Waiver of Notice; Approval of Meeting. Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.
Waiver of Notice; Approval of Meeting. The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove of any matters submitted for consideration or to object to the failure to submit for consideration any matters required to be included in the notice of the meeting, but not so included, if such objection is expressly made at the beginning of the meeting.
Waiver of Notice; Approval of Meeting. The transaction of business at any meeting of Shareholders, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after call and notice in accordance with Section 13.4 and Section 13.5, if a quorum is present either in person or by proxy. Attendance of a Shareholder at a meeting shall constitute a waiver of notice of the meeting, except when the Shareholder attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove of any matters submitted for consideration or to object to the failure to submit for consideration any matters required to be included in the notice of the meeting, but not so included, if such objection is expressly made at the beginning of the meeting.
Waiver of Notice; Approval of Meeting. Approval of Minutes 63 Section 13.9 Quorum and Voting 64 Section 13.10 Conduct of a Meeting 64 Section 13.11 Action Without a Meeting 64 Section 13.12 Right to Vote and Related Matters 65 Section 14.1 Authority 66 Section 14.2 Procedure for Merger or Consolidation 66 Section 14.3 Approval by Limited Partners 67 Section 14.4 Certificate of Merger 68 Section 14.5 Effect of Merger or Consolidation 68
Waiver of Notice; Approval of Meeting. Whenever notice to the Members is required to be given under this Agreement, a written waiver, signed by the Person entitled to notice, whether before or after the time stated therein, or a waiver by electronic transmission by the person or persons entitled to notice, or a waiver by electronic transmission by the person or persons entitled to notice whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Person at any such meeting of the Members shall constitute a waiver of notice of such meeting, except when the Person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Members need be specified in any written waiver of notice unless so required by resolution of the Board of Directors. Any Member so waiving notice of a meeting shall be bound by the proceedings of such meeting in all respects as if due notice thereof had been given. All waivers and approvals shall be filed with the Company records or made part of the minutes of the meeting.
Waiver of Notice; Approval of Meeting. Approval of Minutes 62 Section 13.9. Quorum 63 Section 13.10. Conduct of a Meeting 63 Section 13.11. Action Without a Meeting 64 Section 13.12. Voting and Other Rights 64
Waiver of Notice; Approval of Meeting. Approval of Minutes 64 Section 13.9. Quorum and Voting 64 Section 13.10. Conduct of a Meeting 65 Section 13.11. Action Without a Meeting 65 Section 13.12. Right to Vote and Related Matters 66 iv MERGER, CONSOLIDATION OR CONVERSION 66 Section 14.1. Authority 66 Section 14.2. Procedure for Merger, Consolidation or Conversion 66 Section 14.3. Approval by Limited Partners of Merger, Consolidation or Conversion 68 Section 14.4. Certificate of Merger or Conversion 69 Section 14.5. Amendment of Partnership Agreement 69 Section 14.6. Effect of Merger, Consolidation or Conversion 69 ARTICLE XV RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS 70 Section 15.1. Right to Acquire Limited Partner Interests 70 ARTICLE XVI GENERAL PROVISIONS 72 Section 16.1. Addresses and Notices 72 Section 16.2. Further Action 72 Section 16.3. Binding Effect 73 Section 16.4. Integration 73 Section 16.5. Creditors 73 Section 16.6. Waiver 73 Section 16.7. Counterparts 73 Section 16.8. Applicable Law; Forum, Venue and Jurisdiction 73 Section 16.9. Invalidity of Provisions 74 Section 16.10. Consent of Partners 74 Section 16.11. Facsimile and Email Signatures 74 Section 16.12. Third-Party Beneficiaries 74 THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VTTI ENERGY PARTNERS LP, dated as of August 6, 2014, is entered into by and between VTTI Energy Partners GP LLC, a Xxxxxxxx Islands limited liability company, as the General Partner and VTTI MLP PARTNERS B.V., a company incorporated in the Netherlands, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties agree as follows:
Waiver of Notice; Approval of Meeting. Approval of Minutes. The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present, either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting
Waiver of Notice; Approval of Meeting. Approval of Minutes. 76
Waiver of Notice; Approval of Meeting. APPROVAL OF MINUTES The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, Limited Partners representing such quorum who were present in person or by proxy and entitled to vote, sign a written waiver of notice or an approval of the holding of the meeting or an approval of the minutes thereof. All waivers and approvals shall be filed with the Partnership records or made a part of the minutes of the meeting. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner does not approve, at the beginning of the meeting, of the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting. 102 163
13.9 QUORUM The holders of a majority of the Outstanding Limited Partner Interests of the class or classes for which a meeting has been called (including Limited Partner Interests deemed owned by the General Partners) represented in person or by proxy shall constitute a quorum at a meeting of Limited Partners of such class or classes unless any such action by the Limited Partners requires approval by holders of a greater percentage of such Limited Partner Interests, in which case the quorum shall be such greater percentage. At any meeting of the Limited Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Limited Partners holding Outstanding Limited Partner Interests that in the aggregate represent a majority of the Outstanding Limited Partner Interests entitled to vote and be present in person or by proxy at such meeting shall be deemed to constitute the act of all Limited Partners, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Limited Partners holding Outstanding Limited Partner Interests that in the aggregate represent at least such greater or different percentage shall be required. The Limited Partners present at a duly called or held meeting at which a quo...
