Action of Members. Except as otherwise required by Applicable Law or by this Agreement, all decisions reserved to the Members hereunder shall require the affirmative vote of the Members owning a majority of Sharing Ratios present at a meeting at which a quorum is present in accordance with Section 3.8. To the extent permitted by Applicable Law, the Members may act without a meeting and without prior notice so long as the Members who would be required to take such action at a duly held meeting shall have executed and delivered to the Company a written consent with respect to any such action taken in lieu of a meeting.
Action of Members. Unless otherwise required in this Agreement, actions and consents of the Members may be communicated or reflected orally, electronically or in writing, and no action need be taken at a formal meeting. Members may, but are not required to, meet from time to time in accordance with the provisions of this Article. Any consent required to be in writing may be evidenced by separate written counterparts. Any action of the Members shall be effective when a sufficient number of Members to take such action communicate their consent to the action in writing to the Manager.
Action of Members. Unless otherwise required by this Agreement or by nonwaiverable provisions of applicable law, all actions required or permitted to be taken by a Member is delegated by such Member to the Representative designated to act for such member. In the event action required to be taken by a Member cannot be delegated to the Representative representing such Member, such action may be taken in any manner permitted by the Act.
Action of Members. Except to the extent that the Act, the Certificate, or this Agreement require otherwise, all actions of the Class A Members shall be taken either (a) by a majority vote of the votes entitled to be cast by all of the Class A Members at a properly called meeting of the Class A Members, when a quorum is present; or (b) by written action without a meeting, complying with Section 8.8.
Action of Members. Except as expressly provided in this Agreement, any vote, determination, consent, approval or action by the Members required or allowed under the terms of this Agreement shall be undertaken only upon the affirmative unanimous vote of Members holding a majority of the Governance Rights of the Members. Any such vote, determination, consent, approval or action may be taken and evidenced by written consent. Each Member that is not a natural person shall, from time to time, appoint in writing one representative who shall have the full power and authority to act on behalf of such Member with respect to the making or giving of any vote, determination, consent, approval or other action by such Member required or allowed under the terms of this Agreement. Each such written appointment shall be delivered to the Chief Manager
Action of Members. Except as otherwise provided by law, the Articles of Organization, or this Agreement, in all matters other than the election of Directors, the affirmative vote of a majority of the LLC Shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the Members.
Action of Members. 9 Section 5.6 Action on Written Consent...................................................... 9 Section 5.7
Action of Members. Except as otherwise required by this Agreement or by law, the Members shall take action by the affirmative vote of the Members holding a majority of the Governance Interests present and entitled to vote on that item of business in a meeting in which a quorum is present.
Action of Members. The Members agree not to transfer all or any portion of their Membership Units in the Holding Company prior to the Closing, except as contemplated by this Agreement, the Stock Purchase, Contribution, and Exchange Agreement, and the Exhibits hereto. Those Members holding options to purchase additional Membership Units in the Holding Company, including those options described on Schedule 4.1(d)(iii), shall exercise all of such options at or prior to the Closing by executing an Option Exercise Agreement, and such Members agree that, if not exercised prior to the Effective Time, such options shall expire and be of no further force or effect, notwithstanding anything to the contrary. Each Member has executed a release in the form substantially of attached Exhibit C and agrees that the Company will deliver such release to the Buyer at Closing. The Members, the Acquired Companies, the Buyer and Merger Sub hereby acknowledge and agree that each holder of an option that exercises his or her options pursuant to the Option Exercise Agreements shall, without any requirement to amend or modify this Agreement, become a party to this Agreement as a “Member” and shall be subject to all of the rights, restrictions, conditions and obligations applicable to”Members” under this Agreement
Action of Members. (a) All references in this Agreement to consents, approvals, decisions, action or other exercise of rights collectively by "Members" shall be effective and bind the Company if taken by the affirmative vote or consent of a Majority in Interest, except where a larger vote is expressly required by the Act or this Agreement.
