Common use of Voting Rights of Members Clause in Contracts

Voting Rights of Members. (a) Except as expressly provided in this Agreement or otherwise required by the Act, Members shall have no voting rights; provided, however, that the Holders of Class A Units (other than Holders that became Holders as a result of a Transfer that was not in compliance with the terms and conditions of this Agreement) shall be entitled to one vote per Class A Unit (other than Class A Units that are Held as a result of a Transfer that was not in compliance with the terms and conditions in this Agreement) Held by such Holder on all matters (if any) on which such Class A Members are entitled to vote pursuant to this Agreement and the Act; provided, further, that Class B Members and Class C Members shall have no voting rights. In the event any Member shall transfer less than all of its Class A Units to an unaffiliated third party or any other Member in a transaction or in a series of transactions then the portion of such Member’s votes that is equal to the portion of such Member’s Class A Units transferred shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not be a Member. In the event any Member shall transfer all its Class A Units held on the date of such transfer to an unaffiliated third party or any other Member in a transaction or in a series of transactions, then all of the votes of its Class A Units on the date of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V. Notwithstanding the foregoing, if at any time a Member (x) shall transfer more than 50% of such Member’s Class A Units (excluding, however, transfers made by such Member to a Permitted Transferee), (y) with respect to an Investor Member, ceases to be controlled by their respective controlled Affiliates as of the date hereof, as applicable or (z) shall be in default with respect to its obligations to fund additional Capital Contributions pursuant to Section 2.2 above, the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (z), (A) to the extent a Member elects to treat its obligation to fund capital as a loan and such Member repays all such loans (including all interest thereon) within 15 days, the voting rights of such Member shall be reinstated and (B) to the extent a Member elects to treat its obligation to fund capital as a Capital Contribution, the Company shall provide notice to such Member on the next Business Day indicating such election and the voting rights of such Member shall be deemed cancelled if the Member does not provide its Capital Contribution to the Company within 15 days after receipt of such notice.

Voting Rights of Members. (a) Except as expressly provided The Members shall have no right or authority to vote on matters other than matters explicitly requiring such vote in this Agreement or otherwise required by in the Act, Members shall have no voting rights; provided, however, that the Holders of Class A Units (other than Holders that became Holders as a result of a Transfer that was not in compliance with the terms and conditions of this Agreement) shall be entitled to one vote per Class A Unit (other than Class A Units that are Held as a result of a Transfer that was not in compliance with the terms and conditions . For matters set forth in this Agreement) Held by Agreement explicitly requiring a vote of the Members, such Holder on matters shall require the vote of all matters (if any) on which such Class A Members are entitled to vote pursuant to this Agreement and the Act; provided, further, that Class B Members and Class C Members shall have no voting rightsMembers. In the event any Member shall transfer less than all of its Class A Units Percentage Interest to an unaffiliated third party or any other Member in a transaction or in a series of transactions transactions, then the portion of such Member’s votes that is equal to the portion of such Member’s Class A Units Percentage Interest transferred shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not be a have the right to vote on any matter as an “Member”. In the event any Member shall transfer all its Class A Units entire Percentage Interest held on the date of such transfer to an unaffiliated third party or any other Member in a transaction or in a series of transactions, then all of the votes of its Class A Units Percentage Interest on the date of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V. V and such transferee shall not have the right to vote on any matter as a “Member”. Notwithstanding the foregoing, if at any time a Member (xi) shall transfer more than 50% of such Member’s Class A Units Percentage Interest (excluding, however, transfers made by such Member to a Permitted TransfereeTransfers), (y) with respect to an Investor Member, ceases to be controlled by their respective controlled Affiliates as of the date hereof, as applicable or (zii) shall be in default with respect to its obligations to fund additional Capital Contributions capital contributions pursuant to Section 2.2 above, the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (zii), (Ax) to the extent a Member elects Contributing Member(s) elect to treat its obligation to fund capital their respective Funded Amounts as a loan Priming Capital Contributions and such Non-Contributing Member repays all such loans Priming Capital Contributions (including all interest thereon) within 15 10 days, the voting rights of such Member shall be reinstated and (By) to the extent a Member elects the Contributing Member(s) elect to treat its obligation to fund capital their respective Funded Amounts as a Additional Capital ContributionContributions, the Company shall provide notice to such Non-Contributing Member on the next Business Day indicating such election and the voting rights of such Non-Contributing Member shall be deemed cancelled if the Non-Contributing Member does not provide its Capital Contribution capital contribution to the Company within 15 10 days after receipt of such notice.

