Common use of MEMBER INSULATION Clause in Contracts

MEMBER INSULATION. (a) For so long as, and only during periods from time to time in which the Company shall directly or indirectly hold (or otherwise be attributed with) an ownership or other interest in a Media Enterprise that is "attributed" to the Company under the FCC rules relating to the particular FCC service in which the Media Enterprise operates, no provision of this Agreement shall be construed to permit any Member (other than an Excluded Member), or any person or entity that is a director, officer, partner, employee, or 5% or greater shareholder or other owner of a Member (an "Insulated Member Affiliate"), to do any of the following: (i) act as an employee of the Company if such Members or Member Affiliate's functions, directly or indirectly, relate to such Media Enterprise; (ii) serve, in any material capacity, as an independent contractor or agent of the Company with respect to such Media Enterprise; (iii) communicate with the Media Enterprise on matters pertaining to the day-to-day operations of such Media Enterprise; (iv) vote to admit any additional Member to the Company; (v) vote to amend or modify this section of the LLC Agreement; (vi) perform any services for the Company materially relating to such Media Enterprise, with the exception of making loans to, or acting as a surety for, such Media Enterprise or the Company; or (vii) become actively involved in the management or operation of such Media Enterprise. (b) Notwithstanding any other provision of this LLC Agreement to the contrary, a Member that would otherwise be subject to the restrictions set forth in Section 3.11(a) may elect to the treated as an Excluded Member for purposes of this Section 3.11 by giving notice thereof in writing to the other Members.

MEMBER INSULATION. (a) For so long as, and only during periods from time to time in which the Company shall directly or indirectly hold (or otherwise be attributed with) an ownership or other interest in a Media Enterprise that is "attributed" to the Company under the FCC rules relating to the particular FCC service in which the Media Enterprise operates, no provision of this Agreement shall be construed to permit any Member (other than an Excluded Member), or any person or entity that is a director, officer, partner, employee, or 5% or greater shareholder or other owner of a Member (an "Insulated Member AffiliateINSULATED MEMBER AFFILIATE"), to do any of the following: (i) act as an employee of the Company if such Members or Member Affiliate's functions, directly or indirectly, relate to such Media Enterprise; (ii) serve, in any material capacity, as an independent contractor or agent of the Company with respect to such Media Enterprise; (iii) communicate with the Media Enterprise on matters pertaining to the day-to-day operations of such Media Enterprise; (iv) vote to admit any additional Member to the Company; (v) vote to amend or modify this section of the LLC Agreement; (vi) perform any services for the Company materially relating to such Media Enterprise, with the exception of making loans to, or acting as a surety for, such Media Enterprise or the Company; or (vii) become actively involved in the management or operation of such Media Enterprise. (b) Notwithstanding any other provision of this LLC Agreement to the contrary, a Member that would otherwise be subject to the restrictions set forth in Section 3.11(a) may elect to the treated as an Excluded Member for purposes of this Section 3.11 by giving notice thereof in writing to the other Members.

MEMBER INSULATION. (a) For so long as, and only during periods from time to time in which the Company shall directly or indirectly hold (or otherwise be attributed with) an ownership or other interest in a Media Enterprise that is "attributed" to the Company under the FCC rules Rules relating to the particular FCC service in which the Media Enterprise operates, no provision of this Agreement shall be construed to permit any Member (other than an Excluded MemberMember (as hereinafter defined)), or any person or entity that is a director, officer, partner, employee, or 5% or greater shareholder or other owner of a Member (an "Insulated Member AffiliateINSULATED MEMBER AFFILIATE"), to do any of the following: (i) act as an employee of the Company if such Members or Member Affiliate's functions, directly or indirectly, relate to such Media Enterprise; (ii) serve, in any material capacity, as an independent contractor or agent of the Company Partnership with respect to such Media Enterprise; (iii) communicate with the Media Enterprise on matters pertaining to the day-to-day operations of such Media Enterprise; (iv) vote to admit any additional Member to the Company; (v) vote to amend or modify this section of the LLC Agreement; (vi) perform any services for the Company materially relating to such Media Enterprise, with the exception of making loans to, or acting as a surety for, such Media Enterprise or the CompanyPartnership; or (vii) become actively involved in the management or operation of such Media Enterprise. (b) Notwithstanding any other provision of this LLC Agreement to the contrary, : (i) a Member that would otherwise be subject to the restrictions set forth in Section 3.11(a3.12(a) may elect to the be treated as an excluded member (an "Excluded Member Member") for purposes of this Section 3.11 3.12 by giving notice thereof in writing to the other MembersMembers and (ii) nothing in this Section 3.12 shall be deemed to prevent the Class B Founder Members or any other Members from exercising any of their rights specified under this LLC Agreement. (f) Section 4.03 of the LLC Agreement is hereby amended to revise the first sentence of such section to read as follows: "All actions to be taken by the Board of Advisors of the Company shall be taken by vote or written consent of a majority of the votes held by Members of the Board of Advisors then in office." (g) Subparagraph (b) of Section 6.04 of the LLC Agreement is hereby amended and restated to read as follows: "Holders of Investor Units, Seller Units and Class B Founder Units may Transfer such Investor Units, Seller Units and Class B Founder Units to any other Investor Member, Seller Member or Class B Founder Member or to a partner or Affiliate of such Investor Member, Seller Member or Class B Founder Member or to any other investment fund or other entity for which such Investor Member, Seller Member or Class B Founder Member and/or one or more partners, managers, advisers or Affiliates thereof, directly or indirectly through one or more intermediaries, serve as general partner or manager or in a like capacity." (h) SCHEDULE A to the LLC Agreement is hereby amended and restated as attached hereto.