof to purchase, Class A Senior Interests; 4. create, incur or assume any indebtedness, or increase any existing indebtedness, of the Company, other than in the ordinary course of business;

Voting Rights of Members. (a) The Right to vote 12.1 Unless their Shares carry no right to vote, or unless a call or other amount presently payable has not been paid, all Members are entitled to vote at a general meeting, whether on a show of hands or on a poll, and all Members holding Shares of a particular class of Shares are entitled to vote at a meeting of the holders of that class of Shares. Unless otherwise required under the Act or by these Articles, holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. 12.2 Members may vote in person or by proxy. 12.3 On a show of hands, every Member shall have no right one vote. For the avoidance of doubt, an individual who represents two or authority more Members, including a Member in that individual’s own right, that individual shall be entitled to a separate vote for each Member. 12.4 On a poll, each Class A Ordinary Share shall be entitled to twenty (20) votes on all matters subject to vote at general meetings of the Company, and each Class B Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at general meetings of the Company. 12.5 A fraction of a Class A Ordinary Share shall entitle its holder to an equivalent fraction of twenty (20) votes, and a fraction of a Class B Ordinary Share shall entitle its holder to an equivalent fraction of one (1) vote. 12.6 No Member is bound to vote on matters other than matters explicitly requiring such his Shares or any of them; nor is he bound to vote in this Agreement or each of his Shares in the Actsame way. For matters set forth in this Agreement explicitly requiring Rights of joint holders 12.7 If Shares are held jointly, only one of the joint holders may vote. If more than one of the joint holders tenders a vote, the vote of the Members, such matters holder whose name in respect of those Shares appears first in the register of Members shall require the affirmative vote of all Members. In the event any Member shall transfer less than all of its Percentage Interest to an unaffiliated third party in a transaction or in a series of transactions, then the portion of such Member’s votes that is equal be accepted to the portion of such Member’s Percentage Interest transferred shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not have the right to vote on any matter as an “Member”. In the event any Member shall transfer its entire Percentage Interest held on the date of such transfer to an unaffiliated third party in a transaction or in a series of transactions, then all exclusion of the votes of its Percentage Interest on the date other joint holder. Representation of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V and such transferee shall not have the right to vote on any matter as a “Member”. Notwithstanding the foregoing, if at any time a Member shall transfer more than 50% of such Member’s Percentage Interest (excluding, however, Permitted Transfers), the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as corporate Members 12.8 Save where otherwise required by the Act; provided, a corporate Member must act by a duly authorised representative. 12.9 A corporate Member wishing to act by a duly authorised representative must identify that in the case of clause (ii), (x) to the extent Contributing Member(s) elect to treat their respective Funded Amounts as Priming Capital Contributions and such Non-Contributing Member repays all such Priming Capital Contributions (including all interest thereon) within 10 days, the voting rights of such Member shall be reinstated and (y) to the extent the Contributing Member(s) elect to treat their respective Funded Amounts as Additional Capital Contributions, the Company shall provide notice to such Non-Contributing Member on the next Business Day indicating such election and the voting rights of such Non-Contributing Member shall be deemed cancelled if the Non-Contributing Member does not provide its capital contribution person to the Company within 10 days after receipt by notice in writing. 12.10 The authorisation may be for any period of such time, and must be delivered to the Company before the commencement of the meeting at which it is first used. 12.11 The Directors of the Company may require the production of any evidence which they consider necessary to determine the validity of the notice. (b) Notwithstanding anything to the contrary in this Agreement, unless expressly set forth in this Agreement (including pursuant to Sections 3.2(g) or 3.2(h) above), the Company shall not approve or take, and the Managing Member shall neither take nor cause the Company to take or approve, any action with respect to any Major Decision without the affirmative vote or written consent of all of the Members.