Voting Rights of Members. (a) Except as expressly provided The Members shall have no right or authority to vote on matters other than matters explicitly requiring such vote in this Agreement or otherwise required by in the Act, Members shall have no voting rights; provided, however, that the Holders of Class A Units (other than Holders that became Holders as a result of a Transfer that was not in compliance with the terms and conditions of this Agreement) shall be entitled to one vote per Class A Unit (other than Class A Units that are Held as a result of a Transfer that was not in compliance with the terms and conditions . For matters set forth in this Agreement) Held by Agreement explicitly requiring a vote of the Members, such Holder on matters shall require the affirmative vote of all matters (if any) on which such Class A Members are entitled to vote pursuant to this Agreement and the Act; provided, further, that Class B Members and Class C Members shall have no voting rightsMembers. In the event any Member shall transfer less than all of its Class A Units Percentage Interest to an unaffiliated third party or any other Member in a transaction or in a series of transactions transactions, then the portion of such Member’s votes that is equal to the portion of such Member’s Class A Units Percentage Interest transferred shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not be a have the right to vote on any matter as an “Member”. In the event any Member shall transfer all its Class A Units entire Percentage Interest held on the date of such transfer to an unaffiliated third party or any other Member in a transaction or in a series of transactions, then all of the votes of its Class A Units Percentage Interest on the date of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V. V and such transferee shall not have the right to vote on any matter as a “Member”. Notwithstanding the foregoing, if at any time a Member (x) shall transfer more than 50% of such Member’s Class A Units Percentage Interest (excluding, however, transfers made by such Member to a Permitted TransfereeTransfers), (y) with respect to an Investor Member, ceases to be controlled by their respective controlled Affiliates as of the date hereof, as applicable or (z) shall be in default with respect to its obligations to fund additional Capital Contributions pursuant to Section 2.2 above, the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (zii), (Ax) to the extent a Member elects Contributing Member(s) elect to treat its obligation to fund capital their respective Funded Amounts as a loan Priming Capital Contributions and such Non-Contributing Member repays all such loans Priming Capital Contributions (including all interest thereon) within 15 10 days, the voting rights of such Member shall be reinstated and (By) to the extent a Member elects the Contributing Member(s) elect to treat its obligation to fund capital their respective Funded Amounts as a Additional Capital ContributionContributions, the Company shall provide notice to such Non-Contributing Member on the next Business Day indicating such election and the voting rights of such Non-Contributing Member shall be deemed cancelled if the Non-Contributing Member does not provide its Capital Contribution capital contribution to the Company within 15 10 days after receipt of such notice.

