Member Consent means consent of both (A) CFS and (B) (i) so long as CHS holds all of the Membership Interests issued to CHS on the CHS Closing Date, the consent of CHS or (ii) from and after the date on which CHS shall Transfer any of the Membership Interests issued to CHS on the CHS Closing Date, to the extent permitted by and in accordance with the terms hereof, the consent of either CHS or any one of such permitted Transferees (or permitted Transferees thereof) as shall be designated in writing by CHS to the Company from time to time. For the avoidance of doubt, only one Person shall be authorized to exercise a Member Consent on behalf of all Members holding Membership Interests that were originally issued to CHS at the CHS Financial Closing.

Member Consent means the approval, voting by Units held by the Members, of the Members holding a majority of the outstanding Units, excluding Units owned and voting by Leucadia or an Affiliate of Leucadia, provided, if a Member is disproportionately adversely affected by any action requiring Member Consent compared to other Members (other than Leucadia or Affiliates of Leucadia), such Member’s consent shall also be required.

Member Consent means the approval, voting by Units held by the Members, of the Members holding a majority of the outstanding Units, excluding Units owned and voting by NBM or Jefferies or of their respective Affiliates; provided that if a Member is disproportionately adversely affected by any action requiring Member Consent compared to other Members (other than NBM or Jefferies or of their respective Affiliates), such Member's consent shall also be required.

Examples of Member Consent in a sentence

All management and other responsibilities not specifically reserved to the Members in this Agreement, or specifically requiring PCP or Specialist Member and/or System Member Consent, shall be vested in the Board of Managers, and the Members shall have no voting rights except as specifically provided in this Agreement.
Should there be an impasse among them as to the operation of the Company or any proposed action of the Company, including an action proposed by a Member or a Manager, then any Manager may submit the proposed action(s) to a vote by Members and the impasse shall be resolved by Member Consent.
Immediately following the execution and delivery of this Agreement by the Parties, the Company and ManagementCo will, in accordance with the Delaware LLC Act and the LLC Agreement, take all action necessary to seek to obtain the Non-Managing Member Consent.
A Person shall be admitted as an Additional Member only with the consent of the Manager and Member Consent.
If a quorum is present, Member Consent is required to approve any action or proposals before the Members, unless the vote of a greater number is required by the Act, the Certificate or this Agreement.

More Definitions of Member Consent

Member Consent means the execution and delivery of Support Agreements approving this Agreement and the Transactions by members of Seller holding both (a) more than 50% of all of the issued and outstanding Units and (b) a majority of the Class C Preferred Units.

Member Consent has the meaning set forth in Section 6.01(g).

Member Consent means the affirmative vote of both Members.

Member Consent means (a) until the Series A Redemption Date, Series A Consent; (b) from the Series A Redemption Date until the Series B Redemption Date, the consent of the Series B Members and Common Members who are Record Holders of a majority of the outstanding Series B Preferred Units and Series C Common Units, voting together as if a single class; and (c) from and after the Series B Redemption Date, the consent of the Common Members who are Record Holders of a majority of the outstanding Series C Common Units.

Member Consent shall have the meaning assigned to it in Section 6.6 hereof.

Member Consent means (a) with respect to any vote on any action or proposal at a meeting of Members at which a quorum is present in accordance with Section 6.2, the affirmative vote of Members representing more than fifty percent (50%) of the Percentage Interests of the Members casting a vote with respect to the action or proposal (excluding any Members not present, abstaining Members or other non-voting Members) or (b) with respect to any other case, the affirmative vote of the Members representing more than fifty percent (50%) of the Percentage Interests of the Members entitled to vote on the matter.