Common use of Meetings of the Board Clause in Contracts

Meetings of the Board. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held at such time and at such place as shall from time to time be determined by the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effective. Special meetings of the Board may be called by the Chief Executive Officer on not less than five days’ written notice to each Director by mail or electronic transmission (including email) or any other means of written communication, and special meetings shall be called by the Chief Executive Officer, the President or the Secretary in like manner and with like notice upon the written request of any one or more of the Directors; provided, that, notice of a special meeting shall not be required if waived by all Directors, which waiver shall be assumed for any Director attending such special meeting unless attending to object to such meeting. The Board Observer shall be entitled to notice of meetings of the Board as if he or she were a Director, provided that the failure to provide the Board Observer with notice of a Board meeting shall not affect the validity of any actions taken thereat, and provided further that no waiver of notice of a Board meeting from the Board Observer shall be required where all Directors have waived such notice and are relying thereon.

Meetings of the Board. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may shall be held at such time and at such place as shall from time to time be determined by the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effectivequarterly basis. Special meetings of the Board may be called by the Chief Executive Officer on not less than five days’ written notice to each Director by mail or electronic transmission (including email) or any other means of written communication, and special Director. All meetings shall be called held upon at least two (2) days' notice by mail, notice delivered personally or by telephone, telegraph, facsimile or electronic mail, to the Chief Executive Officer, Directors setting forth the President or the Secretary in like manner time and with like notice upon the written request location of any one or more of the Directorssuch meeting; provided, thathowever, if the immediate attention of the Board to a matter is required, then twenty four (24) hours notice, or such shorter notice if reasonable under the circumstances, shall be given. Notice of a special meeting shall also state the purpose or purposes for which such meeting is called. Notice of a meeting need not be required if waived by all Directors, given to any Director who signs a waiver of notice or a consent to holding the meeting (which waiver or consent need not specify the purpose of the meeting) or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be assumed filed with the Company records or made a part of the minutes of the meeting. A majority of the Directors present may adjourn any meeting to another time. If the meeting is adjourned for more than twenty-four (24) hours, notice of any Director attending adjournment shall be given prior to the time of the adjourned meeting to the Directors who are not present at the time of the adjournment. Meetings of the Board may be held at the Company's principal place of business in New York or such special other place as may be approved by the Board. Directors may participate in a meeting unless attending to object to through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another. Participation in a meeting in such manner constitutes presence in person at such meeting. The Any Major Decision, any Non-Arbitrable Decision and any other decision to be made by the Board Observer shall be entitled to notice under this Agreement requires the affirmative vote of meetings a majority of the entire Board as if he or she were a Directorof Directors cast in favor of that decision (each Director having one vote). Notwithstanding the foregoing, provided any Unanimous Decision requires the affirmative vote of the entire Board of Directors cast in favor of that the failure to provide the Board Observer with notice of a Board meeting shall not affect the validity of any actions taken thereat, and provided further that no waiver of notice of a Board meeting from the Board Observer shall be required where all Directors have waived such notice and are relying thereonUnanimous Decision.

Meetings of the Board. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held at such time and at such place as shall from time to time be determined by the Board and communicated in writing to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five (5) days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effective. Special meetings of the Board may be called by the Chief Executive Officer on not less than five (5) days’ written notice to each Director by mail or electronic transmission (including email) facsimile, mail, telegram or any other means of written communication, and special meetings shall be called by the Chief Executive Officer, the President or the Secretary in like manner and with like notice upon the written request of any one or more of the Directors; provided, that, notice of a special meeting shall not be required if waived by all Directors, which waiver shall be assumed for any Director attending such special meeting unless attending to object to such meeting. The Board Observer shall be entitled to notice of meetings of the Board as if he or she were a Director, provided that the failure to provide the Board Observer with notice of a Board meeting shall not affect the validity of any actions taken thereat, and provided further that no waiver of notice of a Board meeting from the Board Observer shall be required where all Directors have waived such notice and are relying thereon.

