Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager may (but need not), from time to time, designate and appoint one or more persons as additional Officers of the LLC. No Officer need be a resident of the State of Delaware or a Member. Any additional Officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager may assign titles to particular Officers and create officer positions in its discretion. Unless the Manager otherwise decides, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager pursuant to this Section 3.06(a). Each Officer shall hold office until such Officer’s successor shall be duly designated and shall qualify or until such Officer’s death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC shall be fixed from time to time by the Corporation or the Manager, as applicable.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (BioFuel Energy Corp.), Limited Liability Company Agreement (BioFuel Energy Corp.), Limited Liability Company Agreement (BioFuel Energy Corp.)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager Board may (but need not), from time to time, designate and appoint one or more persons as additional Officers an Officer of the LLC. No Officer need be a resident of the State of Delaware Delaware, a Unitholder or a MemberManager. Any additional Officers so designated shall have such authority and perform such duties as the Manager Board may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager Board may assign titles to particular Officers and create officer positions in its discretionOfficers. Unless the Manager Board otherwise decides, if the title is one commonly used for officers of a business corporationcorporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager Board pursuant to the third sentence of this Section 3.06(a5.5(a) or (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of Section 5.4(c) and 5.5(c). Each Officer shall hold office until such Officer’s successor shall be duly designated and shall qualify or until such Officer’s death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC shall be fixed from time to time by the Corporation or the Manager, as applicableBoard.
Appears in 3 contracts
Samples: Limited Liability Company Agreement (Triad Financial Sm LLC), Limited Liability Company Agreement (Solera Holdings LLC), Limited Liability Company Agreement (Triad Financial Corp)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager Board may (but need not), from time to time, designate and appoint one or more persons as additional Officers an Officer of the LLC. No Officer need be a resident of the State of Delaware Delaware, a Unitholder or a MemberManager. Any additional Officers so designated shall have such authority and perform such duties as the Manager Board may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager Board may assign titles to particular Officers and create officer positions in its discretionOfficers. Unless the Manager Board otherwise decides, if the title is one commonly used for officers of a business corporationcorporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager Board pursuant to the third sentence of this Section 3.06(a5.5(a) or (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of Section 5.4(c) and 5.5(c). Each Officer shall hold office until such Officer’s 's successor shall be duly designated and shall qualify or until such Officer’s 's death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC shall be fixed from time to time by the Corporation or the Manager, as applicableBoard.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Triad Financial Corp), Limited Liability Company Agreement (Appliance Warehouse of America Inc)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager Board may (but need not), from time to time, designate and appoint one or more persons as additional Officers an Officer of the LLCCompany. No Officer need be a resident of the State of Delaware Delaware, a Unitholder or a MemberManager. Any additional Officers so designated shall have such authority and perform such duties as the Manager Board may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager Board may assign titles to particular Officers and create officer positions in its discretionOfficers. Unless the Manager Board otherwise decides, if the title is one commonly used for officers of a business corporationcorporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager Board pursuant to the third sentence of this Section 3.06(a5.5(a) or (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of Section 5.4(c). Each Officer shall hold office until such Officer’s successor shall be duly designated and shall qualify or until such Officer’s death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC Company shall be fixed from time to time by the Corporation or the Manager, as applicableBoard.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (VWR, Inc.), Limited Liability Company Agreement (VWR Funding, Inc.)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager Board may (but need not), from time to time, designate and appoint one or more persons as additional Officers an Officer of the LLC. No Officer need be a resident of the State of Delaware Delaware, a Unitholder or a MemberManager. Any additional Officers so designated shall have such authority and perform such duties as the Manager Board may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager Board may assign titles to particular Officers and create officer positions in its discretionOfficers. Unless the Manager Board otherwise decides, if the title is one commonly used for officers of a business corporationcorporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager Board pursuant to the third sentence of this Section 3.06(aSECTION 5.5(a) or (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of SECTIONS 5.4(c) and 5.5(c). Each Officer shall hold office until such Officer’s 's successor shall be duly designated and shall qualify or until such Officer’s 's death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC shall be fixed from time to time by the Corporation or the Manager, as applicableBoard.