Company Governance. Each Member and the Company hereby agree that the Business and the Company shall be governed by the provisions of this Article III and that, accordingly, the Company shall cause its Subsidiaries to act in accordance with the determinations of the Company made pursuant to this Article III.
(a) The Company shall generally be managed by NS Managing Member and the Managing Member (which, as of the date hereof, is Chatham Managing Member), who shall have the overall responsibility for the management, operation and administration of the Company. Each of NS Managing Member and the Managing Member is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company and the actions of the Company by and through such party taken in accordance with such rights and powers shall bind the Company. Except as authorized by the Managing Member or as set forth in this Agreement, no Member shall participate in the management and control of the Business or the Company nor shall any Member have the right or authority to act on behalf of the Company in connection with any matter.
Company Governance. (a) The business and affairs of the Company shall be managed by the Board of Directors. The Board of Directors shall be appointed by and serve at the direction of the holders of Preferred Units (as defined below) owning at least a majority of the Liquidation Preference of all Preferred Units (the “Majority Holders”) then outstanding. If no Preferred Units are outstanding, Quebecor World Capital II GP, a general partnership formed under the laws of the State of Delaware (“Quebecor GP”) shall be deemed the sole Majority Holder for all purposes under this Agreement. The Board of Directors shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed under the laws of the State of Delaware Members of the Board of Directors shall be “Managers” of the Company within the meaning of § 18-101(10) of the Act.
(b) The number of Directors that shall constitute the Board of Directors shall not be less than one or more than fifteen. A majority of the members of the Board of Directors shall, at all times, be residents of the United States, as defined in Section 7701(a)(30)(a) of the Internal Revenue Code (“U.S. Residents”). The initial Board of Directors shall consist of four Directors. The Board of Directors shall initially consist of Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx XxXxxxxx and Xxxx Xxxx. Thereafter, within the limits specified above, the number of Directors shall be determined by the Board of Directors or by the Majority Holders. Vacancies and newly created directorships resulting from any increase in the number of Directors may be filled by a majority of the Directors then in office, although less than a quorum, or by the sole remaining Director or by the Majority Holders. A Director may be removed with or without cause by the Majority Holders.
(c) Regular meetings of the Board of Directors shall be held at least two (2) times per year at such times and places within the United States as may from time to time be fixed by the Board of Directors or as may be specified in a notice of meeting.
(d) To constitute a quorum for the transaction of business, all of the U.S. Residents on the Board of Directors must be present. If a quorum is not present at any meeting of the Board of Directors, the Directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until such a quorum is present. Excep...
Company Governance. (a) The business and affairs of the Company shall be managed by managers (the "Managers"), as appointed by the Member from time to time, who shall serve at the direction of the Member. The initial managers of the Company shall be:
Company Governance. (a) The Company hereby establishes a Management Board for the Company (the “Management Board”), which shall have all of the powers of a board of directors of a Delaware corporation and, pursuant to such powers shall have the overall responsibility for the management, operation and administration of the Company. The Management Board is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company and the actions of the Company by and through the Management Board taken in accordance with such rights and powers shall bind the Company. Except as authorized by the Management Board or as set forth in this Agreement, no Member shall participate in the management and control of the business of the Company nor shall any Member have the right or authority to act on behalf of the Company in connection with any matter.
(i) The Management Board shall consist as of the date hereof of the following voting members: Xxxxxx Xxxxxxx, Xxxxxx Xxxxxx, Xxxx Xxxx, Xxxxx Xxxxx, Xxx Xxxxxxxxxxxxx, Xxxx Xxxxx, Xxxxxx Xxxxx and Xxxxxx. By signing this Agreement, each Member shall be deemed to have voted for the election of each of the foregoing persons to serve as a Management Board member. The names and mailing addresses of the members of the Management Board shall be set forth in the books and records of the Company. Subject to Sections 3.1(b)(ii) and (iii) below, the number of members of the Management Board shall be fixed at eight. Each member of the Management Board shall have one (1) vote with respect to matters to be considered by the Management Board.
(ii) Each of the Members will agree to vote and otherwise use its reasonable best efforts to cause the Management Board to consist of four (4) members appointed by Cerberus; one (1) member appointed by Jubilee; one (1) member appointed by Xxxxxx-Xxxxx; one (1) member appointed by Xxxxx; and one (1) member appointed by Xxxxxx; provided that in the event that any such Member (x) shall transfer more than 50% of such Member’s Units (excluding however, transfers made by such Member to a Permitted Transferee) or (y) with respect to an Investor Member, ceases to be controlled by Cerberus Capital Management, LP, Xxxxx Realty, LP, Schottenstein Stores Corp. or Xxxxxx-Xxxxx Partners, L.P. or their respective controlled Affiliates, as applicable, such Member shall not be entitled to have the other Members so vote or cause the Management Board to consist of any of its appointees. Immediately prior to such even...
