Board of Managers Approval Sample Clauses

Board of Managers Approval. Notwithstanding anything contained in this Agreement to the contrary (including, without limitation, in SECTION 3.3), the management of the Company with respect to certain decisions of the Company shall lie with the Board of Managers as provided in this Agreement. Prior to the Repayment Event, the Board of Managers shall consist of six (6) committee members, provided that the number of members of the Board of Managers may be increased or adjusted from time to time by the affirmative vote or action of the Super Majority of the Board (and the prior written approval of AA Capital). Of the six (6) members of the Board of Managers, three (3) shall be appointed by the owners of the Class A Common Units and three (3) shall be appointed by the owners of the Class B Common Units. For purposes of voting and taking any action by the Board of Managers, each member of the Board of Managers shall be entitled to one (1) vote. Each member of the Board of Managers shall serve until his or her successor is designated by the respective Member(s) that holds the power of appointment pursuant to this SECTION 3.4. Notwithstanding the foregoing, if either (a) an event of default shall occur under either or both of the Development Loan or the Mezzanine Loan or the Loan Documents (whether or not such event of default is formally declared or called by the applicable lender, creditor, noteholder(s) or trustee thereunder or involved therewith), or (b) the aggregate dollar value of the total investment in the Company by the owners of the Class B Common Units and the Class A Preferred Units, PLUS the accrued but unpaid Initial 12% Interest Rate Amount PLUS the accrued but unpaid Subsequent 17% Interest Rate Amount ("INVESTMENT VALUE"), at any time equals more than Eighty Million Dollars ($80,000,000), then the three (3) members of the Board of Managers appointed by the owners of the Class B Common Units shall each be entitled to and shall have two (2) votes for purposes of voting, making decisions, and taking any and all action or actions by the Board of Managers, until such time as such event of default is cured or the Investment Value is less than Fifty Million Dollars ($50,000,000) (the "SUPER MAJORITY VOTE"). The Company will reimburse members of the Board of Managers for reasonable costs and expenses incurred in attending Board of Managers meetings. On and after the date hereof, the Board of Managers shall determine the timing and contents of any announcements and disclosures regar...
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Board of Managers Approval. BLA’s Board of Managers shall have approved the Transactions contemplated by the Transaction Documents and, at Closing, BLA shall deliver to WT a certificate certifying that such Board approval has been obtained.
Sample 1
Board of Managers Approval. The formation of the Company and -------------------------- the transactions contemplated by this Partnership Agreement have been approved by the board of managers of DR Investor.
Sample 1
Board of Managers Approval. 18 Section 3.5. Duty of Care; Liability for Certain Acts.................20 Section 3.6. Resignation and Removal of Manager and Board of Managers..............................................21 Section 3.7. Vacancies................................................21 Section 3.8. Compensation of General Manager/Operator.................21 Section 3.9. Transactions with the Company; Compensation..............21 Section 3.10. Certain Required Approvals...............................22 Section 3.11. Actions by Class B Common Units..........................22
Sample 1
Board of Managers Approval. The Board of Managers of the Seller shall have approved and authorized the transactions contemplated by this Agreement.
Sample 1

Related to Board of Managers Approval

  • Board of Managers Section 3.01

  • Authority of Board of Managers Except as otherwise expressly provided in this Agreement, the Board of Managers shall have the exclusive power and authority to manage the business and affairs of the Company and to make all decisions with respect thereto. Except as otherwise expressly provided in this Agreement, the Board of Managers or Persons designated by the Board of Managers, including officers and agents appointed by the Board of Managers, shall be the only Persons authorized to execute documents which shall be binding on the Company. To the fullest extent permitted by Delaware law, the Board of Managers shall have the power to do any and all acts, statutory or otherwise, with respect to the Company which would otherwise be possessed by the Member under the laws of the State of Delaware and the Member shall have no power whatsoever with respect to the management of the business and affairs of the Company; provided, however, that the consent of the Member shall be required to effect mergers and conversions with other Persons. The power and authority granted to the Board of Managers hereunder shall include all those necessary or convenient for the furtherance of the purposes of the Company and shall include the power to make all decisions with regard to the management, operations, assets, financing and capitalization of the Company, including without limitation, the power and authority to undertake and make decisions concerning: (a) hiring and firing of employees, attorneys, accountants, brokers, investment bankers and other advisors and consultants, (b) entering into of leases for real or personal property, (c) opening of bank and other deposit accounts and operations thereunder, (d) purchasing, constructing, improving, developing and maintaining of real property, (e) purchasing of insurance, goods, supplies, equipment, materials and other personal property, (f) borrowing of money, obtaining of credit, issuance of notes, debentures, securities, equity or other interests of or in the Company and securing of the obligations undertaken in connection therewith with mortgages on and security interests in all or any portion of the real or personal property of the Company, (g) making of investments in or the acquisition of securities of any Person, (h) giving of guarantees and indemnities, (i) entering into of contracts or agreements whether in the ordinary course of business or otherwise, (j) mergers with (subject to the required consent of the Member described in the preceding sentence) or acquisitions of other Persons, (k) the sale or lease of all or any portion of the assets of the Company, (l) forming subsidiaries or joint ventures, (m) compromising, arbitrating, adjusting and litigating claims in favor of or against the Company and (n) all other acts or activities necessary or desirable for the carrying out of the purposes of the Company including those referred to in Section 2.6.

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Meetings of the Board of Managers The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the resolution of the Board. Special meetings of the Board may be called by the President on five (5) business days notice to each Manager, either personally, by telephone, by mail, by telegram or by any other means of communication; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of at least a quarter of the Managers.

  • Management by Board of Managers (a) Subject to such matters which are expressly reserved hereunder or under the Act to the Member for decision, the business and affairs of the Company shall be managed by a board of managers (the “Board”), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of one (1) to five (5) individuals (the “Managers” and each a “Manager”), the exact number of Managers to be determined from time to time by resolution of the Member. The initial Board shall consist of three (3) members, who shall be Xxxxxxx X. Xxxxxx, Xxxxxxx X.

  • Stockholders Approval (i) This Agreement shall have been approved by the requisite affirmative vote of the holders of shares of Company Common Stock present and voting at the Company Stockholders’ Meeting in accordance with applicable Law (the “Company Stockholders’ Approval”) and (ii) the issuance of Parent Common Stock in connection with the Merger shall have been approved by the requisite affirmative vote of the holders of Parent Common Stock entitled to vote thereon (“Parent Stockholders’ Approval”).

  • Management Committee The Members shall act collectively through meetings as a "committee of the whole," which is hereby named the "Management Committee." The Management Committee shall conduct its affairs in accordance with the following provisions and the other provisions of this Agreement:

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