Voting Rights of Members. All actions and votes of Members required or permitted under the terms of this Agreement may be conducted pursuant to the following terms and provisions in the sole discretion of the Manager. (a1) Each Member shall have the right to cast one vote for each percent of ownership of record on the books of the Company by such Member. Members shall not be entitled to cumulate their votes. (2) The Manager shall set a record date for determining the Members entitled to cast a ballot and to vote, which date shall have no right not be more than fifty (50) or authority less than twenty (20) days prior to the date on which such ballots are deposited in regular mail or otherwise delivered to the Manager. The Manager shall give notice to each Member and shall transmit with any such notice the following: (i) description of each matter being voted upon; (ii) a ballot providing for each Member to cast his number of votes for or against each matter being voted upon; (iii) a statement of the date by which each Member's ballot must be received by the Manager, which date shall be not less than twenty (20) days from the date on which such ballots are deposited in the regular mail or otherwise delivered to the Members; and (iv) an envelope self-addressed to the Manager at the Manager's address. (3) All ballots must be returned to the Manager not later than the date indicated on the ballot pursuant to Section (2)(iii) above. Ballots received after said date shall be considered void. (4) Within ten (10) days after the date indicated on the ballot pursuant to Section (2) (iii) above, the Manager shall count the vote. All ballots not returned, or returned after the due date, shall not be counted in the vote. The Manager shall within ten (10) days after tallying the vote on matters other than matters explicitly requiring such notify the Members of the outcome of said vote by written notice. (5) Unless otherwise specified in this Agreement or in the Act. For Agreement, any matters set forth in this Agreement explicitly requiring which shall be submitted to a vote of the Members, such matters shall require the affirmative vote of all Members. In the event any Member shall transfer less than all of its Percentage Interest to an unaffiliated third party in a transaction or in a series of transactions, then the portion of such Member’s votes that is equal to the portion of such Member’s Percentage Interest transferred Members shall be deemed cancelled approved if Members owning not less than seventy-five percent (75%) of the ownership interest then owned by all Members, in the aggregate, and the transferee (if an unaffiliated third party) in such transfer shall not have the right who are entitled to vote on any matter as an “Member”. In in accordance with the event any Member shall transfer its entire Percentage Interest held on the date provisions of such transfer to an unaffiliated third party in a transaction or in a series of transactions, then all of the votes of its Percentage Interest on the date of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V and such transferee shall not have the right to vote on any matter as a “Member”. Notwithstanding the foregoing, if at any time a Member shall transfer more than 50% of such Member’s Percentage Interest Section (excluding, however, Permitted Transfers), the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (ii), (x) to the extent Contributing Member(s) elect to treat their respective Funded Amounts as Priming Capital Contributions and such Non-Contributing Member repays all such Priming Capital Contributions (including all interest thereon) within 10 days, the voting rights of such Member shall be reinstated and (y) to the extent the Contributing Member(s) elect to treat their respective Funded Amounts as Additional Capital Contributions, the Company shall provide notice to such Non-Contributing Member on the next Business Day indicating such election and the voting rights of such Non-Contributing Member shall be deemed cancelled if the Non-Contributing Member does not provide its capital contribution to the Company within 10 days after receipt of such notice. (b) Notwithstanding anything to the contrary in this Agreement, unless expressly set forth in this Agreement (including pursuant to Sections 3.2(g) or 3.2(h1) above), the Company shall not approve or take, and the Managing Member shall neither take nor cause the Company to take or approve, cast their votes in favor of any action with respect to any Major Decision without the affirmative vote or written consent of all of the Memberssuch matter.

Voting Rights of Members. (ai) The Members owning Class B Common Membership Interests shall have possess no right or authority voting power with respect to vote on matters other than matters explicitly requiring such vote Class B Common Membership Interests held. For so long as no Event of Default has occurred and is continuing, and except as otherwise provided in this Agreement or in the Act. For matters set forth , (A) the Members owning the Class A Common Membership Interests shall exclusively possess all voting power for the election of Directors and for all other purposes and are entitled to vote on each matter to be voted on at a meeting of Members and (B) the Members owning the Class A Preferred Membership Interests, the Class B Preferred Membership Interests and the Class C Preferred Membership Interests shall possess no voting power with respect to such Preferred Interests held. (ii) Upon the occurrence of an Event of Default, and during the continuation thereof, and except as otherwise provided in this Agreement explicitly requiring or the Act, (A) the Members owning the Class A Preferred Membership Interests, the Class B Preferred Membership Interests, and the Class C Preferred Membership Interests, voting together as a vote single class, shall exclusively possess all voting power for the election of the Members, such matters shall require the affirmative vote of Directors and for all Members. In the event any Member shall transfer less than all of its Percentage Interest to an unaffiliated third party in a transaction or in a series of transactions, then the portion of such Member’s votes that is equal to the portion of such Member’s Percentage Interest transferred other purposes and shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not have the right entitled to vote on any each matter as an “Member”. In to be voted on at a meeting of Members and (B) the event any Member Members owning the Class A Common Membership Interests shall transfer its entire Percentage Interest held on the date of such transfer to an unaffiliated third party in a