Meetings of the Board. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may shall be held at such time and at such place as shall from time to time be determined by the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effectivequarterly basis. Special meetings of the Board may be called by the Chief Executive Officer on not less than five days’ written notice to each Director by mail or electronic transmission (including email) or any other means of written communication, and special Director. All meetings shall be called held upon at least two (2) days’ notice by mail, notice delivered personally or by telephone, telegraph, facsimile or electronic mail, to the Chief Executive Officer, Directors setting forth the President or the Secretary in like manner time and with like notice upon the written request location of any one or more of the Directorssuch meeting; provided, thathowever, if the immediate attention of the Board to a matter is required, then twenty four (24) hours notice, or such shorter notice if reasonable under the circumstances, shall be given. Notice of a special meeting shall also state the purpose or purposes for which such meeting is called. Notice of a meeting need not be required if waived by all Directors, given to any Director who signs a waiver of notice or a consent to holding the meeting (which waiver or consent need not specify the purpose of the meeting) or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be assumed filed with the Company records or made a part of the minutes of the meeting. A majority of the Directors present may adjourn any meeting to another time. If the meeting is adjourned for more than twenty-four (24) hours, notice of any Director attending adjournment shall be given prior to the time of the adjourned meeting to the Directors who are not present at the time of the adjournment. Meetings of the Board may be held at the Company’s principal place of business in New York or such special other place as may be approved by the Board. Directors may participate in a meeting unless attending to object to through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another. Participation in a meeting in such manner constitutes presence in person at such meeting. The Any Major Decision, any Non-Arbitrable Decision and any other decision to be made by the Board Observer shall be entitled to notice under this Agreement requires the affirmative vote of meetings a majority of the entire Board as if he or she were a Directorcast in favor of that decision (each Director having one vote). Notwithstanding the foregoing, provided any Unanimous Decision requires the affirmative vote of the entire Board cast in favor of that the failure to provide the Board Observer with notice of a Board meeting shall not affect the validity of any actions taken thereat, and provided further that no waiver of notice of a Board meeting from the Board Observer shall be required where all Directors have waived such notice and are relying thereonUnanimous Decision.

Meetings of the Board. The Board may hold meetingsshall meet as determined by the Board, both regular at least monthly for the first twelve (12) months from the date hereof, and specialat least quarterly thereafter, within or outside the State of Delaware. Regular meetings unless otherwise determined by a majority of the Board may be held (which majority must include the Class A Director), at the head office of the Corporation or at such time and at such other place as shall the Board may determine from time to time be determined by the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effectivetime. Special meetings Meetings of the Board or any committee thereof may be called by the Chief Executive Officer on President, the Chairman of the Board or by any Director upon not less than five four days’ written notice to ' notice, or, in the event of an urgent matter, 48 hours' notice, in which case each Director by mail or electronic transmission (including email) or any other means of written communicationhereby waives minimum notice in accordance with the Act. Notice shall be in writing, and special meetings shall be called by contain a statement as to the Chief Executive Officer, the President or the Secretary in like manner and with like notice upon the written request of any one or more nature of the Directors; provided, that, notice of a special meeting shall not business proposed to be required if waived by all Directors, which waiver shall be assumed for any Director attending such special meeting unless attending to object to transacted at such meeting. The Board Observer Notice shall be entitled accompanied by all relevant documentation or information required for Directors to notice of make an informed decision regarding the business to be transacted. The Corporation shall reimburse all Directors for all reasonable out-of-pocket expenses incurred in attending meetings of the Board as if he or she were a DirectorBoard, provided that the failure to provide attending meetings of any committee of the Board Observer or in connection with other business of the Corporation. A Director may waive his right to receive notice of any meeting of the Board, both prospectively and retrospectively. The attendance by a Board Director at a meeting shall not affect the validity of any actions taken thereat, and provided further that no constitute a waiver of notice of such meeting except where such Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting has not been lawfully called or convened. The Chairman of the Board shall not have a casting vote. All presentations, reports and other materials to be presented to the Board at any meeting or other action to be taken by the Board shall be delivered to each Director at least three (3) days prior to the Board meeting from (or 36 hours in the Board Observer shall be required where all Directors have waived such notice and are relying thereoncase of an urgent meeting) or action to which they relate.

Meetings of the Board. There shall be a minimum of four Board meetings each year. The Board may hold meetings, both regular and special, within or outside the State of Delaware. The first meeting of each newly elected Board shall be held immediately after the annual meeting of Members, if any, and at the same place, and no notice of such meeting shall be necessary to the newly elected Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event there is no annual meeting of the Members or such Board meeting is not held at that time and place, the first meeting of the newly elected Board may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver signed by all of the Directors. At such meeting the newly elected Directors shall elect a Chair who shall preside over that meeting of the Board and all subsequent meetings of the Board and of the Members until the next Chair is elected. The Chair shall be elected by a Director Regular Vote; provided, however, that the holder of the Chair shall be a National Bottler Director at all times that CCE’s Percentage Interest is fifty percent (50%) or greater, and, provided further, the first Chair shall be Xxxxxx X. Xxxxxxx, III. Xx. Xxxxxxx shall hold a three year term and may continue as Chair if he retires as an employee of CCE during such term. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effective. Special meetings of the Board may be called by the Chief Executive Officer President on not less than five three (3) days’ written notice to each Director Director, either personally, by mail telephone, by mail, by telecopy or electronic transmission (including email) or by any other means of written communication, and ; special meetings shall be called by the Chief Executive Officer, the President or the Secretary in like manner and with on like notice upon on the written request of any one two or more of the Directors; provided, that, notice of a special meeting shall not be required if waived by all Directors, which waiver shall be assumed for any Director attending such special meeting unless attending to object to such meeting. The Board Observer shall be entitled to notice of meetings of the Board as if he or she were a Director, provided that the failure to provide the Board Observer with notice of a Board meeting shall not affect the validity of any actions taken thereat, and provided further that no waiver of notice of a Board meeting from the Board Observer shall be required where all Directors have waived such notice and are relying thereon.

