Common use of Company Governance Clause in Contracts

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. Except as otherwise provided by law, this Agreement or any contract or agreement to which the Company is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. (e) The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including, without limitation, an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. A majority of the members of any committee shall be U.S. Residents, and all U.S. Residents on the committee must present at any committee meeting to constitute a quorum. All committee meetings shall take place in the United States. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act as the absent or disqualified member. (f) All meetings of the Board of Directors, or of any committee thereof, must take place in person. Members of the Board of Directors, or of any committee thereof, may not participate in a meeting of such Board or committee by means of telephone. (g) Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. Notwithstanding the foregoing, each year at least two meetings of the Board of Directors and of each committee, if any, shall take place in person. (h) The officers of the Company shall consist of a President, one or more Vice Presidents, and a Secretary and such other additional officers with such titles as the Board of Directors shall determine, all of which shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors The authority, duties or responsibilities of any officer of the Company may be suspended by the Board of Directors with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. The highest ranking executive officer of the Company shall at all times be a U.S. Resident. The initial officers of the Company shall be Xxxxx XxXxxxxx - President, Xxxxxx Xxxxxxxx - Vice President, Xxxx Xxxx- Secretary, and Xxxxxxx Xxxxxxxx - Assistant Secretary. (i) Subject to paragraph (h) above, each officer of the Company shall be authorized in the name and on behalf of the Company to execute and deliver, and cause the Company to perform, any and all agreements, instruments, certificates and other documents as any officers of the Company shall determine to be necessary or appropriate in connection with the business affairs of the Company (such determination to be conclusively evidenced by the signature of any such officer thereon).

Company Governance. (a) 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 Common Units (as defined below) owning at least a majority of the Liquidation Preference of all Preferred such Common Units then outstanding (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 Delaware. Members of the Board of Directors shall be “Managers” of the Company within the meaning of § 18-101(10) of the Act. (b) b. The number of Directors that shall constitute the Board of Directors shall not be less than one or more than fifteenten. 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)(a7701(a)(3)(a) of the Internal Revenue Code (“U.S. Residents”). The initial Board of Directors shall consist of four 3 Directors. The Board of Directors shall initially consist of Xxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx XxXxxxxx and Xxxx XxxxXxxxxxx Xxxxxxxx. 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) c. Regular meetings of the Board of Directors shall be held at least two (2) times per year at such times and places within in 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) 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. Except as otherwise provided by law, this Agreement or any contract or agreement to which the Company is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. (e) e. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including, without limitation, an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. A majority of the members of any committee shall be U.S. Residents, and all U.S. Residents on the committee must present at any committee meeting to constitute a quorum. All committee meetings shall take place in the United States. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act as the absent or disqualified member. (f) All meetings of the Board of Directors, or of any committee thereof, must take place in person. f. Members of the Board of Directors, or of any committee thereofdesignated by the Board, may not participate in a meeting of such Board or committee by means of telephoneconference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. (g) g. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. Notwithstanding the foregoing, each year at least two meetings of the Board of Directors and of each committee, if any, shall take place in person. (h) h. The officers of the Company shall consist of a President, one or more Vice Presidents, and a Secretary and such other additional officers with such titles as the Board of Directors shall determine, all of which shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors Directors. The authority, duties or responsibilities of any officer of the Company may be suspended by the Board of Directors with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. The highest ranking executive officer of the Company shall at all times be a U.S. Resident. The initial officers of the Company shall be Xxxxx XxXxxxxx - President, Xxxxxx Xxxxxxxx - Vice President, Xxxx Xxxx- Secretary, and Xxxxxxx Xxxxxxxx - Assistant Secretary. (i) i. Subject to paragraph (h) above, each officer of the Company shall be authorized in the name and on behalf of the Company to execute and deliver, and cause the Company to perform, any and all agreements, instruments, certificates and other documents as any officers of the Company shall determine to be necessary or appropriate in connection with the business affairs of the Company (such determination to be conclusively evidenced by the signature of any such officer thereon). In addition, each officer of the Company, or a representative appointed by such officer, may open in the name of the Company whatever bank accounts may be necessary or appropriate for the expeditious conduct of the Company’s affairs and draw checks thereon, make deposits therein and take all other actions necessary or appropriate in connection therewith.

