Action by the Board of Managers. (a) Meetings of the Board may be called by any Manager upon two (2) days prior written notice to each Manager. The presence of a majority of the Managers then in office shall constitute a quorum at any meeting of the Board. All actions of the Board shall require the affirmative vote of a majority of the Managers then in office.
Action by the Board of Managers. The affirmative vote of a majority of the Managers present at a meeting at which there is a quorum shall be the act of the Board of Managers. As used in this Agreement, the phrase "the approval of the Board of Managers," "the consent of the Board of Managers," "as determined by the Board of Managers" and similar phrases means the approval as set forth in the preceding sentence, except as expressly provided otherwise in this Agreement.
Action by the Board of Managers. The affirmative vote of a majority of the Managers present at a meeting at which there is a quorum shall be the act of the Board of Managers; provided, however, that with respect to any matter to be determined by the Board of Managers pursuant to which one or more Managers have a direct or indirect interest that is not shared by all Managers, such determination must be made by a majority of the disinterested members of the Board of Managers present at a meeting at which a quorum is present. As used in this Agreement, the phrase “the approval of the Board of Managers,” “the consent of the Board of Managers,” “as determined by the Board of Managers” and similar phrases means the approval as set forth in the preceding sentence, except as expressly provided otherwise in this Agreement.
Action by the Board of Managers. The affirmative vote of all Managers in attendance at any meeting of the Board of Managers shall constitute the act of the Board of Managers hereunder and the act of the Managers for purposes of the Act. As used in this Agreement, the phrases “the approval of the Board Managers,” “the consent of the Board of Managers,” “as determined by the Board of Managers” and similar phrases mean the approval as set forth in the preceding sentence, except as expressly provided otherwise in this Agreement.
Action by the Board of Managers. (a) The Board of Managers shall consider all Deadlocked Issues as provided for in Section 7.04(g). All decisions requiring action of the Board of Managers pursuant to this Section 7.05 shall be decided by the affirmative vote or consent of a majority of the Managers. On any matter that is to be voted on by Managers, a Manager may vote in person or by proxy, and such proxy may be granted in writing, by means of Electronic Transmission or as otherwise permitted by Applicable Law. Every proxy shall be revocable in the discretion of the Manager executing it unless otherwise provided in such proxy; provided, that such right to revocation shall not invalidate or otherwise affect actions taken under such proxy prior to such revocation, and provided further that no Manager appointed by a Class A Member shall designate TP or JR as its proxy to vote in respect of matters relating to the employment of TP or JR, respectively.
Action by the Board of Managers. Notwithstanding any other provision of this Agreement, the Company may take all legal actions by means of a written instrument executed and delivered in the name of the Company by the Board of Managers, and such written instrument shall constitute conclusive evidence of the action taken by the Company and may be relied upon for all purposes.
Action by the Board of Managers. Each Manager shall have one Vote. All decisions of the Board of Managers shall be made by a Majority Vote of the Board of Managers.
Action by the Board of Managers. All actions of the Board will be taken by an affirmative vote or consent of a majority of the members of the Board (including a majority of the Controlling Board Members (as defined below) then in office). In addition, the actions set forth on Exhibit A hereto shall require both the affirmative vote or consent of a majority of the Controlling Board Members and the affirmative vote or consent of at least one Non-Controlling Board Member.
Action by the Board of Managers. Except as otherwise provided in this Agreement or the Act, all of the Managers shall constitute a quorum for the transaction of business and the affirmative vote of all of the Managers shall be the act of the Board of Managers.
Action by the Board of Managers. After Bagel Corp. ceases to be the Manager of the Company, the successor Managers shall act collectively as the Board of Managers, which shall consist of three Managers. The Board of Managers may act by a majority vote of its members at a meeting (which may be conducted by conference telephone) or by a written consent signed by a majority of its members. Notice of any action taken by a consent signed by less than all of the members of the Board of Managers shall be given to any member who did not sign such consent. Each member of the Board of Managers and any officer of the Company shall be authorized to execute any document or take any action on behalf of the Company if such document or action has been approved by the Board of Managers. The Board of Managers may make additional rules to facilitate its management of the Company.