Meetings of the Board. The Each newly elected Board may hold meetings, both regular and special, within or outside of Directors shall --------------------- meet immediately following the State close of Delawarethe annual meeting of Members at which they are elected. Regular meetings of the Board of Directors may be held without notice at such time and at such place (within or without the State of Georgia) as shall from time to time be determined by the Board and communicated of Directors. Special meetings of the Board of Directors may be called by the President of the Company on not less than fourteen (14) days notice by mail, telegram, cablegram or personal delivery to each Director director and shall be called by the President or the Secretary of the Company in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown like manner and on like notice on the records written request of the Company; provided(i) any two directors, that, upon (ii) Xxxxxxxxx or (iii) CTFS. Any such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular special meeting to shall be held at such time and place need (within or without the State of Georgia) as shall be given to stated in the notice of meeting. No notice of any Director, but if meeting of the Board determines to make any change with respect to of Directors need state the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effectivepurposes thereof. Special At all meetings of the Board may be called by of Directors, the Chief Executive Officer on not less than five days’ written notice to each Director by mail or electronic transmission presence of at least three (including email3) or any other means of written communication, and special meetings directors shall be called by necessary and sufficient to constitute a quorum for the Chief Executive Officer, the President or the Secretary in like manner and with like notice upon the written request transaction of any one or more business. The act of a majority of the Directors; provided, that, notice of directors present at any meeting at which there is a special meeting shall not be required if waived by all Directors, which waiver quorum shall be assumed for any Director attending such special meeting unless attending to object to such meeting. The Board Observer shall be entitled to notice of meetings the act of the Board of Directors, except as if he may be otherwise specifically provided by law, by the Articles of Organization or she were this Agreement. In the absence of a Directorquorum, provided that a majority of the failure directors present at any meeting may adjourn the meeting from time to provide time until a quorum be had. Notice of any adjourned meeting need only be given by announcement at the meeting at which the adjournment is taken. Any action required or permitted to be taken at any meeting of the Board Observer with notice of a Board meeting shall not affect the validity Directors or of any actions committee thereof may be taken thereatwithout a meeting if a written consent, describing the action taken, is signed by all members of the Board of Directors or of such committee, as the case may be, and provided further that no waiver such written consent is filed with the minutes of notice the proceedings of a Board meeting from the Board Observer shall be required where all of Directors have waived such notice and are relying thereonor committee.

Meetings of the Board. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held at such time and at such place as shall from time to time be determined by the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effective. Special meetings Meetings of the Board may be called by the Chief Executive Officer on any Manager. Notice of any meeting shall be given pursuant to Section 10.1 below to all Managers not less than five days’ written notice forty- eight (48) hours prior to each Director by mail or electronic transmission (including emailthe meeting. A majority of the total number of Managers authorized pursuant to Section 5.1(a) or any other means of written communication, and special meetings shall be called required to constitute a quorum for the transaction of business by the Board; provided, however, that (i) at least one Common Manager (other than the Chief Executive Officer) must be in attendance, provided that if a meeting of the President or Board is duly called and no Common Manager (other than the Secretary Chief Executive Officer) attends the meeting, then this clause “(i)” shall not apply to the next duly called meeting of the Board and (ii) at least one Series A Manager must be in like manner attendance, provided that if a meeting of the Board is duly called and with like no Series A Manager attends the meeting, then this clause “(ii)” shall not apply to the next duly called meeting of the Board. Except as otherwise provided in this Agreement, a simple majority of the Managers present at any duly constituted meeting of the Board at which a quorum is present shall be required for the Board to take any action. A notice upon need not specify the written request purpose of any one meeting. Notice of a meeting need not be given to any Manager who signs a waiver of notice, a consent to holding the meeting or more an approval of the Directors; providedminutes thereof, thatwhether before or after the meeting, or who attends the meeting without protesting the lack of notice prior to the commencement of a special meeting shall not be required if waived by all Directorsthe meeting. All such waivers, which waiver consents and approvals shall be assumed for any Director attending such special meeting unless attending to object to such filed with the Company’s records or made a part of the minutes of the meeting. The Managers may participate in any meeting of the Managers by means of conference telephones or other means of electronic communication so long as all Managers participating can hear or communicate with one another. A Manager so participating is deemed to be present at the meeting. Meetings of the Board Observer shall be entitled to notice held no less frequently than once per calendar quarter, unless otherwise approved by a majority of the Board, including at least one (1) Series A Manager and one (1) Common Manager. The Company shall reimburse all Managers for all reasonable out-of-pocket travel expenses incurred in connection with attending meetings of the Board as if he or she were a Director, provided that any Committee or any other services on behalf of the failure to provide the Board Observer with notice of a Board meeting shall not affect the validity of Company or any actions taken thereat, and provided further that no waiver of notice of a Board meeting from the Board Observer shall be required where all Directors have waived such notice and are relying thereonSubsidiary.

