Class B Managers Sample Clauses

Class B Managers. Class A Managers shall be elected at the annual meeting of Members to hold office, subject to Section 6.01(b)(ii), until the next annual meeting of Members and until their respective successors are elected and qualified. Vacancies and newly created Class A Manager positions resulting from any increase in the authorized number of Class A Managers may be filled by a majority of the Class A Managers then in office, although less than a quorum, or by the sole remaining Class A Manager, and the Class A Managers so chosen shall hold office, subject to Section 6.01(b)(ii), until the next annual meeting of Members and until their respective successors are elected and qualified. Each Class B Manager shall be elected by the Members to hold office, subject to Section 6.01(b)(ii), until his or her successor is elected and qualified. There shall be acting Class B Managers at all times and upon the resignation, termination, incapacity, or death of a Class B Manager, the Members shall promptly hold a special meeting to elect a successor. No Class B Manager (A) shall be an Affiliate of the Company or any of the Company's Affiliates, (B) shall be an Affiliate, employee, agent, director, partner, member, or officer of any Member, (C) shall be or shall have been within the five (5) years immediately prior to such Person's appointment as a Class B Manager either (1) a partner or member of or employed as a manager (other than a Class B Manager), officer, or employee by the Company or any of its Affiliates, (2) a significant advisor or consultant to the Company or any of its Affiliates, (3) affiliated with a significant customer, supplier, or other Person who derives more than ten percent (10%) of its purchases or revenues from its activities with the Company or any of its Affiliates, (4) engaged under significant personal service contract(s) with the Company or any of its Affiliates, (5) affiliated with a tax-exempt entity that receives significant contributions from the Company or any of its Affiliates, (D) at the time of such individual's appointment as Class B Manager or at any time thereafter while serving as Class B Manager, shall be a legal or beneficial owner of any direct or indirect equity interest in the Company, any Member, or any Affiliates of the Company, or (E) shall be a spouse, parent, sibling, or child of any individual described by clauses (A) through (D) above. Each Class B Manager shall have reasonable knowledge and experience in any of the following areas:...
Sample 1
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Class B Managers. The Class A Managers shall each have four (4) votes on any matter submitted to the Board for a decision and the Class B Managers shall each have one (1) vote on any matter submitted to the Board for a decision. A Manager may vote or be present at a meeting either in person or by proxy. The initial Managers and their class status are set forth on Schedule II hereto, as the same may be amended from time to time hereafter to reflect the appointment of successor Managers. Managers shall be elected by the Members holding a Majority in Interest and shall be elected to serve for one year and until his successor shall be elected. The Members holding a Majority in Interest shall have the power from time to time, and at any time, to increase or decrease the number of Managers by an amendment to this Agreement. If the number of Managers be increased, the additional Managers shall be elected by the Members holding a Majority in Interest. If one or more vacancies shall occur in the Board by reason of death, resignation or otherwise, the Members holding a Majority in Interest may elect a successor or successors for the unexpired term or terms.
Sample 1
Class B Managers. The Class A Managers as of the date hereof shall be Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxx and Xxxxxxx Xxxxxxx, and the Class B Managers as of the date hereof shall be Dalinc Ariburnu and Xxxxx Xx-Xxxxxx. Each Manager shall be elected by the Member and, upon election, shall be designated as a Class A Manager or a Class B Manager by the Member. Each elected Manager shall hold office indefinitely until his earlier death, incapacity, resignation, retirement, disqualification or removal from office. Managers need not be a member.
Sample 1
Class B Managers. The Class B Managers shall be elected by the Class B Members, including the election of a Manager to fill a vacancy (for any reason) in the Class B Managers. There shall be three (3)
Sample 1

Related to Class B Managers

  • INVESTMENT MANAGERS Third party investment managers that manage and direct the investment activities of Investment Funds or are retained to manage and invest a designated portion of the assets of the Master Fund.

  • Independent Managers Of the authorized number of Managers provided in Section 7.03 hereof, the Board shall at all times have at least two individuals who are Independent Managers (as defined in Section 7.16) who are acting as Managers. So long as any Securities are outstanding, this Section shall not be amended, altered or repealed without the written consent of 100% of the Board (including Independent Managers) with notice of such amendment provided promptly to each Rating Agency. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 5.02. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. No resignation or removal of an Independent Manager, and no appointment of a successor Independent Manager, shall be effective until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Independent Manager, the Member shall, as soon as practicable, appoint a successor Independent Manager. All right, power and authority of the Independent Managers shall be limited to the extent necessary to exercise those rights and perform those duties specifically set forth in this Agreement and the Independent Managers shall otherwise have no authority to bind the Company. No Independent Manager shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.

  • Managers (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto.

  • Service Managers All communications related to the delivery of the Services shall be coordinated through the respective Service Managers of GGP and Spinco. The initial Service Managers of GGP and Spinco shall be as set forth on the attachment hereto. SCHEDULE A-4 EMPLOYEE BENEFIT CONTINUATION

  • Members (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member, a Class B Member and or Class C Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares or the rights and obligation accorded to the Class A Preferred Shares with respect to such Class A Preferred Shares, as applicable, the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares and the rights and obligations accorded to the Class C Ordinary Share with respect to such Class C Ordinary Share. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share.

  • Multi-Manager Funds In connection with securities transactions for the Fund, the Subadviser that is (or whose affiliated person is) entering into the transaction, and any other investment manager that is advising an affiliate of the Fund (or portion of the Fund) (collectively, the “Managers” for the purposes of this section) entering into the transaction are prohibited from consulting with each other concerning transactions for the Fund in securities or other assets and, if both Managers are responsible for providing investment advice to the Fund, the Manager’s responsibility in providing advice is expressly limited to a discrete portion of the Fund’s portfolio that it manages. This prohibition does not apply to communications by the Adviser in connection with the Adviser’s (i) overall supervisory responsibility for the general management and investment of the Fund’s assets; (ii) determination of the allocation of assets among the Manager(s), if any; and (iii) investment discretion with respect to the investment of Fund assets not otherwise assigned to a Manager.

  • Initial Members The initial Members of the Company are the Persons executing this Agreement as of the date of this Agreement as Members, each of which is admitted to the Company as a Member effective contemporaneously with the execution by such Person of this Agreement.

  • Investment Management Trust Agreement The Company has entered into the Trust Agreement with respect to certain proceeds of the Offering and the Private Placement substantially in the form filed as an exhibit to the Registration Statement.

  • Directors, Trustees and Shareholders and Massachusetts Business Trust It is understood and is expressly stipulated that neither the holders of shares in the Fund nor any Directors or Trustees of the Fund shall be personally liable hereunder. With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust (“Trust”), the term “Fund” means and refers to the trust established by its applicable trust agreement (Declaration of Trust) as the same may be amended from time to time. It is expressly agreed that the obligations of any such Trust hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Trust, personally, but bind only the trust property of the Trust, as provided in the Declaration of Trust of the Trust. The execution and delivery of this Agreement has been authorized by the trustees and signed by an authorized officer of the Trust, acting as such, and neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

  • Program Managers See Section 14.1.

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