Common use of Quorum and Acts of the Board Clause in Contracts

Quorum and Acts of the Board. At all meetings of the Board, a majority of the Directors then in office shall constitute a quorum for the transaction of business. Each Director shall have one (1) vote on all matters before the Board; provided, however, that if at any time there are fewer Designated Directors of a Member serving on the Board or in attendance at a meeting of the Board than such Member is entitled to appoint pursuant to Section 5.1(b)(ii)(A) or (B), as applicable, the Designated Director or Directors of such Member then serving on the Board, or in attendance at a meeting of the Board, as applicable, shall have, in the aggregate, that number of votes equal to the votes the Designated Directors of such Member would have been entitled to vote if such Member had appointed all Directors they were entitled to appoint pursuant to Section 5.1(b)(ii)(A) or (B), as applicable, or if all Designated Directors of such Member were in attendance at such meeting of the Board. Except as otherwise provided in this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time, upon at least two (2) Business Days’ notice to the absent Directors, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board may be taken without a meeting, if all members of the Board consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board.

Quorum and Acts of the Board. At all meetings of the Board, a majority of the Directors then in office shall constitute a quorum for the transaction of business. Each Director shall have one (1) vote on all matters before the Board; provided, however, that if at any time there are fewer Designated Directors of a Member serving on the Board or in attendance No action may be taken at a meeting of the Board than such Member is entitled to appoint pursuant to Section 5.1(b)(ii)(Aunless, (i) or (B), as applicable, in the Designated Director or Directors case of such Member then serving on the a nine member Board, or in attendance at a meeting six of the Boardnine Directors and (ii) in all other cases, as applicable, shall have, in more than 60% of the aggregate, that total number of votes equal to the votes the Designated Directors of such Member would have been entitled to vote if such Member had appointed all Directors they were entitled to appoint pursuant to Section 5.1(b)(ii)(A) or (B)then serving, as applicable, or if all Designated Directors of such Member were in attendance at such meeting of the Boardare present. Except as otherwise provided in this Agreement, the act of a simple majority (i.e., more than 50%) of all of the Directors present then serving on the Board (i.e., at least five of the nine Directors of the Company) taken at any meeting at which there is a quorum shall exist shall be the act of the Board; provided, however, if at a meeting of the Board where a quorum is present, a Director is not present at such meeting, then, if any other present Director at such meeting believes in good faith that the Director that is absent from such meeting should be given an additional opportunity to be present at such meeting for purposes of casting a vote, or participating in the deliberations of the Board, with respect to a particular matter that is being acted upon by the Board at such meeting, then upon the request of such other present Director, such particular matter shall not be acted upon at such meeting of the Board (and the meeting of the Board with respect to such matter shall be adjourned and reconvened, and the Chairman shall deliver notice of such adjourned meeting to consider such matter in accordance with Section 4.2); provided, further, that for any such reconvened meeting relating to such matter, so long as a quorum (as described above) is present, no Director may request an additional adjournment for any reason (including the absence of any Director at such meeting). If a quorum shall not be present at any meeting of the Board, the Directors present thereat may adjourn the meeting from time to time, upon without notice other than announcement at least two (2) Business Days’ notice to the absent Directorsmeeting, until a quorum shall be present; provided, however, that notice for any reconvened meeting shall have been given in accordance with Section 4.2. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting, without prior notice and without a vote if a unanimous consent in writing, setting forth the actions so taken, shall be signed by all Directors or all of the members of the Board consent thereto in writingcommittee, as the case may be, and the writing or writings are filed with the minutes of proceedings of the BoardBoard or committee. Except as permitted by Section 4.11, Board or committee actions by less than unanimous written consent are hereby specifically denied.

Quorum and Acts of the Board. At all duly called meetings of the Board, a majority of the Directors then in office total number of Managers shall constitute a quorum for the transaction of business. Each Director shall have one (1) vote on all matters before the Board; provided, however, that if the attendance by at any time there are fewer Designated Directors least one Manager designated by the Xxxxxx Group and one Manager designated by the CCC Group shall be required. The vote of a Member serving on the Board or in attendance at a meeting 65% of the Board than such Member is entitled to appoint pursuant to Section 5.1(b)(ii)(A) or (B), as applicable, the Designated Director or Directors of such Member then serving on the Board, or in attendance at a meeting of the Board, as applicable, shall have, in the aggregate, that number of votes equal to the votes the Designated Directors of such Member would have been entitled to vote if such Member had appointed all Directors they were entitled to appoint pursuant to Section 5.1(b)(ii)(A) or (B), as applicable, or if all Designated Directors of such Member were in attendance at such meeting of the Board. Except as otherwise provided in this Agreement, the act of a majority of the Directors present Managers at any meeting at which there is a quorum is present shall be the act of the Board. Each Board member shall be entitled to one vote; provided, that, (x) except to the extent prohibited by law, the Managers present at such meeting and designated by the Xxxxxx Group shall be entitled to cast in the aggregate as many votes at such meeting as the number of Managers the Xxxxxx Group has the right to designate to the Board, and such other Managers designated by the Xxxxxx Group as are not present at such meeting shall be deemed to have given a proxy to vote at the applicable meeting to the other Manager(s) present at such meeting and designated by the Xxxxxx Group and (y) except to the extent prohibited by law, the Managers present at such meeting and designated by the CCC Group shall be entitled to cast in the aggregate as many votes at such meeting as the number of Managers the CCC Group has the right to designate to the Board, and such other Managers designated by the CCC Group as are not present at such meeting shall be deemed to have given a proxy to vote at the applicable meeting to the other Manager(s) present at such meeting and designated by the CCC Group. If a quorum shall not be present at any meeting of the Board, the Directors Board members present thereat may adjourn the meeting from time to time, upon without notice other than announcement at least two (2) Business Days’ notice to the absent Directorsmeeting, until a quorum shall be present. Any action required instrument or permitted to be taken at any meeting writing executed on behalf of the Board may be taken without a meeting, if all Company by any one or more of the members of the Board consent thereto in writing, shall be valid and binding upon the writing or writings are filed with the minutes of proceedings Company when authorized by such action of the Board.