transaction or in a series of transactions, then all of the votes of its Percentage Interest on the date of such transfer shall be deemed to have been transferred possess no voting power with respect to such transferee upon the satisfaction of the conditions contained in Article V and such transferee shall not have the right to vote on any matter as a “Member”. Common Interests held. (iii) Notwithstanding the foregoing, if at so long as any time a Member shall transfer more than 50% of such Member’s Percentage Interest (excluding, however, Permitted Transfers), the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (ii), (x) to the extent Contributing Member(s) elect to treat their respective Funded Amounts as Priming Capital Contributions and such Non-Contributing Member repays all such Priming Capital Contributions (including all interest thereon) within 10 days, the voting rights of such Member shall be reinstated and (y) to the extent the Contributing Member(s) elect to treat their respective Funded Amounts as Additional Capital ContributionsClass A Preferred Membership Interests are outstanding, the Company shall provide notice not, without the prior written consent of Class A Preferred Members owning a majority of the Class A Preferred Membership Interests then outstanding: (A) amend, alter, change or repeal any of the express terms of the Class A Preferred Membership Interests in a manner prejudicial to the holders thereof; (B) convert any Class A Preferred Membership Interests into another class or series of Interests; or (C) (i) authorize, create, or increase the number of authorized or outstanding Interests that rank senior or equal to the Class A Preferred Membership Interests as to the payment of dividends or of distributions upon the liquidation, dissolution or winding up of the Company (such Non-Contributing Member on class or series being referred to herein as “Class A Senior Interests”); or (ii) authorize, create or issue any obligation or security convertible into or otherwise exercisable for, or any rights or options entitling the next Business Day indicating such election and holder thereof to purchase, Class A Senior Interests; (D) create, incur or assume any indebtedness, or increase any existing indebtedness, of the voting rights Company, other than in the ordinary course of such Non-Contributing Member shall business; (E) consolidate or merge with or into any Person, convert from a limited liability company into any other form of entity, or to sell all or substantially all of its assets; (F) institute proceedings to be deemed cancelled if adjudicated bankrupt or insolvent, or consent to the Non-Contributing Member does not provide its capital contribution institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company within 10 days after receipt under any applicable federal or state law relating to bankruptcy, or consent to the appointment of such noticea receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due; or (G) dissolve or liquidate other than as provided in Section 16.2. (biv) Notwithstanding anything to the contrary in this Agreementforegoing, unless expressly set forth in this Agreement (including pursuant to Sections 3.2(g) or 3.2(h) above)so long as any Class B Preferred Membership Interests are outstanding, the Company shall not approve not, without the prior written consent of Class B Preferred Members owning a majority of the Class B Preferred Membership Interests then outstanding: (A) amend, alter, change or takerepeal any of the express terms of the Class B Preferred Membership Interests in a manner prejudicial to the holders thereof; (B) convert any Class B Preferred Membership Interests into another class or series of Interests; or (C) (i) authorize, and create, or increase the Managing Member shall neither take nor cause number of authorized or outstanding Interests that rank senior or equal to the Class B Preferred Membership Interests as to the payment of dividends or of distributions upon the liquidation, dissolution or winding up of the Company (such class or series being referred to take herein as “Class B Senior Interests”); or approve(ii) authorize, create or issue any action obligation or security convertible into or otherwise exercisable for, or any rights or options entitling the holder thereof to purchase, Class B Senior Interests; (D) create, incur or assume any indebtedness, or increase any existing indebtedness, of the Company, other than in the ordinary course of business; (E) consolidate or merge with or into any Person, convert from a limited liability company into any other form of entity, or to sell all or substantially all of its assets; (F) institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any Major Decision applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due; or (G) dissolve or liquidate other than as provided in Section 16.2. (v) Notwithstanding the foregoing, so long as any Class C Preferred Membership Interests are outstanding, the Company shall not, without the affirmative vote or prior written consent of all Class C Preferred Members owning a majority of the MembersClass C Preferred Membership Interests then outstanding: (A) amend, alter, change or repeal any of the express terms of the Class C Preferred Membership Interests in a manner prejudicial to the holders thereof; (B) convert any Class C Preferred Membership Interests into another class or series of Interests; or (C) (i) authorize, create, or increase the number of authorized or outstanding Interests that rank senior or equal to the Class C Preferred Membership Interests as to the payment of dividends or of distributions upon the liquidation, dissolution or winding up of the Company (such class or series being referred to herein as “Class C Senior Interests”); or (ii) authorize, create or issue any obligation or security convertible into or otherwise exercisable for, or any rights or options entitling the holder thereof to purchase, Class C Senior Interests; (D) create, incur or assume any indebtedness, or increase any existing indebtedness, of the Company, other than in the ordinary course of business; (E) consolidate or merge with or into any Person, or convert from a limited liability company into any other form of entity; or (F) institute proceedings to be adjudicated bankrupt or insolvent, or consent to the institution of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief with respect to the Company under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or a substantial part of its property, or make any assignment for the benefit of creditors of the Company, or admit in writing the Company’s inability to pay its debts generally as they become due.