Meetings of the Board. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held at such time and at such place as shall from time to time be determined by the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effective. Special meetings Meetings of the Board may be called by the Chief Executive Officer on any Manager. Notice of any meeting shall be given pursuant to Section 10.1 below to all Managers not less than five days’ written notice forty-eight (48) hours prior to each Director the meeting. A majority of Managers shall be required to constitute a quorum for the transaction of business by mail or electronic transmission the Board; provided, however, that if there are two (including email2) or fewer Managers then serving on the Board, all Managers shall be required to constitute a quorum for the transaction of business by the Board. Except as otherwise provided in this Agreement, the approval of a majority of the Managers present at any duly constituted meeting of the Board at which a quorum is present shall be required for the Board to take any action; provided, however, that if there are two (2) or fewer Managers then serving on the Board, approval by all Managers shall be required for the Board to take any action. A notice need not specify the purpose of any meeting. Notice of a meeting need not be given to any Manager who signs a waiver of notice, a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting the lack of notice prior to the commencement of the meeting. All such waivers, consents and approvals shall be filed with the Company’s records or made a part of the minutes of the meeting. Managers may participate in any meeting of the Managers by means of conference telephones or other means of written communication, and special meetings shall electronic communication so long as all Managers participating can hear or communicate with one another. A Manager so participating is deemed to be called by present at the Chief Executive Officer, the President or the Secretary in like manner and with like notice upon the written request of any one or more of the Directors; provided, that, notice of a special meeting shall not be required if waived by all Directors, which waiver shall be assumed for any Director attending such special meeting unless attending to object to such meeting. The Board Observer shall be entitled to notice of meetings of the Board as if he or she were a Director, provided that the failure to provide the Board Observer with notice of a Board meeting shall not affect the validity of any actions taken thereat, and provided further that no waiver of notice of a Board meeting from the Board Observer shall be required where all Directors have waived such notice and are relying thereon.