Company Governance. Simultaneously with the execution of this Agreement, the Parties will enter into a Limited Liability Company Operating Agreement (the “Operating Agreement”) that will govern the operations of the Company and enumerated the various rights and obligations of each party.
Company Governance. Each Member and the Company hereby agree that the Business and the Company shall be governed by the provisions of this Article III and that, accordingly, the Company shall cause its Subsidiaries to act in accordance with the determinations of the Company made pursuant to this Article III.
(a) The Company shall generally be managed by the Managing Member, who shall have the overall responsibility for the management, operation and administration of the Company. The Managing Member is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company and the actions of the Company by and through the Managing Member taken in accordance with such rights and powers shall bind the Company. Except as authorized by the Managing Member or as set forth in this Agreement, no Member shall participate in the management and control of the Business or the Company nor shall any Member have the right or authority to act on behalf of the Company in connection with any matter.
Company Governance. Each Member and the Company hereby agree that the Company shall be governed by the provisions of this Article III. The business and affairs of the Company shall be managed by the Common Member, who shall have the power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company, including, but not limited to:
(a) to manage and direct the business affairs of the Company, to do any and all acts on behalf of the Company and to exercise all rights of the Company with respect to its interest in any other person, corporation, partnership, limited liability company or other entity, including, without limitation, the voting of securities, exercise of redemption rights, participation in arrangements with creditors, the institution, defense and settlement or compromise of suits and administrative proceedings and other like or similar matters;
(b) to acquire, own, lease, sublease, manage, hold, deal in, control or dispose of any interests or rights in real or personal property;
(c) to hire employees, consultants, attorneys, accountants, appraisers and other advisers for the Company;
(d) to open, trade and otherwise conduct accounts with brokers and dealers;
(e) to open, maintain and close bank accounts and draw checks or other orders for the payment of funds;
(f) to borrow money or obtain credit from banks, lending institutions or any other person;
(g) to assume obligations, incur liabilities, lend money or otherwise use the credit of the Company;
(h) to direct the formulation of investment policies and strategies for, and perform all other acts on behalf of, the Company and any entities for which the Company acts as general partner, adviser, manager, managing member, or in other similar capacities, including those activities specified above in clauses (a) and (b);
(i) to organize one or more corporations or other entities to hold record title, as nominee for the Company, to securities, funds or other assets of the Company; and
(j) to enter into any contracts it deems necessary or advisable to facilitate the business of the Company. There shall not be a “manager” (within the meaning of the Delaware Act) of the Company. The Common Member is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company for the purpose of the Company’s business, and the a...
Company Governance. Any action or decision not to act by the Company or the Company's Representative with respect to its rights or obligations hereunder must be approved in writing by a majority of the Independent Directors, including, without limitation, (i) any action to obtain FCC Approval, (ii) any action to amend, waive or terminate any provision of this Escrow Agreement and (iii) to change the Representative of the Company. The Company shall take all such actions with respect to its rights and obligations hereunder as approved in writing or otherwise by a majority of the Independent Directors (and approval by a majority of all of the members of the Board of Directors of the Company shall not be required therefor). Notwithstanding the foregoing, any action or decision to act by the Company or the Company's Representatives for the expenditure of any funds with respect to the resolution of any objection to any written order or public notice by the FCC setting forth the FCC's action approving, without any Materially Adverse FCC Condition, the transfer of control of all of the Licenses to the Company shall be made by a majority of all of the members of the Board of Directors of the Company, provided, however, that a majority of the Independent Directors shall approve (and approval by a majority of all of the members of the Board of Directors of the Company shall not be required for) any action or decision to act by the Company or the Company's Representatives with respect to the expenditure of funds for the payment of the legal fees of the Company and for other expenditures in connection with resolving any such objection that would not be materially adverse to the Company. The Company will use its best efforts to cause the Board of Directors to establish a committee of the Board of Directors consisting of all of the Independent Directors (the "Independent Director Committee"). The Company shall use its best efforts to cause the Board of Directors to grant to such committee the authority to take any and all actions required or allowed to be taken by Independent Directors hereunder, including without limitation, the actions specified in Sections 13 and 19 hereof. All references herein to action required or allowed to be taken by Independent Directors shall be deemed to be references to actions of the Independent Director Committee. The provisions of this Section 19 will be reflected in the Bylaws of the Company and such provisions in the Bylaws cannot be amended without unanim...
Company Governance. In connection with the formation of the Company, the Parties shall cause the Operating Agreement, in substantially the form attached hereto as Exhibit A.1 (the “Operating Agreement”) and the minutes of the initial meeting of the Company’s managers (the “Managers”) (or action by unanimous written consent of the Members covering substantially similar matters), in substantially the form attached hereto as Exhibit A.2, to be adopted as the Operating Agreement and minutes of the Company.
Company Governance. For a period of two (2) years following the Effective Time of the Merger, no significant operational changes in the Company shall be made by ETS without the consent of Del X. Xxxxxxx, which consent may be given by his affirmative vote as a member of ETS' Board of Directors.