Voting Rights of Members. (A) Notwithstanding anything in this Agreement to the contrary, for so long as a Member’s Percentage Interest is greater than [***] ([***]%), the following actions shall require the unanimous approval of the Members: (1) any amendment, restatement or revocation of the Certificate, except (a) The Members shall have no right as provided in Section 1.5(A) to effectuate a change in the principal place of business of the Joint Venture Company, (b) to change the name of the Joint Venture Company, (c) as required by Applicable Law, or authority (d) to vote accomplish any action that would be allowed under the terms and conditions of this Agreement where the only prohibition on matters the performance of such action is the terms of the Certificate; (2) any material change in the business purpose of the Joint Venture Company or any of its Subsidiaries, other than matters explicitly requiring such vote a change in accordance with the proviso to Section 1.4; (3) any Transfer of any Interest to any Person, except as expressly permitted by Sections 12.2, 12.4(A), 12.4(B) or 12.5; (4) any agreement with respect to all present or former Members to extend the period for assessing any tax which is attributable to any Joint Venture Company item or item of any of the Joint Venture Company’s Subsidiaries; (5) any approval of the inclusion within the business purpose of the Joint Venture Company or any of its Subsidiaries the manufacture of memory products other than NAND Flash Memory Products, subject to the proviso to Section 1.4; (6) any approval or setting of any distribution to any Member (other than distributions of cash in accordance with Article 5); provided, however, that a Member’s consent for the purposes of this Section 7.4(A)(6) shall not be unreasonably withheld; and (7) the sale, license, assignment or other transfer of any intellectual property owned or in the possession of the Joint Venture Company or any Subsidiary of the Joint Venture Company (including any technology or know-how, whether or not patented, any trademark, trade name or service xxxx, any copyright or any software or other method or process) to any Person other than a Domestic Facilities Company or an Applicable Joint Venture or a Wholly-Owned Subsidiary of an Applicable Joint Venture, except as provided in the Joint Venture Documents or as otherwise unanimously agreed in writing by the Members. (B) Notwithstanding anything in this Agreement or to the contrary, and in addition to the Act. For matters set forth in this Agreement explicitly requiring provisions of Section 7.4(A), for so long as a vote Member’s Percentage Interest is at least [***] percent ([***]%), the following actions shall require the unanimous approval of the Members: (1) the incurrence of any indebtedness for borrowed money, such matters shall require other than (i) as provided in Article 2 or Article 3 and (ii) any third-party equipment financing; (2) any sale, lease, pledge (other than pledges of equipment under a permitted third-party equipment financing), assignment, transfer (other than transfers to a Wholly-Owned Subsidiary of the affirmative vote Joint Venture Company) or other disposition of all Members. In any asset of the event Joint Venture Company or any Member shall transfer less than all of its Percentage Interest Subsidiaries or group of assets in each case other than in the ordinary course, unless approved in an Undisputed Approved Business Plan or unless made in connection with a dissolution of the Joint Venture Company as contemplated by Article 13; provided, however, that unanimous approval will not be required if the aggregate amount of such sales, leases, pledges (other than pledges of equipment under a permitted third-party equipment financing), assignments, transfers (other than transfers to a Wholly-Owned Subsidiary of the Joint Venture Company) and other dispositions not in the ordinary course do not exceed the amount provided for in an unaffiliated third party Undisputed Approved Business Plan by more than $[***] in a any Fiscal Year; (3) any purchase, lease or other acquisition, in any single transaction or in a series of related transactions, then of personal property or services or capital equipment inconsistent with an Approved Business Plan (after taking into account any general overrun provisions contained in such Approved Business Plan); (4) any capital expenditures or series of related capital expenditures, that exceed the portion amount provided therefor in the most recently Approved Business Plan (after taking into account any general spending overrun provisions contained in such Approved Business Plan) or any commitment by the Joint Venture Company or any Subsidiary of the Joint Venture Company to make expenditures in any development project in an amount greater than the amount set forth in the most recently Approved Business Plan (after taking into account