Designation of Managers. The Managers shall be designated by the Member in writing from time to time. Each Manager shall hold office until his successor shall have been duly designated and shall have qualified or until his death or until his resignation or his removal from office in the manner hereinafter provided. R. Xxxx Xxxx and Xxxxx X. Xxxxxxxxx are named by the Member as the initial Managers of the Company.
Designation of Managers. The Managers shall be Xxxxx X. Xxxxxxxxxx, Xxxxxxx Xxxxxx and Xxxxx Xxxxx. The Chairman shall be Xxxxx X. Xxxxxxxxxx.
Designation of Managers. (i) Toll Grove LP hereby agrees that the responsibility for managing the business and affairs of the Company shall be delegated to three (3) managers (each of such managers of the Company being hereinafter referred to individually as a "Manager" and collectively as the "Board") and hereby consents to the election of Xxxxxx X. Toll, Xxx Xxxxxxxx, and Xxxx X. Xxxxxxx as Managers of the Company. Xxxxxx X. Toll shall be designated as Chairman of the Board.
(ii) The Managers shall serve and continue in such office throughout the entire term of the Company unless sooner removed by written action of Toll Grove LP, by operation of law, by order or decree of any court of competent jurisdiction, or by voluntary resignation of a Manager.
(iii) In the event of the resignation, removal or termination for any reason whatsoever of a Manager, the written consent of Toll Grove LP shall be required to designate a new manager.
(iv) The Board shall in each case act by a majority of Managers in office. The Board is hereby authorized to appoint one or more officers of the Company (each, an "Officer"), including, without limitation, a President, a Secretary, one or more Vice Presidents and one or more Assistant Secretaries and Assistant Vice Presidents. Each such Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as the Board deems necessary or appropriate, all as may be set forth in a written delegation of authority executed by the Board. The Officers shall serve at the pleasure of the Board, and the Board may remove any person as an Officer and/or appoint additional persons as Officers, as the Board deems necessary or desirable. Any person or entity dealing with the Company may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, certificate, agreement, instrument or other document on behalf of the Company has the full power and authority to do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the Company upon execution by such Officer. By execution hereof, Toll Grove LP hereby appoints as the initial Officers the persons specified in EXHIBIT B attached hereto, who shall hold the office set forth opposite his or her name.
Designation of Managers. CCIC Member shall designate all Managers. The initial Managers are set forth on Schedule C. CCIC Member shall promptly give each Member notice of the designation of any new Manager.
Designation of Managers. The Company shall have no less than three and no more than six Managers. The Managers of the Company on the Effective Date shall be those individuals named on Exhibit B hereto. Members holding a majority of the Ownership Percentages shall have the power and authority to appoint additional Managers and, upon the resignation or removal of any Manager by act of Members holding a majority of the Ownership Percentages, a substitute Manager.
Designation of Managers. (a) A person may be named or designated as a Manager of the Company by amendment of this Operating Agreement or by vote or consent of the Members.
(b) A Manager may make contributions to the Company and share in the profits and losses of, and in distributions from, the Company as a Member. A person who is both a Manager and a Member has the rights and powers, and is subject to the restrictions and liabilities, of a Manager and, except as provided in this Operating Agreement, also has the rights and powers, and is subject to the restrictions and liabilities, of a Member to the extent of his or her participation in the Company as a Member.
Designation of Managers. The Company shall have seven Managers to be designated by the Members as follows: PHC: 4; AG Presidio Investors, LLC ("Xxxxxx Xxxxxx"): 1; DK Presidio Investors, LLC ("Davidson"): 1; and Stonehill Partners, L.P. ("Stonehill"): 1. The initial Managers shall be: PHC Designees Xxxxx Xxxxxxxx Xxxxx Xxxx Xxxxxxx X. Xxxxxxx W. Xxxxxx Xxxxxxx Xxxxxx Xxxxxx Designee Xxxxxxx X. Xxxxxxx Davidson Designee Xxxxxx X. Xxxxxxx, Xx. Stonehill Designee Xxxx X. Xxxxxxxx Any transferee of a Capital Interest representing at least a majority of the Capital Interest as of the date hereof of any of PHC, Xxxxxx Xxxxxx, Xxxxxxxx or Stonehill and its affiliates, as the case may be, shall succeed to the right of the transferring person to designate Managers as set forth above. The Company or any Manager proposing to convene any meeting of Managers or to take any other action of Managers shall use its good faith reasonable efforts to notify all Managers of the proposed meeting or action a reasonable time in advance. Notice of any action of the Managers taken at a meeting, by written consent or otherwise shall be given promptly to all Managers who did not participate in the meeting, consent or action. Any Manager that is not a PHC designee may convene a meeting of Managers for any purpose relating to the Company; provided that such meetings so convened need not occur more than four times in any year. The Managers shall not be entitled to fees for their services as Managers. The Managers need not be Members.
Designation of Managers. The Member may at any time and from time to time designate one (1) or more Managers to serve on the Management Committee, which Managers shall serve until their successors have been duly designated by the Member or until their earlier death or resignation, or removal, with or without cause, by the Member. Designation of Managers shall not be required at any regular frequency, but, instead, shall occur at such times as the Member shall determine. The Member may also be a Manager and, in the absence of any designation by the Member of any other Managers, shall be deemed to be designated as, and constitute, the sole Manager of the Company. At any time that only one (1) Manager has been designated, or deemed designated, by the Member, then any reference in this Agreement to the Management Committee shall be deemed a reference to such sole Manager and such sole Manager may, subject to all other provisions of this Agreement, manage the business and affairs of the Company without the necessity of calling or conducting any meetings of the Managers or Management Committee as otherwise contemplated in this Article V.
Designation of Managers. 16 5.3 Term.............................................................. 17 5.4 Resignation or Removal of a Manager............................... 17 5.5 Vacancies......................................................... 17 5.6 Meetings.......................................................... 17 5.7 Quorum............................................................ 17 5.8
Designation of Managers. (a) For so long as Principals and Roxbury together own 50% or more of the outstanding Membership Points, then five of the Managers shall be selected or replaced by the Principals by majority vote, which vote shall be based on their direct and Derivative Share ownership of Membership Points ("Roxbury Designees"). For so long as the Principals and Roxbury together own Membership Points that are less than 50% of the outstanding Membership Points, then three of the Managers shall be Roxbury Designees.
(b) For so long as WTI, WTC or Wilmington is a Preferred Member, two of the Managers shall be selected or replaced by WTI, WTC or Wilmington ("WTI Designee"). For so long as WTI, WTC or Wilmington is a Preferred Member and such entities collectively own more than 50% of the outstanding Membership Points, four of the Managers shall be WTI Designees.
