Composition of Board of Managers Sample Clauses

Composition of Board of Managers. The Initial Member hereby forms the Board of Managers comprised of eight managers (each a "Manager"), of which the initial members shall be:
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Composition of Board of Managers. The Board of Managers shall consist of such number of Managers as the Members or the Board of Managers shall determine from time to time. Until such number is changed by the Members or the Board of Managers, the Board of Managers shall consist of two (2) Managers, one of whom shall be designated by RAB Ventures (DFB) LLC (the “RAB Designee”) and one of whom shall be designated by Deerfield Private Design Fund IV, L.P. (the “Deerfield Designee”).
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Composition of Board of Managers. (a) From and after the Delegation, unless changed in accordance with this Section 6.2, the number of individuals comprising the entire Board of Managers of the Partnership shall be seven (7). The EnCap Partners and their Permitted Transferees shall have the right to appoint four (4) representatives to the Board of Managers (each such Manager, an “EnCap Manager”). The Management Entities shall have the right to appoint three (3) representatives to the Board of Managers (each such Manager, a “Management Manager”). The initial designees to the Board, as prescribed by the foregoing provisions of this Section 6.2(a), are set forth in Exhibit 6.2(a). Commencing after the Delegation, the Board of Managers of the Partnership shall be comprised of such persons and designees, each of whom shall serve until his successor is duly selected in accordance with this Agreement and qualified or until such individual’s death, resignation or removal. In the event that a vote of the Partners is required to appoint a Manager of the Partnership, each Partner agrees to vote for the Managers designated in accordance with this Section 6.2. (b) Subject to Section 6.8(a), the number of Managers serving on the Board of Managers, from time to time, may be increased or decreased by the Board of Managers, with the minimum number of Managers at any time being seven (7) and the ratio of EnCap Managers to Management Managers being four (4) to three (3).
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Composition of Board of Managers. (a) The Board of Managers shall consist of nine (9) individuals designated and appointed from time to time as provided in this Section 3.2. Blue Bar Holdings and any transferee of more than 50% of Blue Bar Holdings' Units in the Company shall be entitled to designate and appoint six (6) Managing Directors and to remove and replace such individuals at any time and from time to time, with or without cause. The USWA shall be entitled to designate and appoint one (1) Managing Director and to remove and replace such individual at any time and from time to time, with or without cause. The individual that is serving as the duly appointed Chief Executive Officer shall also serve as a Managing Director for so long as he or she serves as the Chief Executive Officer or until removed by the Board of Managers, with or without cause, or until his or her resignation or death. The Board of Managers shall from time to time designate a duly appointed officer of the Company or Republic in addition to the Chief Executive Officer to serve as a Managing Director, and such officer shall serve as a Managing Director until removed by the Board of Managers, with or without cause, or until his or her resignation or death. The initial Managing Directors shall be those individuals set forth on Exhibit A attached hereto. (b) Any Managing Director may be removed by the Board of Managers without cause by the Board of Managers; provided, however, that a Managing Director designated by a Member may not be removed without such Member's prior written consent so long as such Member is then entitled to designate a Managing Director to fill the vacancy that would be caused by such removal. The Board of Managers may remove any Managing Director for cause without the prior written consent of any Member, which removal for cause shall be determined in the sole discretion of a majority of the entire Board of Managers, other than the Managing Director to be removed. For the purposes of this Section 3.2(b), the term "cause" shall mean gross negligence or willful misconduct by the Managing Director in the performance of his or her duties in such capacity, conviction or plea of guilty or nolo contendere by the Managing Director to any felony or the taking of any action or omission that could reasonably be expected to subject the Company to potential material civil or criminal liability or to affect materially and adversely the reputation of the Company.
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Composition of Board of Managers. The Board of Managers shall initially consist of two (2) individuals, both of which shall be the Mangers, and each of whom shall be elected from time to time by the holders of Series A Units. The initial Managersunder this Agreement shall be Xxxx Xxxxxxxxxx and Xxxxxx Xxxxxx.
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Composition of Board of Managers. The Board of Managers shall -------------------------------- consist of no more than six (6) representatives appointed by the Members. Patina and Galesi each shall appoint up to three (3) Managers to the Board of Managers. Additional Members shall only have the right to appoint Managers to the Board of Managers if, at the time such Additional Members join the Company, the existing Members agree by a Majority to allow the Additional Member representation on the Board of Managers. For purposes hereof, the Board of Managers appointed under this Operating Agreement shall consist of the following Persons: Galesi Board of Managers Appointees: Xxxxxxxxx Xxxxxx Xxxxxx X. Xxxxxx Xxxxx X. Xxxxxx
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Composition of Board of Managers. (a) The Board of Managers of the Company ("Board of Managers") will consist of three individuals. The initial members of the Board of Managers will be three persons specified in the Confirmation Order as having been designated as such jointly by Nybor Limited Partnership and Nevar LLC (collectively, the "Majority Noteholder"), each of whom will hold office for an indefinite term commencing on the Effective Date. In the event of any vacancy created by the death or resignation of a member, the Majority Noteholder shall designate a successor to fill such vacancy; provided, however, that if the Majority Noteholder then owns less than twenty percent (20%) of the outstanding Class A Membership Units, the remaining members of the Board of Managers shall designate such
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Composition of Board of Managers. (i) The number of Managers constituting the Board of Managers shall be, at all times, five (5). Initially, the Board of Managers shall be comprised as follows: (A) three (3) individuals designated by the Majority Member (each, a “Majority Member Manager”); and (B) two (2) individuals designated by the Minority Member (each, a “Minority Member Manager”), (ii) Notwithstanding Section 6(d)(i), in connection with a Conversion Event, the Minority Member shall have the right to designate three (3) individuals to the Board of Managers and the Majority Member shall have the right to designate two (2) individuals to the Board of Managers; provided that, upon a Reversion Event, the composition of the Board of Managers will revert back to that set forth in clause (i) above of this Section. (iii) The Majority Member shall also serve as the Managing Member of the Company; provided, however, that (A) upon the Conversion Event, the Minority Member shall become the Managing Member of the Company; and (B) upon a Reversion Event, the Majority Member will once again become the Managing Member.
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Related to Composition of Board of Managers

