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S-4
INSIGHT COMMUNICATIONS COMPANY L P filed this Form S-4 on 10/07/2016
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ARTICLE IV

MEMBERS

4.1 Limited Liability. Except as required under the Act or as expressly set forth in this Agreement, no Member shall be personally liable for any debt, obligation, or liability of the Company, whether that debt, obligation, or liability arises in contract, tort or otherwise.

4.2 Admission of Additional Members. Without the need for any additional act or consent of any Person, the Initial Members shall continue to be Members of the Company. Except as set forth in Article VII, no Person shall be admitted as an additional Member unless the terms of such admission have been approved by the Manager. Such terms of admission shall include without limitation the amount and nature of any Capital Contribution by such Person, the terms and other aspects of such Capital Contribution, the economic and other rights of the additional Membership Interests issued to the additional Member (including without limitation any priority with respect to distributions of cash or other property from the Company), and the resulting dilution of interest to be incurred by the other Members. Each Member acknowledges that (a) the contribution of capital by a Person and the admission of such Person as an additional Member, and the terms of additional Membership Interests issued to such Person (including without limitation rights to distributions from the Company that are superior to other Members’ rights) shall be determined solely by the Manager without the consent or approval of any Member, except as may be required pursuant to Section 10.2.2 hereof, and (b) the admission of such Person as an additional Member and issuance of additional Membership Interests to such Person may dilute the Percentage Interests and other rights of the other Members, and such Member shall have no right to vote on the admission of such Person or the issuance of additional Membership Interests to such Person except as provided in Section 10.2.2 hereof.

4.3 Meetings of Members.

4.3.1 No annual or regular meetings of the Members as such shall be required; if convened, however, meetings of the Members may be held at such date, time, and place as the Manager may fix from time to time. At any meeting of the Members, the Manager or a person appointed by the Manager shall preside at the meeting and shall appoint another person to act as secretary of the meeting. The secretary of the meeting shall prepare written minutes of the meeting, which shall be maintained in the books and records of the Company.

4.3.2 A meeting of the Members may be called at any time by the Manager, or by any Member or Members holding more than 20 percent of all Units, for the purpose of addressing any matter on which the Approval of the Members is required or permitted under this Agreement.

4.3.3 Notice of any meeting of the Members shall be sent or otherwise given by the Manager to the Members in accordance with this Agreement not less than 10

 

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