Member Representatives. Except as otherwise provided in the agency agreement or the bylaws, the duly authorized representatives of each member shall act as, and vote on behalf of, such member. Except where the agency agreement or bylaws provide otherwise, representatives of the members shall hold at least one meeting each year for the election of directors and for the transaction of any other business. Except where the agency agreement or bylaws prescribe otherwise, special meetings of the representatives may be called for any purpose upon written request to the president or secretary to call the meeting. Such officer shall give notice of the meeting to be held between 10 and 60 days after receipt of such request. Unless the agency agreement or bylaws provide for a different percentage, a quorum for a meeting of the representatives of the members is a majority of the total members and a quorum for meetings of the board of directors is a majority of the membership of such board.
Member Representatives. The Fox Member and the LMC Member each ---------------------- will be entitled to designate one individual, and the Parent Member will be entitled to designate two individuals, to act as such Member's duly authorized representatives and agents (each a "Representative") for purposes of exercising such Member's Vote on any matter involving the Company. A Member will designate its Representatives by Notice to each other Member and may change any such designation at any time upon similar Notice.
Member Representatives. The Members shall, by written resolution, each designate in writing from time to time its representative for purposes of all actions, approvals and decisions under this Agreement, plus an alternate. Each representative shall be fully authorized to provide, on behalf of the Member which he or she represents, any consent or approval which may be required hereunder, and any action or decision so taken by a representative shall be binding upon the Member which he or she represents. Each Member may change its authorized representative or alternate at any time by written notice to the other Member.
Member Representatives. Each Member may designate representative(s) who shall vote on such Member's behalf at member meetings ("Member Representative(s)"). Any Member Representative shall have the authority to vote the entire Governance Rights of the Member he or she represents; provided, however, that only one Member Representative shall vote on a Member's behalf at any meeting of the members.
Member Representatives. The Company shall have a management committee consisting of three representatives of each Member of the Company (the “Management Committee”). Xxxxxx X. Xxxxxxx, III, Xxxxxx Xxxxx and Xxxxxx Xxxxx shall serve as Xxxxxxx’x initial Member representatives on the Management Committee and Xxxxx Xxxxx, Xxxxxx Xxxxxx and Xxxx Xxxxxx-Xxxx shall serve as MOF’s initial Member representatives on the Management Committee. Each Member representative shall coordinate Member communications with respect to the Company’s affairs. Each Member may designate a replacement Member representative on the Management Committee upon Notification to the other Member. The Management Committee shall use reasonable efforts to meet once every Fiscal Quarter (either in person or by telephone) to review the Company’s operations, and more frequently as needed to address matters on an interim basis. Management Committee meetings may be called by any Member representative with at least three (3) Business Days’ prior Notification. Any Member representative may appoint another individual to act for such representative at any Management Committee meeting by a proxy executed in writing and presented to the other Member representatives at or before such meeting. Member representatives shall not be managers of the Company under the Act. The presence of at least one representative of each Member shall be required for every Management Committee meeting. Any matter submitted for the approval of the Management Committee shall be deemed approved if at least one representative of each Member approves or consents in writing to the matter.
Member Representatives. Each Member shall designate a senior executive level representative and an alternate representative with full authority to act on its behalf in carrying out the work of NPCC.
Member Representatives. The Company and each Member hereby agree that Xxxxx Xxxxx shall be appointed as the Member Representative, with respect to himself, Xxx Xxxxx and Xxxxxx Xxxxx, and Xxxxx Xxxxx shall be appointed as Member Representative with respect to himself and Xxxxx Ireland, in each case as the attorney-in-fact for and on behalf of each of them, and the taking by the Member Representative of any and all actions and the making of any decisions required or permitted to be taken by him under this Agreement or the Escrow Agreement to which the Company and/ or any Member is a party, including the exercise of the power to (i) agree to, negotiate, enter into settlements and compromises of and comply with orders of courts with respect to any indemnification claims, (ii) resolve any indemnification claims, and (iii) take all actions necessary in the judgment of the Member Representative for the accomplishment of the other terms, conditions and limitations of this Agreement. Accordingly, the Member Representatives have authority and power to act on behalf of the Company prior to Closing and each Member represented by such Member Representative with respect to this Agreement and the disposition, settlement or other handling of all indemnification claims, rights or obligations arising from and taken pursuant to this Agreement or any ancillary agreement hereto to which the Company and/ or any Member is a party. Each Member will be bound by all actions taken by its Member Representative in connection with this Agreement to which such Party is a party and Parent shall only be required to acknowledge or act upon written communication signed by the Member Representatives. Such agency may be changed with respect to each such Member Representative by the majority of the Members represented thereby; provided, however, that no such Member Representative may be removed unless any such majority agrees to such removal and to the identity of the substituted agent. Notwithstanding the foregoing, each Member Representative may resign at any time by providing written notice of intent to resign to the Members, which resignation shall be effective upon the earlier of (A) thirty (30) calendar days following delivery of such written notice or (B) the appointment of a successor by the relevant Members. No bond shall be required of any Member Representative, and no Member Representative shall receive any compensation for its services. No Member Representative shall be liable to the Members for any act ...
Member Representatives. The LSAT Member and the LMC Members, acting together, will each be entitled to designate two individuals to act as such Members' duly authorized representatives and agents (each a "Representative") for purposes of exercising the Vote of such Members on any matter involving the Company. A Member will designate its Representatives by Notice to each other Member and may change any such designation at any time upon similar Notice.
Member Representatives. By signing this Agreement, the Members holding Class A Common Units hereby appoint Bxxxx X. Xxxxxx as the Class A Member Representative, and the Members holding Class B Common Units appoint Jxxxx X. Xxxxxx as the Class B Member Representative. The Member Representatives will have full authority to act on behalf of the Members that they represent, including receiving any notices or reports, granting any consents or taking any other actions permitted or required to be taken by the Members under this Agreement. A successor Member Representative may be appointed by the written consent of Members holding a majority of the Class A Common Units, in the case of a Class A Member Representative, or Members holding a majority of the Class B Common Units, in the case of a Class B Member Representative. The Managing Member will not be required to recognize the authority of any successor Member Representative until the Managing Member has received written notice, signed by or on behalf of Members holding a sufficient number of Common Units to appoint such successor.
Member Representatives. In order to facilitate communication between the Members, each Member shall designate two representatives (collectively, the “Representatives”), either of whom shall be authorized to act for the Member, at Member meetings and with regard 9 /s/ SAE BP /s/ CAR Verenium to any other vote, consent or action to be taken by the Members. The Representatives may be persons who are also serving in other capacities on behalf of the appointing Member in relation to the Company. BP hereby designates those two individuals named in the Letter as its initial Representatives. Verenium hereby designates those two individuals named in the Letter as its initial Representatives. A Member may replace one or both of its Representatives upon Notice to the other Member.