Meetings of the Board. The first meeting of the members of each newly elected Board may hold meetings, both regular of Directors shall be held (i) at such time and special, place either within or outside without The Netherlands as shall be provided by resolution of the State shareholders at the meeting at which such newly elected Board was elected, and no notice of Delaware. Regular such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present, or (ii) if not so provided for by resolution of the shareholders or if a quorum shall not be present, at such time and place as shall be consented to in writing by a majority of the newly elected directors, provided that written or printed notice of such meeting shall be given to each of the other directors not so consenting in the same manner as provided in Article 4.4 of this Shareholders Agreement with respect to the giving of notice for special meetings of the Board may except that it shall not be held at such time and at such place as shall from time necessary to time be determined by state the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records purpose of the Companymeeting in such notice; provided, that, upon such communication to each Director or (iii) regardless of the Board’s determination of whether or not the time and place of a regular meetingsuch meeting shall be provided for by resolution of the shareholders, no further notice of any regular meeting to be held at such time and place as shall be consented to in writing by all of the newly elected directors. Every director of the Company, upon his election, shall qualify by accepting the office of director, and his attendance at, or his written approval of the minutes of, any meeting of the Board subsequent to his election shall constitute his acceptance of such office; or he may execute such acceptance by a separate writing, which shall be placed in the minute book. Board meetings will be held quarterly, and on such other dates and at such times and places as shall be determined in each case as decided in good faith by the Board. Meetings of the Board shall be convened and chaired by either the Chairman, in case of his absence, by the Vice-Chairman, or in case of his absence by another director appointed by the Chairman. Written notice of a proposed meeting shall be given to directors at least three (3) days in advance of a meeting in Europe and at least five (5) days in advance of a meeting outside Europe. Notice may be given by facsimile, e-mail, telegram or delivered personally. The notice shall specify the place, date, time and the proposed agenda in reasonable detail. The Board may also adopt resolutions or decisions without a formal meeting if all members of the Board may communicate with each other simultaneously by means of telephone, video or other electronic communication facility. If reasonable notice is given to all members of the Board, the Board may adopt resolutions or decisions without a formal meeting, if there is a quorum of members who may communicate with each other simultaneously by means of telephone, video or other electronic communication facility. If all members are present and consent to the holding of a meeting and all the items on the proposed agenda, no notice or formal convening of a meeting shall be required, and the meeting shall proceed immediately. Participation in a meeting by such means shall constitute presence in person at such meeting. Any meeting of the Board of Directors shall be a legal meeting without any notice thereof having been given if all directors shall be present thereat. Notice need not be given to any Director, but if member who signs a waiver of notice (whether before or after the meeting) or who attends the meeting without protesting the lack of notice prior to its commencement. The Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effective. Special meetings may invite other persons not members of the Board may be called by to attend and/or participate in its meeting, such invited person not having a right to vote. Each quarterly Board meeting shall include a report on all material actions taken and material decisions made since the Chief Executive Officer on not less than five days’ written notice to preceding quarterly meeting and all material actions and decisions proposed. In addition, each Director by mail quarterly Board meeting (or electronic transmission (including email) or any other means of written communication, and special meetings shall be called by the Chief Executive Officer, the President or the Secretary in like manner and with like notice upon the written request of any one or more of the Directors; provided, that, notice of a special meeting shall not be required if waived by all Directors, which waiver shall be assumed for any Director attending such special meeting unless attending to object to such meeting. The Board Observer shall be entitled to notice of meetings of the Board prior thereto) shall confirm the appointment or removal, as if he or she were a Directorthe case may be, provided that the failure to provide the Board Observer with notice of a Board meeting shall not affect the validity of any actions taken thereatindividuals as directors of the Major European Subsidiaries including without limitation the managing directors thereof, and provided further that no waiver whose appointment or removal have occurred since the preceding quarterly Board of notice of a Board meeting from the Board Observer shall be required where all Directors have waived such notice and are relying thereonmeeting.

Meetings of the Board. The Meetings of the Board may hold meetingsshall be held at such place, both regular and specialif any, within or outside without the State of DelawareDelaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board may shall be held at such time and at such place times as shall may from time to time be determined fixed by resolution of the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director special meetings may be held at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on any time upon the records call of the Company; provided, that, upon such communication to each Director Chairman of the Board’s determination , the Chief Executive Officer, or by a majority of the time total number of directors then in office, by written notice, including facsimile, e-mail or other means of electronic transmission, duly served on or sent and place delivered to each director in accordance with Section 11.2. Notice of each special meeting of the Board shall be given, as provided in Section 11.2, to each director (i) at least twenty-four (24) hours before the meeting if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a regular form of electronic transmission and delivery; (ii) at least two (2) days before the meeting if such notice is sent by a nationally recognized overnight delivery service; and (iii) at least five (5) days before the meeting if such notice is sent through the United States first-class mail, postage prepaid. If the Secretary shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting, no further . The notice of any regular meeting to be held at such time and place need be given to any Director, but if not specify the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effectivepurposes thereof. Special meetings A meeting of the Board may be called by held without notice immediately after the Chief Executive Officer on not less than five days’ written notice to each Director by mail or electronic transmission (including email) or any other means annual meeting of written communicationstockholders at the same place, and special meetings shall be called by the Chief Executive Officerif any, the President or the Secretary in like manner and with like notice upon the written request of any one or more of the Directors; provided, that, notice of a special at which such meeting shall is held. Notice need not be required if waived by all Directors, which waiver shall be assumed for any Director attending such special meeting unless attending to object to such meeting. The Board Observer shall be entitled to notice given of regular meetings of the Board as if he or she were a Director, provided that held at times fixed by resolution of the failure to provide the Board Observer with notice of a Board meeting shall not affect the validity Board. Notice of any actions taken thereatmeeting need not be given to any director who shall attend such meeting (except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting, and provided further that no waiver to the transaction of any business because the meeting is not lawfully called or convened), or who shall waive notice of a Board meeting from the Board Observer shall be required where all Directors have waived thereof, before or after such notice and are relying thereonmeeting, in writing (including by electronic transmission).