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (Prestige Brands International, Inc.), Limited Liability Company Agreement (Prestige Brands Holdings, Inc.)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager Board may (but need not), from time to time, designate and appoint one or more persons as additional Officers an Officer of the LLC. No Officer need be a resident of the State of Delaware Delaware, a Unitholder or a MemberManager. Any additional Officers so designated shall have such authority and perform such duties as the Manager Board may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager Board may assign titles to particular Officers and create officer positions in its discretionOfficers. Unless the Manager Board otherwise decides, if the title is one commonly used for officers of a business corporationcorporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager Board pursuant to the third sentence of this Section 3.06(a5.6(a) or (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of Section 5.4(b). Each Officer shall hold office until such Officer’s successor shall be duly designated and shall qualify or until such Officer’s death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC shall be fixed from time to time by the Corporation or the Manager, as applicableBoard.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Emmis Communications Corp)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager Board may (but need not), from time to time, designate and appoint one or more persons as additional Officers an Officer of the LLC. No Officer need be a resident of the State of Delaware Delaware, a Unitholder or a MemberManager. Any additional Officers so designated shall have such authority and perform such duties as the Manager Board may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager Board may assign titles to particular Officers and create officer positions in its discretionOfficers. Unless the Manager Board otherwise decides, if the title is one commonly used for officers of a business corporationcorporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager Board pursuant to the third sentence of this Section 3.06(a5.6(a) or (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of Section 5.4(b). Each Officer shall hold office until such Officer’s successor shall be duly designated and shall qualify or until such Officer’s death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC shall be fixed from time to time by the Corporation or Board. The Officers of the Manager, LLC as applicable.of the signing and execution of this Agreement shall be as set forth on Schedule D.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Emmis Communications Corp)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager may (but need not)Board may, from time to time, designate and appoint one or more persons as additional Officers an Officer of the LLC. No Officer need be a resident of the State of Delaware Delaware, a Unitholder or a MemberDirector. Any additional Officers so designated shall have such authority and perform such duties as the Manager Board may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager Board may assign titles to particular Officers Officers, including those described in Section 5.4(b) and create officer positions in its discretionthe title assigned to the LLC’s CEO. Unless the Manager Board otherwise decides, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Corporation Board or by the Manager (ii) any delegation of authority and duties made to one or more Officers pursuant to this the terms of Section 3.06(a5.4(b) and Section 5.5(c). Each Officer shall hold office until such Officer’s his or her successor shall be duly designated and shall qualify or until such Officer’s his or her death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensationcompensation and benefits, including participation in the Unit Incentive Plan, if any, of the Officers and agents of the LLC shall be fixed from time to time by the Corporation or the Manager, as applicableBoard.
Appears in 1 contract
Samples: Limited Liability Company Agreement (St Renatus LLC)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager Board may (but need not), from time to time, designate and appoint one or more persons as additional Officers an Officer of the LLCCompany. No Officer need be a resident of the State of Delaware Delaware, a Unitholder or a MemberManager. Any additional Officers so designated shall have such authority and perform such duties as the Manager Board may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager Board may assign titles to particular Officers and create officer positions in its discretionOfficers. Unless the Manager Board otherwise decides, if the title is one commonly used for officers of a business corporationcorporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager Board pursuant to the third sentence of this Section 3.06(a5.5(b) or (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of Section 5.4(b). Each Officer shall hold office until such Officer’s 's successor shall be duly designated and shall qualify qualified or until such Officer’s 's death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC Company shall be fixed from time to time by the Corporation or the Manager, as applicableBoard.
