Composition; Initial Managers Clause Samples

Composition; Initial Managers. Subject to the remaining provisions of this Article 7, the Board shall consist of six (6) natural persons designated as Managers who need not be Members or residents of the State of Delaware and whom shall be designated as follows: (i) two (2) members of the Board shall be the then-current Chief Executive Officer and Chief Financial Officer of the Company (each, a “Management Manager”); (ii) one (1) member of the Board shall be designated by the Members owning a majority of the outstanding Class A-2 Units (a “Class A-2 Manager”); (iii) three (3) members of the Board shall be designated by the Members owning a majority of the outstanding Class A-1 Units (each, a “Class A-1 Manager”); A Person or group of Persons entitled to designate or nominate a Manager may do so at any time by written notice to the Company. Each Manager shall serve in such capacity until such Manager’s successor has been elected and qualified or until such individual’s death, resignation or removal. The initial Board shall consist of the individuals listed on Exhibit B as of the date hereof and the Board shall amend Exhibit B, without the consent of any other Person, as necessary from time to time to accurately reflect the information contained therein.

Composition; Initial Managers. The Board shall consist of not less than five and not more than eight Managers, with the specific number of Managers at any given time, determined as provided in this Section 8.2. (i) During the Interim Period, the Board shall be composed of the five individuals listed on Schedule V, three of whom shall be Series A-1 Managers designated by the Series A-1 Majority and two of whom shall be designated by the Series A-2 Majority (as set forth on Schedule V). The size of the Board shall be increased or decreased in accordance with Sections 8.2(a)(ii), (iii) and (iv). (ii) The Series A-1 Majority shall be entitled to designate (w) four Managers for so long as the Series A-1 Members hold at least 60% of the issued and outstanding Class A Common Units, (x) three Managers for so long as the Series A-1 Members hold less than 60% and not less than 45% of the issued and outstanding Class A Common Units, (y) two Managers for so long as the Series A-1 Members hold less than 45% and not less than 35% of the issued and outstanding Class A Common Units and (z) one Manager for so long as the Series A-1 Members hold less than 35% and not less than 20% of the issued and outstanding Class A Common Units; provided, that, notwithstanding the foregoing, so long as the MHR Affiliated Members hold not less than 20% of the Class A Common Units, the Series A-1 Majority shall be entitled to designate a minimum of three Managers. (iii) The Series A-2 Majority shall be entitled to designate (w) four Managers for so long as the Series A-2 Members hold at least 60% of the issued and outstanding Class A Common Units, (x) three Managers for so long as the Series A-2 Members hold less than 60% and not less than 45% of the issued and outstanding Class A Common Units, (y) two Managers for so long as the Series A-2 Members hold less than 45% and not less than 35% of the issued and outstanding Class A Common Units and (z) one Manager for so long as the Series A-2 Members hold less than 35% and not less than 20% of the issued and outstanding Class A Common Units; provided, that notwithstanding the foregoing, (A) without in any way limiting the number of Managers that the Series A-2 Majority is entitled to designate under this Section 8.2(a)(iii), so long as the Initial MSI Member and its Affiliated Members hold not less than 20% of the Class A Common Units, the Series A-2 Majority shall be entitled to designate a minimum of (x) two Managers at all times after the Effective Date and prior to the S...

Composition; Initial Managers. (i) The Board shall initially consist of five individuals, and thereafter, shall consist of such number as the majority of Members (including the approval of the TRG Member), voting as a single class pursuant to Section 5.2, may establish from time to time (but subject to the TRG Member’s right to designate the TRG Designee as set forth in this Section 5.1(a)(i)). Subject to this Section 5.1(a), the Managers shall be elected at the annual meeting of Members, voting as a single class pursuant to Section 5.2. Managers need not be Members of the Company or residents of the State of Delaware. Subject to the remaining provisions of this Section 5.1, the Board shall be composed of: (A) four individuals nominated by (I) the Anywhere Member for so long as the Anywhere Member holds more than 50% of the outstanding Units (the “Anywhere Designees”) or (II) if the Anywhere Member does not hold more than 50% of the outstanding Units, a majority of the Members, voting as a single class pursuant to Section 5.2, and (B) one individual nominated by the TRG Member (the “TRG Designee”) for so long as the TRG Member holds at least (x) 5% of the outstanding Units or (y) the number of Units issued to the TRG Member pursuant to the TRG Company Subscription Agreement (subject to appropriate adjustment in the event of any unit dividend, unit split, combination or other similar recapitalization). (ii) Each of the individuals listed on Schedule 2 to this Agreement has been elected to serve as a Manager, with effect from the Effective Date. (iii) Each individual elected to serve on the Board in accordance with this Section 5.1 shall serve until a successor is duly elected to serve in his or her stead in accordance with Section 5.1(c), or until his or her removal in accordance with Section 5.1(b), voluntary resignation, death, or disability, as applicable. (iv) The Chairperson of the Board, if any, shall be designated by vote of a majority of the Managers, and shall as of the Effective Date be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.