Voting Rights of Members. (a) Except as expressly provided Members shall have no right or authority to vote on matters other than matters explicitly requiring such vote in this Agreement or otherwise required by in the Act. On matters set forth in this Agreement or in the Act explicitly requiring a vote of the Members, Members each Member shall have no voting rights; provideda number of votes equal to a fraction, however, that the Holders of Class A Units (other than Holders that became Holders expressed as a result percentage, of a Transfer that was not in compliance with (i) the terms and conditions number of this Agreement) shall be entitled to one vote per Class A Unit (other than Class A Units that are Held as a result of a Transfer that was not in compliance with the terms and conditions in this Agreement) Held held by such Holder on Member and (ii) the number of Units held by all matters (if any) on which such Class A Members are entitled to vote pursuant to this Agreement and the Act; provided, further, that Class B Members and Class C Members shall have no voting rightsMembers. In the event any Member shall transfer less than all of its Class A Units to an unaffiliated third party or any other Member in a transaction or in a series of transactions then the portion of such Member’s votes that is equal to the portion of such Member’s Class A Units transferred shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not be a Member. In the event any Member shall transfer all its Class A Units held on the date of such transfer to an unaffiliated third party or any other Member in a transaction or in a series of transactions, then all of the votes of its Class A Units on the date of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V. Notwithstanding the foregoing, if at any time a Member (x) shall transfer more than 50% of such Member’s Class A Units (excluding, however, transfers made by such Member to a Permitted Transferee), (y) with respect to an Investor Member, ceases to be controlled by Cerberus Capital Management, LP, Xxxxx Realty, LP, Schottenstein Stores Corp. or Xxxxxx-Xxxxx Partners, L.P. or their respective controlled Affiliates as of the date hereofAffiliates, as applicable or (z) shall be in default with respect to its obligations to fund additional Capital Contributions pursuant to Section 2.2 above, the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (zy), (A) to the extent a Member elects to treat its obligation to fund capital as a loan and such Member repays all such loans (including all interest thereon) within 15 days, the voting rights of such Member shall be reinstated and (B) to the extent a Member elects to treat its obligation to fund capital as a Capital Contribution, the Company shall provide notice to such Member on the next Business Day indicating such election and the voting rights of such Member shall be deemed cancelled if the Member does not provide its Capital Contribution to the Company within 15 days after receipt of such notice.

Voting Rights of Members. (a) Except as expressly provided Members shall have no right or authority to vote on matters other than matters explicitly requiring such vote in this Agreement or otherwise required by in the Act, Members shall have no voting rights; provided, however, that the Holders of Class A Units (other than Holders that became Holders as a result of a Transfer that was not in compliance with the terms and conditions of this Agreement) shall be entitled to one vote per Class A Unit (other than Class A Units that are Held as a result of a Transfer that was not in compliance with the terms and conditions . For matters set forth in this Agreement) Held by Agreement explicitly requiring a vote of the Initial Members, such Holder on matters shall require the vote of all matters (if any) on which such Class A Members are entitled to vote pursuant to this Agreement and the Act; provided, further, that Class B Members and Class C Members shall have no voting rightsInitial Members. In the event any Initial Member shall transfer less than all of its Class A Units Percentage Interest to an unaffiliated third party or any other Member in a transaction or in a series of transactions transactions, then the portion of such Initial Member’s votes that is equal to the portion of such Initial Member’s Class A Units Percentage Interest transferred shall be deemed cancelled and the transferee (if an unaffiliated third party) in such transfer shall not be a have the right to vote on any matter as an “Initial Member”. In the event any Initial Member shall transfer all its Class A Units entire Percentage Interest held on the date of such transfer to an unaffiliated third party or any other Member in a transaction or in a series of transactions, then all of the votes of its Class A Units Percentage Interest on the date of such transfer shall be deemed to have been transferred to such transferee upon the satisfaction of the conditions contained in Article V. V and such transferee shall not have the right to vote on any matter as an “Initial Member”. Notwithstanding the foregoing, if at any time a Member (xi) shall transfer more than 50% of such Member’s Class A Units Percentage Interest (excluding, however, transfers made by such Member to a Permitted Transferee), (y) with respect to an Investor Member, ceases to be controlled by their respective controlled Affiliates as of the date hereof, as applicable or (zii) shall be in default with respect to its obligations to fund additional Capital Contributions capital contributions pursuant to Section 2.2 above, the remaining votes of such Member shall be deemed cancelled and such Member shall have no voting rights except as otherwise required by the Act; provided, that in the case of clause (zii), (Ax) to the extent a Member elects Contributing Member(s) elect to treat its obligation to fund capital their respective Funded Amounts as a loan loans and such Non-Contributing Member repays all such loans (including all interest thereon) within 15 days, the voting rights of such Member shall be reinstated and (By) to the extent a Member elects the Contributing Member(s) elect to treat its obligation to fund their respective Funded Amounts as capital as a Capital Contributioncontributions, the Company shall provide notice to such Non-Contributing Member on the next Business Day indicating such election and the voting rights of such Non-Contributing Member shall be deemed cancelled if the Non-Contributing Member does not provide its Capital Contribution capital contribution to the Company within 15 days after receipt of such notice.