Members Voting Sample Clauses

Members Voting. Subject to the provisions of Section 1(d) of the Letter Agreement, all decisions reserved by the Act or this Operating Agreement to the Members will be made by the affirmative vote of Members owning more than 50% of the Ownership Interests, unless the unanimous vote (under Section 4.11) provisions apply or except as to any other matter the Members agree shall require a unanimous vote or as otherwise specifically provided in this Agreement. Any determination to be made by the Members will be made in each Member's sole and absolute discretion.

Members Voting. AND CONSENTS 1

Members Voting. (a) As set forth in Section 4.02, the power and authority to manage, direct and control the Company will be vested in the Board, and the Board will have full, complete and exclusive authority to manage, direct and control the business, affairs and properties of the Company. Notwithstanding the foregoing, for situations where the approval of the Members (rather than the approval of the Board on behalf of the Members) is required by non-waivable applicable Law or where the Board wishes to have the Members decide a particular matter, the Members shall act through meetings and written consents as described in Section 4.05(b) and Section 4.05(c). (b) Except as otherwise expressly provided in this Agreement or required by non- waivable applicable Law, whenever a vote of the Members is required or desired as set forth in Section 4.05(a): each Member owning Class A Units shall have one vote per Class A Unit; each Member owning Class B Units shall have one vote per Class B Unit; each Member owning Class C Units shall have one vote per Class C Unit. Except as otherwise provided by this Agreement, acts by the Members holding an aggregate greater than 50% of the outstanding Class A Units, Class B Units and Class C Units, voting together as a class (a “Member Majority”), shall be the act of the Members. Any Member entitled to vote at a meeting of Members or to express consent or dissent to Company action in writing without a meeting may authorize another person or persons to act for them by proxy. A PDF or similar transmission by the Member, or a reproduction of a writing executed by the Member shall (if stated thereon) be treated as a proxy executed in writing for purposes of this Section 4.05(b). No proxy shall be voted or acted upon after 11 months from the date thereof, unless the proxy provides for a longer period. A proxy shall be revocable unless the proxy form conspicuously states that the proxy is irrevocable and the proxy is coupled with an interest. (c) If and only to the extent actions by the Members are required or desired as set forth in Section 4.05(a), then such actions may be taken (i) at a meeting called by a Representative of the Board on at least five days’ prior written notice to the Members entitled to vote, which notice shall state the purpose or purposes for which such meeting is being called, or (ii) by written consent (without a meeting and without a vote) so long as in the case of a written consent such consent is signed by the Members having...

Members Voting