Appointment and Removal of Managers. Managers shall be appointed by the Member. Any Manager or the entire Board of Managers may be removed at any time, with or without cause, by the Member. Any person may resign as Manager by delivery of written notice to the Member. Any Manager may be removed for any reason, with or without cause, by the Member.
Appointment and Removal of Managers. All Managers shall be appointed by the Class A Members. Any Manager so appointed by the Members shall serve in the capacity so appointed until (i) removed with or without cause by the Class A Members, (ii) such Manager’s successor shall be duly elected and appointed by the Class A Members or (iii) such Manager’s death, disability or resignation. The Class A Member hereby appoints Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxx and Xxxxxx X. XxXxxxxxx as the Managers.
Appointment and Removal of Managers. The Managers of the Company, who shall be natural persons, shall be appointed as set forth below:
(a) At the time of the Initial Closing:
(i) Two (2) Managers shall be appointed, and may be removed, by VSH (the “VSH Manager Designees”);
(ii) Three (3) Managers shall be appointed, and may be removed, by a majority in interest of the Class A Common Holders and Series A Preferred Holders (based upon the number of units of Class A Common Units then held by the Class A Common Holders on a Fully Diluted Basis), which designees shall initially be [Xxxx Xxxxxxxxx, Xxxx Xxxxx and Xxxxx Xxxxxx]; and
(iii) One (1) Manager shall be appointed, and may be removed, by the joint action of both (A) a majority in interest of the Class A Common Holders and Series A Preferred Holders (based upon the number of units of Class A Common Units then held by the Class A Common Holders on a Fully Diluted Basis) and (B) VSH, which designee shall be an independent and disinterested Manager (the “Independent Manager Designee”).
(iv) In addition, VSH shall have the right to have two observers, and the Company shall have the right to have one observer, at each meeting of the Management Board.
(b) At the Second Closing:
(i) Two (2) Managers shall be appointed, and may be removed, by VSH (the “VSH Manager Designees”);
(ii) Two (2) Managers shall be appointed, and may be removed, in the manner set out in Section 2.3(a)(ii), but without giving effect to any Units held by VSH or its Affiliates; and
(iii) Two (2) Managers shall be appointed, and may be removed, in the manner set out in Section 2.3(b)(ii), which designees shall be independent and disinterested Managers (each, an “Independent Manager Designee”); provided, that any such appointment or removal shall also require the approval of a VSH Manager Designee.
(c) At the Third Closing:
(i) Two (2) Managers shall be appointed, and may be removed, by VSH (the “VSH Manager Designees”);
(ii) Two (2) Managers shall be appointed, and may be removed, in the manner set out in Section 2.3(b)(ii); and
(iii) The Managers appointed under Section 2.3(c)(i) and Section 2.3(c)(ii) shall be entitled, by a majority vote of such Managers, to appoint and, if so determined, remove any number of independent and disinterested Managers (if so appointed, an “Independent Manager Designee”).
(d) At the Fourth Closing the Managers shall be as determined by VSH. The Board of Directors of each Subsidiary of the Company shall be comprised of such Persons as the Manageme...
Appointment and Removal of Managers. The Managers shall be appointed by the holders of a majority of the outstanding Common Units voting as a separate class (a “Majority of Common Members”). The holders of the Series A Preferred Units shall not have the right to vote for, or otherwise approve, the Managers. The number of Managers constituting the entire Board shall be at least one (1) or such greater or lesser number as the Board shall determine from time to time. The Managers need not be Members of the Company. A Manager may be removed and/or replaced by the affirmative vote or written consent of a Majority of Common Members. The initial Manager shall be Xxxx Xxxxx. The Managers shall hold office until their respective successors are chosen and duly qualified in accordance with this Section 6.2.
Appointment and Removal of Managers. The number of Managers of the Company shall be fixed from time to time by the Majority Vote of the Members. The initial number of Managers shall be one (1) and the initial Manager shall be Terra International, Inc., a Delaware corporation. A Manager may be removed and/or replaced upon a Majority Vote of the Members. In the event at any time there is no Manager appointed and serving, then all Members shall be deemed to be Managers of the Company and shall have equal rights in all management decisions affecting
Appointment and Removal of Managers. So long as a Manager is willing and able to serve in such capacity, he or she may be removed as a Manager only by the vote of the Member who originally designated that Manger (the “Designating Member”). If, at any time, a Manager is unwilling or unable to serve as a Manager or upon the death or incapacity of a Manager, the resulting vacancy on the Management Committee shall be filled by the vote of the Designating Member. Such replacement Manager shall be subject to the provisions of this Agreement as if he or she had been appointed upon its execution.
Appointment and Removal of Managers. The Member shall have the power to set from time-to-time the number of Managers, to remove any Manager (with or without cause and for any reason or no reason) and/or to appoint a Manager by delivering notice to the Company, which removal or appointment shall become effective immediately upon receipt by the Company of such notice. The Managers shall not have the authority to appoint additional or successor Managers. A Manager may resign at any time by providing prior written notice of such resignation to the Company and the Member. The initial Managers shall be Xxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx X. Xxxxxxxx, each of whom is hereby appointed by the Member as a Manager as contemplated by Section 9 above.
Appointment and Removal of Managers. The Managers of the Company shall be appointed as follows:
Appointment and Removal of Managers. At any time, and from time to time, the Member or Members holding a majority of the Shares in the Company may elect one or more individuals to manage the Company (the Managers). The Managers shall be responsible for any and all such duties as the Members may choose to confer upon the Managers in this Agreement. Any Manager (whether an initial or a successor Manager) shall cease to be a Manager upon the earlier of (a) such Manager’s resignation or (b) such Manager’s removal pursuant to the affirmative vote of the Member or Members holding a majority of the Shares in the Company by Percentage Interest. Any vacancy in any Manager position, whether occurring as a result of a Manager resigning or being removed may be filled by appointment of a successor by the Member or Members holding a majority of the Shares in the Company by Percentage Interest in accordance with this Paragraph 10. A Manager need not be a Member or resident of the State of Delaware.
Appointment and Removal of Managers. (a) Trinity Managers. Trinity shall have the right to appoint up to two Managers (the “Trinity Managers”). The initial Trinity Managers are Xxxx Xxxxxxxxx and Xxxxxxxx Xxxxxx. Trinity shall have the power to remove a Trinity Manager at any time with or without cause, and in such case may appoint such Person’s replacement. A Trinity Manager shall also cease to be a Manager upon such Person’s written resignation, death or incapacity, and in any such event Trinity may appoint such Person’s replacement. Trinity shall notify the other Members and the Board of Managers promptly if any Trinity Manager ceases to be a Manager and of any replacement of a Trinity Manager. If Trinity ceases to be a Member, or becomes a Defaulting Member, the Trinity Managers shall at the same time cease to be Managers, and Trinity shall no longer have any right to appoint a replacement for such Persons.