Meetings of the Board. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held at such time and at such place as shall from time to time be determined by the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effective. Special meetings of the Board may be called by any Director (there shall be no regularly scheduled meetings unless the Chief Executive Officer on not less than five Board decides to schedule them). All meetings shall be held upon seven (7) days’ written ' notice to each Director by mail or electronic transmission twenty-four (including email24) hours' notice delivered personally or any other means by telephone, telegraph or facsimile to the Directors setting forth the time and location of written communication, and special meetings shall be called by the Chief Executive Officer, the President or the Secretary in like manner and with like notice upon the written request of any one or more of the Directors; provided, that, notice such meeting. Notice of a special meeting shall not be required if waived by all Directors, also state the purpose or purposes for which waiver shall be assumed for any Director attending such special meeting unless attending to object to such meetingis called. The Board Observer shall be entitled to notice of meetings of the Board as if he or she were a Director, provided that the failure to provide the Board Observer with Each notice of a Board meeting shall specify the matters to be discussed at that meeting and no decision may be taken at any Board meeting on any matter not affect specified in the validity notice of that meeting unless consented to by all Directors before or after the meeting (whether or not present at the meeting). Notice of a meeting need not be given to any actions taken thereat, and provided further that no Director who signs a waiver of notice or a consent to holding the meeting (which waiver or consent need not specify the purpose of the meeting) or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be filed with the Company records or made a Board part of the minutes of the meeting. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting from to another time. If the meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment shall be given prior to the time of the adjourned meeting to the Directors who are not present at the time of the adjournment. Meetings of the Board Observer shall may be required where held in Hawthorne, California, Los Angeles, California or such other place as may be approved by the Board. Directors may participate in a meeting through use of conference telephone or similar communications equipment, so long as all Directors have waived participating in such notice and are relying thereonmeeting can hear one another. Participation in a meeting in such manner constitutes a presence in person at such meeting. Any decision or approval of the Board under this Agreement requires a majority of votes cast in favor of that decision or approval by the Directors (each Director having one vote) present at a duly constituted meeting of Directors.

Meetings of the Board. The Meetings of the Board may hold meetingsshall be held at such place, both regular and specialif any, within or outside without the State of DelawareDelaware as may from time to time be fixed by resolution of the Board or as may be specified in the notice of any meeting. Regular meetings of the Board may shall be held at such time and at such place times as shall may from time to time be determined fixed by the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director resolution of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effective. Special meetings of the Board may be called by the Chair of the Board or the Chief Executive Officer on not less than five days’ written notice to each Director by mail or electronic transmission (including email) or any other means of written communicationOfficer, and special meetings shall be called by the Chief Executive Officer, the President Officer or the Secretary in like manner and with like notice upon of the written request Corporation if directed by the Board. Before the Trigger Event, special meetings of any one the Board may also be called by holders of 50% or more of the Directorsvoting power of all of the outstanding shares of stock of the Corporation, and shall be at such places and times as such holders shall fix. Notice of each special meeting of the Board shall be given, as provided in Section 11.2, to each director: (a) at least 24 hours before the meeting, if such notice is oral notice given personally or by telephone or written notice given by hand delivery or by means of a form of electronic transmission and delivery; provided(b) at least two days before the meeting, thatif such notice is sent by a nationally recognized overnight delivery service; and (c) at least five days before the meeting, if such notice is sent through the United States mail. If the Secretary of the Corporation shall fail or refuse to give such notice, then the notice may be given by the officer who called the meeting or the directors who requested the meeting. The notice of a any regular meeting need not specify the purposes thereof, but notice of any special meeting shall specify the purposes thereof. A meeting of the Board may be held without notice immediately after the annual meeting of stockholders at the same place, if any, at which such meeting is held. Notice need not be required if waived by all Directors, which waiver shall be assumed for any Director attending such special meeting unless attending to object to such meeting. The Board Observer shall be entitled to notice given of regular meetings of the Board as if he or she were a Director, provided that held at times fixed by resolution of the failure to provide the Board Observer with notice of a Board meeting shall not affect the validity Board. Notice of any actions taken thereatmeeting need not be given to any director who shall attend such meeting (except when the director attends a meeting for the express purpose of objecting at the beginning of the meeting, and provided further that no waiver to the transaction of any business because the meeting is not lawfully called or convened), or who shall waive notice of a Board meeting from the Board Observer shall be required where all Directors have waived thereof, before or after such notice and are relying thereonmeeting, in writing (including by electronic transmission).

