Board of Managers Meetings Sample Clauses

Board of Managers Meetings. The Board of Managers may hold meetings either within or outside the State of Delaware. Subject to the provisions of the LLC Act, members of the Board of Managers, or any committee designated by the Board of Managers, may participate in Board of Managers and committee meetings by any means of communications, including telephone conference, electronic video screen communication or other communications equipment; provided that all participants in the meeting can hear each other, or otherwise participate concurrently. Such participation in a meeting shall constitute presence in person at the meeting.
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Board of Managers Meetings. Meetings of the Board of Managers shall be held at the head office of the Company or at such other places as may be agreed by a majority of the Board of Managers. Meetings shall be held at such times as specified by the Chairman, any two (2) managers of the Board of Managers or any Shareholder, pursuant to a fifteen (15) days notice to the Managers of the Board. The notice shall include the agenda and all documents pertaining to the business to be transacted at the Meeting. The Board may waive these requirements for notice by a unanimous vote at the beginning of the Meeting and before any other business is transacted. A Manager who is unable to attend a Meeting of the Board of Managers or to take any other necessary action may, by written notice to the Company, give a proxy to any other Manager of the Board of Managers to vote and otherwise act on his behalf in connection with any particular Meeting or matter. The meeting of the Board of Managers shall not be valid unless convened in the presence of at least one Member representing each Shareholder. If however, a quorum is not obtained for a validly called for Meeting then the Meeting shall be postponed for another date to be agreed upon by the Shareholders. Meetings of the Board of Managers may be held by telephone conference calls or other electronic means of communication which permit all Managers present to be heard by all others present, provided that the required forum is attained. The Chairman of the Board of Managers shall preside all the Meetings of the Board of Managers, if the Chairman is unable to attend any Meeting, then the present Board Members may agree on a substitute Chairman to chair the Meeting. The Board shall appoint a Secretary to record the minutes of Meetings.
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Board of Managers Meetings. It shall be unnecessary for the Board of Managers to meet unless meeting to address and vote on the matters described under Sections 2.6(d) and 2.6(f) hereof. All Board of Managers meetings shall be held at the principal office of the Company. Such Board of Managers meetings shall be held on four (4) days' notice by mail or 48 hours' notice delivered personally or by telephone, including voice messaging system or other technology designed to record and communicate messages, facsimile, electronic mail, or other electronic means. Notices hereunder shall be communicated to each member of the Board of Managers at the address, telephone number or electronic mail address shown on the Company's records. Notwithstanding anything to the contrary contained herein, any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting, if (x) both of the members of the Board of Managers which are Independent Managers consent thereto in writing to such action and (y) the other members of the Board of Managers do not raise any written objection thereto within five (5) days of being notified thereof in writing, and the consent or consents are filed with the minutes of proceedings of the Board of Managers.
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Board of Managers Meetings. The Company shall use its best efforts to ensure that meetings of the Board of Managers of the Company are held at least four (4) times each year and at least once each quarter.
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Board of Managers Meetings. The Board of Managers will meet at least once per calendar quarter (unless otherwise agreed to by all Managers) at such time and place as determined by the Board of Managers (or by telephone or other communications facility that permits all persons participating to hear and speak to each other), including to discuss strategic and operational trends and issues relating to the Company, the Business and its industry, and may be called to a special meeting by the Board of Managers upon the request of any two Managers or any of Euroseas, Paros or All Seas. Notice shall be required for any meeting of the Board of Managers, which notice shall include a brief description of the action or actions to be considered by the Board of Managers. Unless waived by all Managers in writing (before or after a meeting), prior notice shall be given to each Manager (i) thirty (30) days before the date of any regularly scheduled meeting of the Board of Managers and (ii) three (3) Business Days prior notice to all Managers before the date of any special meeting. Each Observer (if any) shall be entitled to notice of any meeting in the same manner and at the same time as is provided to the Board of Managers. The Company shall also provide to Observers copies of all notices, reports, minutes and consents at the time and in the manner as they are provided to the Board of Managers or any committee thereof; provided, however, that the Company shall not be required to deliver copies of any of the foregoing to Observers if the Company reasonably believes, upon the advice of counsel, that such disclosure would cause the Company to waive (or be deemed to waive) the attorney-client privilege with respect thereto (provided, that in such event the Company shall use commercially reasonable efforts to cooperate to permit disclosure of such copies in a manner consistent with the preservation of such attorney-client privilege). Observers will be entitled to be present in person at meetings of the Board of Managers or, if a meeting is held by telephone conference, to participate therein by telephone.
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Board of Managers Meetings. Location 2
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Board of Managers Meetings. Regular meetings of the Board may be called on at least twenty four (24) hours’ notice to each Manager, either personally, by telephone, by mail, by electronic mail or by any other means of communication reasonably calculated to give notice, at such times and at such places as shall from time to time be determined by the Board, or the chairman thereof (if any), as applicable. Any Manager may call a special meeting of the Board on not less than twenty-four (24) hours’ notice to each other Manager, either personally, by telephone, by mail, by electronic mail or by any other means of communication reasonably calculated to give notice.
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Board of Managers Meetings 
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Related to Board of Managers Meetings

  • Board of Managers Section 3.01

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • 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.

  • Member Meetings (a) There shall be no meetings of the Members unless called by the Board or as otherwise specifically required by the Delaware Act. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a meeting of the Members.

  • 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.

  • Shareholders Meetings IVAX shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergers.

  • Meetings of Managers Meetings of the Managers may be held when called by any Managers or Manager. The Manager or Managers calling any meeting shall cause notice to be given of such meeting, including therein the time, date and place of such meeting, to each Manager at least two Business Days before such meeting. The business to be transacted at, or the purpose of, any meeting of the Managers shall be specified in the notice or waiver of notice of any such meeting. If fewer than all of the Managers are present in person, by telephone or by proxy, business transacted at any such meeting shall be confined to the business or purposes specifically stated in the notice or waiver of notice of such meeting.

  • Stockholders Meetings Section 1. The Annual Meeting of Stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time, or place as may be designated by resolution by the Board of Directors.

  • Holders Meetings Section 9.01. Purpose of Meetings 45 Section 9.02. Call of Meetings by Trustee 45 Section 9.03. Call of Meetings by Company or Holders 45 Section 9.04. Qualifications for Voting 46 Section 9.05. Regulations 46 Section 9.06. Voting 46 Section 9.07. No Delay of Rights by Meeting 47

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

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