Appears in 1 contract
Samples: Limited Liability Company Agreement (NorthStar Asset Management Group Inc.)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager Board may (but need not), from time to time, designate and appoint one or more persons as additional Officers an Officer of the LLCCompany. No Officer need be a resident of the State of Delaware Delaware, a Unitholder or a MemberManager. Any additional Officers so designated shall have such authority and perform such duties as the Manager Board may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager Board may assign titles to particular Officers and create officer positions in its discretionOfficers. Unless the Manager Board otherwise decides, if the title is one commonly used for officers of a business corporationcorporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager Board pursuant to the third sentence of this Section 3.06(a5.5(b) or (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of Section 5.4(b). Each Officer shall hold office until such Officer’s 's successor shall be duly designated and shall qualify qualified or until such Officer’s 's death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC Company shall be fixed from time to time by the Corporation or the Manager, as applicableBoard.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Cable One, Inc.)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager Board may (but need not), from time to time, designate and appoint one or more persons as additional Officers an Officer of the LLC. No Officer need be a resident of the State of Delaware Delaware, a Unitholder or a MemberManager. Any additional Officers so designated shall have such authority and perform such duties as the Manager Board may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager Board may assign titles to particular Officers and create officer positions in its discretionOfficers. Unless the Manager Board otherwise decides, if the title is one commonly used for officers of a business corporationcorporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager Board pursuant to the third sentence of this Section 3.06(aSECTION 5.5(a) or (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of SECTION 5.4(c) and 5.5.(c). Each Officer shall hold office until such Officer’s 's successor shall be duly designated and shall qualify or until such Officer’s 's death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC shall be fixed from time to time by the Corporation or the Manager, as applicableBoard.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Tsi Finance Inc)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager may (but need not), from time to time, designate and appoint one or more persons as additional Officers of the LLC. No Officer need be a resident of the State of Delaware or a Member. Any additional Officers so designated shall have such authority and perform such duties as the Manager may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager may assign titles to particular Officers and create officer positions in its discretion. Unless the Manager otherwise decides, if the title is one commonly used for officers of a business corporation, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager pursuant to this Section 3.06(a). Each Officer shall hold office until such Officer’s 's successor shall be duly designated and shall qualify or until such Officer’s 's death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC shall be fixed from time to time by the Corporation or the Manager, as applicable.
Appears in 1 contract
Samples: Limited Liability Company Agreement (BioFuel Energy Corp.)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager Board may (but need not), from time to time, designate and appoint one or more persons as additional Officers an Officer of the LLCCompany. No Officer need be a resident of the State of Delaware Delaware, a Unitholder or a MemberManager. Any additional Officers so designated shall have such authority and perform such duties as the Manager Board may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager Board may assign titles to particular Officers and create officer positions in its discretionOfficers. Unless the Manager Board otherwise decides, if the title is one commonly used for officers of a business corporationcorporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager Board pursuant to the third sentence of this Section 3.06(a5.5(a) or (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of Sections 5.4(c) and 5.5(c). Each Officer shall hold office until such Officer’s 's successor shall be duly designated and shall qualify or until such Officer’s 's death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC Company shall be fixed from time to time by the Corporation or the Manager, as applicableBoard.
Appears in 1 contract
Samples: Operating Agreement (Metaldyne Corp)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager Board may (but need not), from time to time, designate and appoint one or more persons Persons as additional Officers an Officer of the LLCCompany. No Officer need be a resident of the State of Delaware Delaware, a Member or a MemberManager. Any additional Officers so designated shall have such authority and perform such duties as the Manager Board may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager Board may assign titles to particular Officers and create officer positions in its discretionOfficers. Unless the Manager Board otherwise decides, if the title is one commonly used for officers of a business corporationcorporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager Board pursuant to the third sentence of this Section 3.06(a5.5(a) or (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of Section 5.4(c) and 5.5(c). Each Officer shall hold office until such Officer’s successor shall be duly designated and shall qualify or until such Officer’s death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC Company shall be fixed from time to time by the Corporation or the Manager, as applicableBoard.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Triad Financial Sm LLC)
Designation and Appointment. The officers of the Corporation shall automatically be designated and appointed as Officers of the LLC, with titles, duties and authority corresponding to the titles, duties and authority held by such Officers in their capacity as officers of the Corporation, and with no specific action required by the Manager in order to appoint such persons. In addition, the Manager may (but need not)Board may, from time to time, designate and appoint one or more persons Persons as additional Officers an Officer of the LLC. No Officer need be a resident of the State of Delaware or a Member. Any additional Officers so designated shall have such authority and perform such duties as the Manager Board may, from time to time, delegate to them, and no Officer shall be deemed to be a Manager as a result of his or her status as an Officer. The Manager Board may assign titles to particular Officers and create officer positions in its discretionOfficers. Unless the Manager Board otherwise decides, if the title is one commonly used for officers of a business corporationcorporation formed, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to (i) any specific delegation of authority and duties made to such Officer by the Corporation or by the Manager Board pursuant to this Section 3.06(a5.11(a) and (ii) any delegation of authority and duties made to one or more Officers pursuant to the terms of Section 5.10(c) and 5.11(c). Each Officer shall hold office until such Officer’s successor shall be duly designated and shall qualify or until such Officer’s death or until such Officer shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same individual. The salaries or other compensation, if any, of the Officers and agents of the LLC shall be fixed from time to time by the Corporation or the Manager, as applicableBoard.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Deep Down, Inc.)