Composition; Initial Managers. The Board shall initially consist of one (1) natural person who need not be a Member or resident of the State of Delaware (the “Manager”). The initial Board (and the initial Managers) shall consist of the persons listed on Exhibit B. Any successor or substituted Managers shall be elected as provided in Section 11.2(b). Subject to any limitations specified by law, the number of Managers may be increased or decreased by resolution adopted by either (i) the Member or (ii) a majority of the Managers then in office. No decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager. For such period that the Board consists of only one Manager, the actions and decisions of such Manager shall be deemed to be the actions and decisions of the Board without necessity of further action, meeting, approval or adoption of resolutions.

Composition; Initial Managers. (i) The Board shall initially consist of five individuals, and thereafter, shall consist of such number as the majority of Members (including the approval of the TRG Member), voting as a single class pursuant to Section 5.2, may establish from time to time (but subject to the TRG Member’s right to designate the TRG Designee as set forth in this Section 5.1(a)(i)). Subject to this Section 5.1(a), the Managers shall be elected at the annual meeting of Members, voting as a single class pursuant to Section 5.2. Managers need not be Members of the Company or residents of the State of Delaware. Subject to the remaining provisions of this Section 5.1, the Board shall be composed of: (A) four individuals nominated by (I) the Anywhere Member for so long as the Anywhere Member holds more than 50% of the outstanding Units (the “Anywhere Designees”) or (II) if the Anywhere Member does not hold more than 50% of the outstanding Units, a majority of the Members, voting as a single class pursuant to Section 5.2, and

Composition; Initial Managers. The Board shall consist of up to four Managers, designated as follows: (i) two designees of the ▇▇▇▇▇ Member (each designee of the ▇▇▇▇▇ Member, a “▇▇▇▇▇ Manager”); (ii) one designee of the Flowco Member (such designee of the Flowco Member, the “Flowco Manager”); and (iii) one designee of the Flogistix Member (such designee of the Flogistix Member, the “Flogistix Manager”). Subject to the terms of this Section 8.2(a), each Member shall be entitled to assign its right to designate one or more Managers, to any Person in connection with the Disposition by such Member to such Person of all or any portion of the Units held by such Member. Each Manager shall serve in such capacity until such Manager’s successor has been elected and qualified or until such individual’s death, resignation or removal. As of the Effective Date, the Board shall consist of the individuals listed on Schedule II. The members of the Board shall be “managers” within the meaning of the Act. Notwithstanding anything in this Section 8.2(a) to the contrary, if, at any time prior to a Qualified IPO, the Flogistix Member holds more than 50% of the issued and outstanding Series A Units, then, for so long as the Flogistix Member holds more than 50% of the outstanding Series A Units, (x) the Flogistix Member shall be entitled to designate two Managers to the Board and FLOWCO MERGECO LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Composition; Initial Managers. The Board shall initially consist of three managers, designated as follows: (i) two designees of PT Holdco (the “PT Holdco Managers”); and (ii) one designee of PT Intermediate (the “PT Intermediate Manager”), who must be either ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, a professional advisor of PT Intermediate (who shall not be a ▇▇▇▇ family member), including an attorney, financial advisor or CPA, or a senior officer of the Company (who shall not be a ▇▇▇▇ family member). The Board as of the Effective Date shall consist of the persons listed on Schedule II. Subject to Section 8.2(b) below, each of PT Holdco and PT Intermediate shall be entitled to assign its right to designate a Manager to any Person in connection with the Disposition of any Series A Units held by such Member to such Person in accordance with this Agreement. Each Manager shall serve in such capacity until his successor has been elected and qualified or until such person’s death, dissolution, resignation or removal. The members of the Board shall be “managers” within the meaning of the DLLCA.

Composition; Initial Managers. Subject to Section 4.6, the Board shall consist of up to nine natural persons who need not be Members or, except as set forth in Section 8.2(b)(iv), residents of the Cayman Islands (each, a “Manager”). Each Manager shall be elected as provided in Section 8.2(b) and shall serve in such capacity until his successor has been elected and qualified or until such person’s death, resignation or removal. As of the date hereof, the Board consists of the persons listed on Schedule II. Any appointment of a Manager must be notified to the Registrar within 21 days of such appointment.

Composition; Initial Managers. The number of managers shall be fixed from time to time by the Board. The Members shall have the right to designate all of the Managers. Each Manager shall serve in such capacity until such Manager’s successor has been elected and qualified or until such Manager’s death, resignation or removal. The Managers as of the Effective Date are set forth on Schedule II. The Managers shall be “managers” within the meaning of the Act.