any officers of the Company in such form as the Manager may approve; provided,
however, that any Class D Common Units converted into Class B Common Units at
the time of the IPO shall not be evidenced by such certificates. The Manager
may, in its sole discretion, provide that other Common Units are to be evidenced
by certificates of limited liability company interest executed by the Manager or
any officers of the Company in such form as the Manager may approve.
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 Members. Without the need for any additional act or
consent of any Person, (i) CII, Vulcan Cable, and the Rifkin Holders will
continue to be members of the Company, and (ii) PublicCo will be, and without
further action on the part of any Person, shall be deemed admitted as a member
of the Company on the Class B Common Measuring Date. As a condition to its
admission as a member of the Company, PublicCo agrees that it will enter into
the Falcon Exchange Agreement and the Bresnan Exchange Agreement, as
contemplated by Section 6.6(f) of the Falcon Purchase Agreement and Section
5.16(a) of the Bresnan Purchase Agreement, respectively. Except as set forth in
Article VII, no Person shall be admitted as an additional Member unless approved
by the Manager and the Approval of the Members. No Person shall be admitted as
an additional Member until such additional Member has made any required Capital
Contribution and has become a party to this Agreement. Substitute Members may be
admitted only in accordance with Article VII. The Members acknowledge that the
admission of such new Members or the issuance of additional Membership Interests
to pre-existing Members may dilute the Percentage Interests of the Members.
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 or as the Member or Members who properly
noticed such meeting, as the case may be, may fix from time to time. At any
meeting of the Members, the Chairman of the Board (or, if there is no Chairman
or the Chairman so elects, 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 for the purpose of addressing any matter
on which the vote, consent, or approval of the Members is required or permitted
under this Agreement may be called at any time by the Manager, or by any Member
or Members holding more than twenty percent (20%) of all issued and outstanding
Units entitled to vote on, consent to or approve such matter.