Common use of Authority of the Managing Member Clause in Contracts

Authority of the Managing Member. The Managing Member shall not permit the Company to engage in any activity which substantially changes the nature of the Company’s business as a holding company for interests in IBG LLC or enter in any material agreement(s) on behalf of the Company, other than the Exchange Agreement, which would in the aggregate, during any twelve (12) month period, result in a transfer or commitment to transfer over twenty percent (20%) of the interests in IBG LLC held by the Company, without the written consent of holders of a majority of the Voting Shares. Subject to the foregoing and the provisions of Section 5.3, the Managing Member shall manage the business of the Company and shall have all of the rights and powers which may be possessed by a managing member under the Act including, without limitation, the right and power to: (a) acquire by purchase, lease or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (b) sell or exchange interests of the Company in IBG LLC to IBGI in exchange for cash or IBGI Common Stock and deal in any other Company assets whether real property or personal property; (c) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (d) execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance and operation of Property or in connection with managing the affairs of the Company, including executing amendments to the Agreement and the Certificate of Formation in accordance with the terms of the Agreement pursuant to any power of attorney granted by the Members to the Managing Member; (e) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Property; (f) execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the Property; (g) prepay in whole or in part, refinance, recast, increase, modify or extend any liabilities affecting the Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Property; (h) care for and distribute funds to the Members by way of cash, income, return of capital or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Company or this Agreement; (i) appoint officers and agents of the Company and delegate to such Persons authority granted to the Managing Member hereunder; (j) contract on behalf of the Company for the employment and services of employees and/or independent contractors, such as lawyers, accountants, and Members, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company, and enter into agreements with respect to their activities on behalf of the Company; (k) engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Property and Managing Member’s liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified; (l) vote securities held by the Company; (m) make any and all elections for federal, state and local tax purposes including, without limitation, any election, if permitted by applicable law: (i) to adjust the basis of Property pursuant to Code Sections 754, 734(b), and 743(b), or comparable provisions of state or local law, in connection with transfers of Interests and Company distributions (which election shall be made as provided in Section 6.5 of this Agreement); (ii) to extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to the Company’s federal, state, or local tax returns; and (iii) to represent the Company and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company and the Members in their capacities as Members and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company or the Members; (n) take, or refrain from taking, all actions not expressly proscribed or limited by this Agreement as may be necessary or appropriate to accomplish the purposes of the Company; (o) institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Company or the Members in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; and (p) acquire and enter into any contract of insurance which the Managing Member reasonably deems necessary and proper for the protection of the Company, for the conservation of any asset of the Company, or for any purpose beneficial to the Company.

Authority of the Managing Member. The Managing Member shall not permit the Company to engage in any activity which substantially changes the nature of the Company’s business as a holding company for interests in IBG LLC or enter in any material agreement(s) on behalf of the Company, other than the Exchange Agreement, which would in the aggregate, during any twelve (12) month period, result in a transfer or commitment to transfer over twenty percent (20%) of the interests in IBG LLC held by the Company, without the written consent of holders of a majority of the Voting Shares. Subject to the foregoing and the provisions of Section 5.3, the Managing Member shall manage the business of the Company and shall have all of the rights and powers which may be possessed by a managing member members under the Act including, without limitation, the right and power to: (a) acquire by purchase, lease or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (b) sell or exchange interests of the Company in IBG LLC to IBGI in exchange for cash or IBGI Common Stock and deal in any other Company assets assets, whether real property or personal property; (c) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (d) execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance and operation of Property Property, or in connection with managing the affairs of the Company, including executing amendments to the Agreement and the Certificate Articles of Formation Organization in accordance with the terms of the Agreement pursuant to any power of attorney granted by the Members to the Managing Member; (e) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Property; (f) execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the Property; (g) prepay in whole or in part, refinance, recast, recast increase, modify or extend any liabilities affecting the Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Property; (h) care for and distribute funds to the Members by way of cash, income, return of capital or otherwise, all in accordance with the provisions of this Agreement, ; and perform all matters in furtherance of the objectives of the Company or this Agreement; (i) appoint officers and agents of the Company and delegate to such Persons authority granted to the Managing Member hereunder; (j) contract on behalf of the Company for the employment and services of employees and/or independent contractors, such as lawyers, accountants, and Members, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company, and enter into agreements with respect to their activities on behalf of the Company; (k) engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Property and Managing Member’s liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified; (l) vote securities held by the Company; (m) make any and all elections for federal, state and local tax purposes including, without limitation, any election, if permitted by applicable law: (i) to adjust the basis of Property pursuant to Code Sections 754, 734(b), and 743(b), or comparable provisions of state or local law, in connection with transfers of Interests and Company distributions (which election shall be made as provided in Section 6.5 of this Agreement)distributions; (ii) to extend the statute of limitations for assessment of tax deficiencies against the Members with respect to adjustments to the Company’s federal, state, or local local’ tax returns; and (iii) to represent the Company and the Members before taxing authorities or courts of competent jurisdiction in tax matters affecting the Company and the Members in their capacities as Members and to execute any agreements or other documents relating to or affecting such tax matters, including agreements or other documents that bind the Members with respect to such tax matters or otherwise affect the rights of the Company or the Members; (n) take, or refrain from taking, all actions actions, not expressly proscribed or limited by this Agreement as may be necessary or appropriate to accomplish the purposes of the Company; (o) institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, against the Company or the Members in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith; and (p) acquire and enter into any contract of insurance which the Managing Member reasonably deems necessary and proper for the protection of the Company, for the conservation of any asset of the Company, or for any purpose beneficial to the Company.