  • Board of Managers (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

  • Composition of the Board of Directors (a) Upon the occurrence of a Walgreens Investor Rights Initiation Event, the Company’s board of directors (the “Board”) took the action necessary to cause one (1) Walgreens Designee to be appointed to the Board. (b) Upon the occurrence of a Walgreens Investor Rights Step-Up Event, the Board shall promptly (and in any case within ten (10) Business Days) after receiving a Walgreens Investor Rights Step-Up Event Notice take all action necessary (including by amending the organizational documents of the Company, if necessary) to cause one (1) additional Walgreens Designee to be appointed to the Board, such that the Board shall have two (2) Walgreens Directors. (c) During the Walgreens Investor Rights Period, subject to the other provisions of this Section 1.1, including Section 1.1(d), and Section 1.2, at each annual or special meeting of the stockholders of the Company at which directors are to be elected to the Board, the Company will nominate and use its reasonable best efforts (which shall, subject to Applicable Law, include including in any proxy statement used by the Company to solicit the vote of its stockholders in connection with any such meeting the recommendation of the Board that stockholders of the Company vote in favor of the slate of directors) to cause the election to the Board of a slate of directors that includes (i) during the Walgreens Enhanced Investor Rights Period, two (2) Walgreens Designees or (ii) otherwise, one (1) Walgreens Designee. (d) WBA shall notify the Company of the identity of any proposed Walgreens Designee, in writing, on or before the time such information is reasonably requested by the Board or the Governance and Nominating Committee for inclusion in a proxy statement for a meeting of stockholders, together with all information about such proposed Walgreens Designee as shall be reasonably requested by the Board or the Governance and Nominating Committee (including, at a minimum, any information regarding such proposed Walgreens Designee to the extent required by applicable securities laws or for any other person nominated for election to the Board). (e) Subject to Section 1.1(d) and Section 1.2, so long as no Walgreens Investor Rights Termination Event has occurred, in the event of (i) the death, disability, removal or resignation of a Walgreens Director, the Board will promptly appoint as a replacement Walgreens Director the Walgreens Designee designated by WBA to fill the resulting vacancy, or (ii) the failure of a Walgreens Designee to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Walgreens Designee stood for election but was nevertheless not elected (such Walgreens Designee, a “Walgreens Specified Designee”), the Board will promptly appoint another Walgreens Designee designated by WBA to serve in lieu of such Walgreens Specified Designee as a Walgreens Director during the term that such Walgreens Specified Designee would have served had such Walgreens Specified Designee been elected at such meeting of the stockholders of the Company, and, in each case of clause (i) and clause (ii), such individual shall then be deemed a Walgreens Director for all purposes hereunder. Neither the Company nor the Board will remove any Walgreens Director without the prior written consent of WBA, unless such Walgreens Director is no longer eligible for designation as a member of the Board pursuant to Section 1.2 or to the extent necessary to remedy a breach of Section 1.5. (f) The Company will at all times provide each Walgreens Director (in his or her capacity as a member of the Board) with the same rights to indemnification and exculpation that it provides to the other members of the Board. The Company acknowledges and agrees that any such indemnification obligations to indemnify or advance expenses to each Walgreens Director, in his or her capacity as such, for the matters covered by such indemnification obligations, shall be the primary source of indemnification and advancement of such Walgreens Director in connection therewith, and any obligation on the part of any Investor Indemnitor under any Investor Indemnification Agreement to indemnify or advance expenses to such Walgreens Director shall be secondary to the Company’s obligation and shall be reduced by any amount that such Walgreens Director may collect as indemnification or advancement from the Company. In the event that the Company fails to indemnify or advance expenses to each Walgreens Director as required by such indemnification obligations and this Agreement (such unpaid amounts, the “Unpaid Indemnitee Amounts”), and any Investor Indemnitor makes any payment to such Walgreens Director in respect of indemnification or advancement of expenses under any Investor Indemnification Agreement on account of such Unpaid Indemnitee Amounts, such Investor Indemnitor shall be subrogated to the rights of such Walgreens Director under this Agreement in respect of such Unpaid Indemnitee Amounts.

  • Composition of Board The Board shall consist of up to seven (7) Voting Directors and one non-voting Chair. The Voting Directors shall be elected by the Members as set forth in clause (iii) below.

  • Composition of Committee A Union/Management Committee shall be established. The Employer and the Union shall each appoint two (2) representatives to the Union/Management Committee.

  • Committees of Managers (a) The Managers may, by resolution passed by a majority of the Managers, designate one or more committees, each committee to consist of one or more of the Managers. The Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (b) 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 such members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Managers, shall have and may exercise all the powers and authority of the Managers in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Managers. Each committee shall keep regular minutes of its meetings and report the same to the Managers when required.

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

  • Composition of the Committee The Committee will comprise: - one (1) retiree appointed by OPSEU CAAT Academic - one (1) retiree appointed by OPSEU CAAT Support - one (1) retiree appointed by the Ontario Colleges Administrative Staff Association (OCASA) - three (3) management representatives appointed by the Council - one (1) resource person appointed by OPSEU - one (1) resource person appointed by OCASA - one (1) resource person appointed by the Council Additionally, when necessary, representatives of insurance carriers shall attend meetings to provide information but shall not act as resource persons for any of the parties.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Composition of the Board At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

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