Meetings of the Board. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held at such time and at such place as shall from time to time be determined by the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effective. Special meetings Meetings of the Board may be called by the Chief Executive Officer on any Manager. Notice of any meeting shall be given pursuant to Section 10.1 below to all Managers not less than five days’ written notice forty-eight (48) hours prior to each Director the meeting. A majority of Managers shall be required to constitute a quorum for the transaction of business by mail or electronic transmission the Board; provided, however, that if there are two (including email2) or fewer Managers then serving on the Board, all Managers shall be required to constitute a quorum for the transaction of business by the Board. Except as otherwise provided in this Agreement, the approval a majority of the Managers present at any duly constituted meeting of the Board at which a quorum is present shall be required for the Board to take any action; provided, however, that if there are two (2) or fewer Managers then serving on the Board, approval by all Managers shall be required for the Board to take any action. A notice need not specify the purpose of any meeting. Notice of a meeting need not be given to any Manager who signs a waiver of notice, a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting the lack of notice prior to the commencement of the meeting. All such waivers, consents and approvals shall be filed with the Company’s records or made a part of the minutes of the meeting. Managers may participate in any meeting of the Managers by means of conference telephones or other means of written communication, and special meetings shall electronic communication so long as all Managers participating can hear or communicate with one another. A Manager so participating is deemed to be called by present at the Chief Executive Officer, the President or the Secretary in like manner and with like notice upon the written request of any one or more of the Directors; provided, that, notice of a special meeting shall not be required if waived by all Directors, which waiver shall be assumed for any Director attending such special meeting unless attending to object to such meeting. The Board Observer shall be entitled to notice of meetings of the Board as if he or she were a Director, provided that the failure to provide the Board Observer with notice of a Board meeting shall not affect the validity of any actions taken thereat, and provided further that no waiver of notice of a Board meeting from the Board Observer shall be required where all Directors have waived such notice and are relying thereon.

Meetings of the Board. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may shall be held at such time and at such place as shall from time to time be determined by the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effectivequarterly basis. Special meetings of the Board may be called by the Chief Executive Officer on not less than five days’ written notice to each Director by mail or electronic transmission (including email) or any other means of written communication, and special Director. All meetings shall be called held upon at least two (2) days’ notice by mail, notice delivered personally or by telephone, telegraph, facsimile or electronic mail, to the Chief Executive Officer, Directors setting forth the President or the Secretary in like manner time and with like notice upon the written request location of any one or more of the Directorssuch meeting; provided, thathowever, if the immediate attention of the Board to a matter is required, then twenty four (24) hours notice, or such shorter notice if reasonable under the circumstances, shall be given. Notice of a special meeting shall also state the purpose or purposes for which such meeting is called. Notice of a meeting need not be required if waived by all Directors, given to any Director who signs a waiver of notice or a consent to holding the meeting (which waiver or consent need not specify the purpose of the meeting) or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, prior to its commencement, the lack of notice to such Director. All such waivers, consents and approvals shall be assumed filed with the Company records or made a part of the minutes of the meeting. A majority of the Directors present may adjourn any meeting to another time. If the meeting is adjourned for more than twenty-four (24) hours, notice of any Director attending adjournment shall be given prior to the time of the adjourned meeting to the Directors who are not present at the time of the adjournment. Meetings of the Board may be held at the Company’s principal place of business in New York or such special other place as may be approved by the Board. Directors may participate in a meeting unless attending to object to through use of conference telephone or similar communications equipment, so long as all Directors participating in such meeting can hear one another. Participation in a meeting in such manner constitutes presence in person at such meeting. The Any Major Decision, any Non-Arbitrable Decision and any other decision to be made by the Board Observer shall be entitled to notice under this Agreement requires the affirmative vote of meetings a majority of the entire Board as if he or she were a Directorcast in favor of that decision (each Director having one vote). Notwithstanding the foregoing, provided any Unanimous Decision requires the affirmative vote of the entire Board cast in favor of that the failure to provide the Board Observer with notice of a Board meeting shall not affect the validity of any actions taken thereat, and provided further that no waiver of notice of a Board meeting from the Board Observer shall be required where all Directors have waived such notice and are relying thereon.Unanimous Decision..

