Effective Management Control Sample Clauses

Effective Management Control. (a) The Company and the Group shall be under the sole effective management control of ▇▇▇▇ Kaoufman or one of his wholly-owned Affiliates, acting in the capacity of CEO pursuant to Section 4.2 hereof; provided that if ▇▇▇▇ Kaoufman proposes to vest management of the Company in any Affiliate other than New Management Co, the designation of such Affiliate shall constitute a Key Decision. (b) ▇▇▇▇ Kaoufman (or such designated Affiliate) shall be responsible for the management and operation of the Group’s Business, including the holding of the Company’s interest in the Joint Venture, consistent with the objectives stated in Section 3.1, the terms of this Agreement, and, in the case of the Joint Venture, the Joint Venture Agreement, and the implementation of the Business Plan, all subject to the overall direction and supervision of the Company by a Board of Directors (the “Board”).