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.

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.

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.

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.

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.