Meetings of the Board. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held shall meet at such time and at such place as shall from time to time be determined by the Board and communicated to least --------------------- four times in each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held Fiscal Year at such time and place need be given to any Directoras it shall determine. To the extent feasible as determined by the Board, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change ordinary meetings shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effectiveheld on the same date and the same location as the Quarterly Partner Meetings. Special Other meetings of the Board may be called by the Chief Executive Officer on not less than five days’ written notice Chairman, the Secretary or any two (2) active administrator-managers (or their alternates), and shall be held at such times and places, in Mexico or the United States, as may be specified in such call. Notice of the time and place of each meeting of the Board shall be given to each Director by mail or electronic transmission (including email) or any other means of written communication, and special meetings shall be called administrator-manager by the Chief Executive Officer, the President Person or the Secretary in like manner and with like notice upon the written request of any one or more of the Directors; provided, that, notice of a special meeting shall not be required if waived by all Directors, which waiver shall be assumed for any Director attending such special meeting unless attending to object to Persons calling such meeting. The Board Observer Such notice shall specify the purpose or purposes of the meeting and shall be entitled provided on at least fifteen (15) days advance notice. The giving of notice shall be deemed to notice have been waived by any administrator-manager who shall participate in such meeting and may be waived, in a writing, by any administrator-manager either before or after such meeting. In the absence of meetings the Chairman at a meeting of the administrator-managers the Vice Chairman shall assume the responsibilities of the Chairman. In the absence of the Chairman and the Vice Chairman, one of those administrator-managers present and proposed by DR Investor shall be elected to preside over that meeting. The Secretary shall keep the minutes of the meeting and, if the Secretary does not attend a meeting, then any person appointed by a majority vote of the Board shall act as if he or she were Secretary. The Company shall have a Director, provided that the failure to provide the registry for Board Observer with notice meetings. The minutes of a each Board meeting shall not affect the validity of any actions taken thereat, be entered into such registry and provided further that no waiver of notice of a Board meeting from the Board Observer shall be required where all Directors have waived such notice signed by at least the Persons acting as chairman and are relying thereonsecretary.

Meetings of the Board. There shall be a minimum of four (4) Board meetings each year. The Board may hold meetings, both regular and special, within or outside the State of Delaware. The first meeting of each newly elected Board shall be held each Director Adjustment Year immediately after the annual meeting of Members, if any, and at the same place, and no notice of such meeting shall be necessary to the newly-elected Directors in order legally to constitute the meeting, provided a quorum shall be present. In the event there is no annual meeting of the Members or such Board meeting is not held at that time and place, the first meeting of the newly-elected Board may be held each Director Adjustment Year at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board, or as shall be specified in a written waiver signed by all of the Directors. At such meeting, the newly-elected Directors shall elect a Chair who shall preside over that meeting of the Board and all subsequent meetings of the Board and of the Members until the next Chair is elected, and shall have such other duties and responsibilities as the Board may from time to time determine. The Chair shall be elected by a Director Regular Vote and shall, for years 2021 and after, serve for a three (3) year term coinciding with each Director Adjustment Year, with the next three (3) year term beginning February 1, 2021. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board and communicated to each Director in writing by mail or electronic transmission (including email) addressed to each Director at such Director’s address (including address for purposes of receipt of electronic transmissions) as it is shown on the records of the Company; provided, that, upon such communication to each Director of the Board’s determination of the time and place of a regular meeting, no further notice of any regular meeting to be held at such time and place need be given to any Director, but if the Board determines to make any change with respect to the time or place of a regular meeting, five days’ notice of such change shall be communicated in writing by mail or electronic transmission (including email) addressed to each Director before such change becomes effective. Special meetings of the Board may be called by the Chief Executive Officer President on not less than five three (3) days’ written notice to each Director Director, either personally, by telephone, by mail, by electronic mail or electronic transmission (including email) or by any other means of written communication, and ; special meetings shall be called by the Chief Executive Officer, the President or the Secretary in like manner and with on like notice upon on the written request of two or more of the Directors. Notwithstanding anything to the contrary contained herein, upon the request of (a) the Chair of the Board or the Company’s General Counsel or (b) the Board following a Director Regular Vote (with the CCNA Director being excluded from such Director Regular Vote), the CCNA Director may be excluded from participating in or attending a Board meeting and from receiving and reviewing any Board materials if and to the extent (i) the Board discussions relate to, and/or such Board materials contain, sensitive or confidential information of one or more Members (or any Coca-Cola Bottler, regardless of whether such Person is a Member) or relate to the relationship between the Company and The Coca-Cola Company, or (ii) the disclosure of such discussions or materials would be a violation of Company Policies or applicable Law (the determinations required under clauses (i) and (ii) shall be made by either the Company’s General Counsel or by a Director Regular Vote (with the CCNA Director being excluded from such Director Regular Vote), which Director Regular Vote shall take place following the written request for such Director vote by two (2) or more of the Directors; providedprovided that if the Company’s General Counsel and the Board disagree on any such determination, that, notice of a special meeting shall not be required if waived by all Directors, which waiver shall be assumed for any Director attending such special meeting unless attending to object to such meeting. The Board Observer shall be entitled to notice of meetings the determinations of the Board as if he or she were a Directorshall be conclusive and controlling for purposes of this Section 6.2), provided that and the failure to provide the Board Observer with notice of a Board meeting CCNA Director shall not affect have the validity right to review or access any of any actions taken thereat, and provided further that no waiver of notice of a Board meeting from the Board Observer shall be required where all Directors have waived such notice and are relying thereoninformation.