Company Governance. (a) 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 Common Units (as defined below) owning at least a majority of the Liquidation Preference of all Preferred such Common Units then outstanding (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 Delaware. Members of the Board of Directors shall be “Managers” of the Company within the meaning of § 18-101(10) of the Act. (b) b. The number of Directors that Directors-that-shall constitute the Board of Directors shall not be less than one or more than fifteenten. 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)(a7701(a)(3)(a) of the Internal Revenue Code (“U.S. U. S. Residents”). The initial Board of Directors shall consist of four 3 Directors. The Board of Directors shall initially consist of Xxxxxxx Xxxxxxxx, Xxxxxx XxxxxxxxXxxxx, Xxxxx XxXxxxxx Xxxxxxx and Xxxx XxxxXxxxx XxXxxxxx. 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) c. Regular meetings of the Board of Directors shall be held at least two (2) times per year at such times and places within in 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) d. To constitute a quorum for the transaction of business, all of the U.S. 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. Except as otherwise provided by law, this Agreement or any contract or agreement to which the Company is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. (e) e. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including, without limitation, an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. A majority of the members of any committee shall be U.S. Residents, and all U.S. Residents on the committee must present at any committee meeting to constitute a quorum. All committee meetings shall take place in the United States. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act as the absent or disqualified member. (f) All meetings of the Board of Directors, or of any committee thereof, must take place in person. f. Members of the Board of Directors, or of any committee thereofdesignated by the Board, may not participate in a meeting of such Board or committee by means of telephoneconference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. (g) g. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. Notwithstanding the foregoing, each year at least two meetings of the Board of Directors and of each committee, if any, shall take place in person. (h) h. The officers of the Company shall consist of a President, one or more Vice Presidents, and a Secretary and such other additional officers with such titles as the Board of Directors shall determine, all of which shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors Directors. The authority, duties or responsibilities of any officer of the Company may be suspended by the Board of Directors with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. The highest ranking executive officer of the Company shall at all times be a U.S. Resident. The initial officers of the Company shall be Xxxxx XxXxxxxx - President, Xxxxxx Xxxxxxxx - Vice President, Xxxx Xxxx- Secretary, and Xxxxxxx Xxxxxxxx - Assistant Secretary. (i) i. Subject to paragraph (h) above, each officer of the Company shall be authorized in the name and on behalf of the Company to execute and deliver, and cause the Company to perform, any and all agreements, instruments, certificates and other documents as any officers of the Company shall determine to be necessary or appropriate in connection with the business affairs of the Company (such determination to be conclusively evidenced by the signature of any such officer thereon). In addition, each officer of the Company, or a representative appointed by such officer, may open in the name of the Company whatever bank accounts may be necessary or appropriate for the expeditious conduct of the Company’s affairs and draw checks thereon, make deposits therein and take all other actions necessary or appropriate in connection therewith.

Company Governance. (a) 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 Common Units (as defined below) owning at least a majority of the Liquidation Preference of all Preferred such Common Units then outstanding (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 Delaware. Members of the Board of Directors shall be “Managers” of the Company within the meaning of § 18-101(10) of the Act. (b) b. The number of Directors that shall constitute the Board of Directors shall not be less than one or more than fifteenten. 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)(a7701(a)(3)(a) of the Internal Revenue Code (“U.S. Residents”). The initial Board of Directors shall consist of four 4 Directors. The Board of Directors shall initially consist of Xxxxxxx XxxxxxxxXxxxx Xxxxxx, Xxxxxx XxxxxxxxXxxxx Xxxxxxx, Xxxxx XxXxxxxx and Xxxx XxxxXxxxxxx Xxxxxxxx. 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) c. Regular meetings of the Board of Directors shall be held at least two (2) times per year at such times and places within in 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) 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. Except as otherwise provided by law, this Agreement or any contract or agreement to which the Company is a party, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. (e) e. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, including, without limitation, an Executive Committee, to have and exercise such power and authority as the Board of Directors shall specify. A majority of the members of any committee shall be U.S. Residents, and all U.S. Residents on the committee must present at any committee meeting to constitute a quorum. All committee meetings shall take place in the United States. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act as the absent or disqualified member. (f) All meetings of the Board of Directors, or of any committee thereof, must take place in person. f. Members of the Board of Directors, or of any committee thereofdesignated by the Board, may not participate in a meeting of such Board or committee by means of telephoneconference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. (g) g. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee. Notwithstanding the foregoing, each year at least two meetings of the Board of Directors and of each committee, if any, shall take place in person. (h) h. The officers of the Company shall consist of a President, one or more Vice Presidents, and a Secretary and such other additional officers with such titles as the Board of Directors shall determine, all of which shall be chosen by and shall serve at the pleasure of the Board of Directors. Such officers shall have the usual powers and shall perform all the usual duties incident to their respective offices. All officers shall be subject to the supervision and direction of the Board of Directors Directors. The authority, duties or responsibilities of any officer of the Company may be suspended by the Board of Directors with or without cause. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors with or without cause. The highest ranking executive officer of the Company shall at all times be a U.S. Resident. The initial officers of the Company shall be Xxxxx XxXxxxxx - President, Xxxxxx Xxxxxxxx - Vice President, Xxxx Xxxx- Secretary, and Xxxxxxx Xxxxxxxx - Assistant Secretary. (i) i. Subject to paragraph (h) above, each officer of the Company shall be authorized in the name and on behalf of the Company to execute and deliver, and cause the Company to perform, any and all agreements, instruments, certificates and other documents as any officers of the Company shall determine to be necessary or appropriate in connection with the business affairs of the Company (such determination to be conclusively evidenced by the signature of any such officer thereon). In addition, each officer of the Company, or a representative appointed by such officer, may open in the name of the Company whatever bank accounts may be necessary or appropriate for the expeditious conduct of the Company’s affairs and draw checks thereon, make deposits therein and take all other actions necessary or appropriate in connection therewith.