any general spending overrun provisions contained in such Member’s votes Approved Business Plan); (5) any merger, consolidation or other business combination to which the Joint Venture Company or any Subsidiary of the Joint Venture Company is a party, or any other transaction to which the Joint Venture Company or any Subsidiary of the Joint Venture Company is a party (other than where the Joint Venture Company is merged or combined with or consolidated into a Wholly-Owned Subsidiary of the Joint Venture Company), resulting in a change of control of the Joint Venture Company or any Subsidiary of the Joint Venture Company, other than a change of control that is equal may occur pursuant to Article 2 or Article 3; (a) the voluntary commencement or the failure to contest in a timely and appropriate manner any involuntary proceeding or the filing of any petition seeking relief under bankruptcy, insolvency, receivership or similar laws, (b) the application for or consent to the portion appointment of a receiver, trustee, custodian, conservator or similar official for the Joint Venture Company or any Subsidiary of the Joint Venture Company, or for a substantial part of their property or assets, (c) the filing of an answer admitting the material allegations of a petition filed against the Joint Venture Company or any Subsidiary of the Joint Venture Company in any proceeding described above, (d) the consent to any order for relief issued with respect to any proceeding described in this subsection (6), (e) the making of a general assignment for the benefit of creditors, or (f) the admission in writing of the Joint Venture Company’s inability, or the failure of the Joint Venture Company or of any Subsidiary of the Joint Venture Company generally, to pay its debts as they become due or the taking of any action for the purpose of effecting any of the foregoing; (7) the acquisition of any business or entry into any joint venture or partnership; (8) the creation of any direct or indirect Subsidiary of the Joint Venture Company other than a Domestic Facilities Company or any other Wholly-Owned Subsidiary of the Joint Venture Company; and (9) negotiating external sources of additional wafer manufacturing capacity for Joint Venture Products. In addition, such Member shall have the right to review and comment on any public announcement by the Joint Venture Company or any Subsidiary of the Joint Venture Company. (C) Notwithstanding anything in this Agreement to the contrary, and in addition to the provisions of Sections 7.4(A) and 7.4(B), for so long as a Member’s Percentage Interest transferred shall be deemed cancelled and the transferee is at least [***] percent (if an unaffiliated third party) in such transfer shall not have the right to vote on any matter as an “Member”. In the event any Member shall transfer its entire Percentage Interest held on the date of such transfer to an unaffiliated third party in a transaction or in a series of transactions, then all of the votes of its Percentage Interest on the date of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V and such transferee shall not have the right to vote on any matter as a “Member”. Notwithstanding the foregoing, if at any time a Member shall transfer more than 50% of such Member’s Percentage Interest (excluding, however, Permitted Transfers[***]%), the remaining votes of such Member following actions shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by require the Act; provided, that in the case of clause (ii), (x) to the extent Contributing Member(s) elect to treat their respective Funded Amounts as Priming Capital Contributions and such Non-Contributing Member repays all such Priming Capital Contributions (including all interest thereon) within 10 days, the voting rights of such Member shall be reinstated and (y) to the extent the Contributing Member(s) elect to treat their respective Funded Amounts as Additional Capital Contributions, the Company shall provide notice to such Non-Contributing Member on the next Business Day indicating such election and the voting rights of such Non-Contributing Member shall be deemed cancelled if the Non-Contributing Member does not provide its capital contribution to the Company within 10 days after receipt of such notice. (b) Notwithstanding anything to the contrary in this Agreement, unless expressly set forth in this Agreement (including pursuant to Sections 3.2(g) or 3.2(h) above), the Company shall not approve or take, and the Managing Member shall neither take nor cause the Company to take or approve, any action with respect to any Major Decision without the affirmative vote or written consent of all unanimous approval of the Members: (1) the purchase, license or other acquisition of rights to third party intellectual property other than routine software licenses in connection with the Joint Venture Company’s or any of its Subsidiaries’ ongoing operations.