Common use of Voting by a Member Clause in Contracts

Voting by a Member. Members who own Investor Units shall be entitled to cast one vote for each Investor Unit they own. Except as otherwise specifically provided in this Agreement or any mandatory provision of the Act, Members who own Investor Units (but not Economic Interest Owners) shall have the right to vote only upon the following matters: 8.2.1 Removal of the Manager as provided in this Agreement; 8.2.2 Amendment of this Agreement; 8.2.3 Any merger, combination or “roll-up” of the Company or any UPREIT, DOWNREIT or other similar transaction with a real estate investment trust; 8.2.4 Dissolution and winding up of the Company as set forth in Section 13.1; 8.2.5 The sale of all or substantially all of the assets of the Company; and 8.2.6 Election to obtain audited financial statements as set forth in Section 12.3.2. Notwithstanding any provision hereof to the contrary, when acting on matters subject to the vote of the Members, notwithstanding that the Company is not then insolvent, all of the Members shall, to the fullest extent permitted by law (including § 18 – 1101(c) of the Act), take into account the interest of the Company’s creditors, as well as those of the Members.

Voting by a Member. Members who own Investor Units Interests shall be entitled to cast one vote for each Investor Unit Interest they own. Except as otherwise specifically provided in this Agreement or any mandatory provision of the ActAgreement, Members who own Investor Units Interests (but not Economic Interest Owners) shall have the right to vote only upon the following matters: 8.2.1 (i) Removal of the Manager as provided in this Agreement; 8.2.2 (ii) Admission of the Manager or election to continue the business of the Company after the Manager ceases to be the Manager when there is no remaining Manager; (iii) Amendment of this Agreement; 8.2.3 Any merger, combination or “roll-up” of the Company or any UPREIT, DOWNREIT or other similar transaction with a real estate investment trust; 8.2.4 (iv) Dissolution and winding up of the Company as set forth in Section 13.1; 8.2.5 (v) The sale of all or substantially all of the assets of the Company; (vi) Election to continue the business of the Company as set forth in Section 13.1(d) when there is a Dissolution Event; and 8.2.6 (vii) Election to obtain audited financial statements as set forth in Section 12.3.2. Notwithstanding any provision hereof to the contrary, when acting on matters subject to the vote of the Members, notwithstanding that the Company is not then insolvent, all of the Members shall, to the fullest extent permitted by law (including § 18 – 1101(c) of the Act12.3(b), take into account the interest of the Company’s creditors, as well as those of the Members.