Quorum and Acts of the Board. At all duly called meetings of the Board, a majority two Managers (which must include one designee of the Directors then in office each Member) shall constitute a quorum for the transaction of business. Each Director shall have one (1) vote on all matters before the Board; provided, however, that if at any time there are fewer Designated Directors of a Member serving on the Board or in attendance at a meeting of the Board than such Member is entitled to appoint pursuant to Section 5.1(b)(ii)(A) or (B), as applicable, the Designated Director or Directors of such Member then serving on the Board, or in attendance at a meeting of the Board, as applicable, shall have, in the aggregate, that number of votes equal to the votes the Designated Directors of such Member would have been entitled to vote if such Member had appointed all Directors they were entitled to appoint pursuant to Section 5.1(b)(ii)(A) or (B), as applicable, or if all Designated Directors of such Member were in attendance at such meeting of the Board. Except as otherwise provided in this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Directors Board members present thereat may adjourn the meeting from time to time, upon without notice other than announcement at least two (2) Business Days’ notice to the absent Directorsmeeting, until a quorum shall be present; provided, however, that for any such reconvened meeting, a quorum, as determined in the preceding sentence, shall be required for the transaction of business; provided further, however, that notice for any reconvened meeting shall have been given in accordance with Section 7.2. Any action required or permitted Each Manager shall be entitled to one vote; provided, that, except to the extent prohibited by law, any Manager shall be taken entitled to vote on behalf of another Manager appointed by the same Member if such other Manager is not present at any a meeting of the Board. Any instrument or writing executed on behalf of the Company by any one or more of the Managers shall be valid and binding upon the Company when authorized by the Board in accordance with this Section 7.3. No action may be taken by the Board under this Agreement or the Act without the consent of a meetingmajority of the Managers, if which shall include consent of at least one designee of each Member; except that with respect to the following matters of the Company, the unanimous consent of all members the Managers shall be required for any action by the Board: 15 (a) approving the annual budget of the Company (the “Annual Budget”); (b) amending the business principles of the Company (the “Business Principles”) or consummating any transactions inconsistent with the Business Principles; (c) approving any distributions (other than Tax Distributions) to the Members (including any Management Member); (d) changing the size of the Board consent thereto or a Member’s right to designate Managers as set forth in writingSection 7.1(a); (e) hiring or terminating the CEO, and the writing CFO or writings are filed with the minutes COO; (f) engaging in any business activity outside the ordinary course of proceedings business of the Board.Company; (g) acquiring assets or making capital expenditures or other financial commitments in an amount greater than $250,000 in excess of the capital budget contained in the Annual Budget for any single transaction or any series of related transactions; (h) disposing of assets in an amount greater than $250,000 not specifically provided for in the Annual Budget for any single transaction or any series of related transactions, provided that the Company may make ordinary course dispositions of tractors in an amount of up to $5,000,000 in the aggregate during any Fiscal Year without consent of the Managers under this Section 7.3; (i) liquidating, dissolving or winding-up the Company; (j) entering into any amalgamation, consolidation, merger or arrangement or other similar entity reorganization; (k) adopting, amending or repealing the certificate of formation of the Company or this Agreement pursuant to Section 15.2; (l) issuing additional Units, any other class of membership interests in the Company, or any securities convertible into or exchangeable for the membership interests in the Company or repurchasing any membership interests in the Company; (m) entering into, terminating or amending any agreements with any Member (or any permitted assignee thereof) and their respective Affiliates; provided that neither Member shall be required to recuse itself in any decisions regarding any such agreement with itself); (n) any borrowing or the pledging of any of the Company’s assets or the giving of any other financial assistance in the form or a guarantee or otherwise with respect to an amount in excess of $250,000 in any single or series of related transactions not specifically provided for in the Annual Budget; 16 (o) retaining investment bankers in connection with any proposed public offering by the Company and approving the filing of any prospectus or stock exchange listing application or the taking of other action to become a reporting company under Canadian or United States securities laws or the equivalent under the securities laws of any other jurisdiction; (p) appointing any committee of Managers or delegating any authority of the Managers to a committee; (q) commencing or settling any litigation (i) involving an amount greater than $250,000; (ii) which could reasonably be expected to have a material effect on the Company or its business; (iii) which imposes non-monetary obligations on the Company; or (iv) pursuant to which the Company makes an admission of guilt in any criminal case; (r) approving or changing the auditor of the Company, or changing material tax elections of the Company; (s) approving any other matter which the Managers or Members are required to approve under the Act; and (t) agreeing to do or permitting any subsidiary of the Company to do any of the foregoing. Notwithstanding anything contrary in this Section 7.3, any termination of the Service Agreement shall be effective solely upon the approval by the Managers appointed by Element. SECTION 7.4