Common use of Election and Tenure of Managers Clause in Contracts

Election and Tenure of Managers. At each annual meeting, or at each special meeting called for that purpose, the Members shall elect Managers, in the manner hereinafter provided, to hold office until the next annual meeting and until their successors are elected and qualify, or until their earlier death, resignation or removal from office. The Managers may, but need not, be Members of the Company. Unless otherwise unanimously approved by the Members, (i) the Board of Managers shall consist of a total of three (3) Managers, and (ii) two (2) of such Managers shall be elected by JBGL (the “JBGL Managers”) and, except as otherwise provided herein, one (1) of such Managers shall be elected by TPG (the “TPG Manager”). Regardless of any other provision of this Agreement to the contrary, including this Section 4.3(a) or Section 4.3(b), TPG shall have no right to remove the TPG Manager without the prior written consent of the JBGL Managers, and any Manager appointed or elected by TPG is subject to the approval of the JBGL Managers. The Board of Managers may remove the TPG Manager at any time after the occurrence of a Removal Event (as defined below), in which event TPG shall have thirty (30) days to elect a new TPG Manager (subject to the approval of JBGL), and if it fails to do so within such thirty (30) day period the JBGL Managers may elect the TPG Manager; provided, however, that if an Event of Dissociation (as hereinafter defined) has occurred as to TPG or TPG is otherwise no longer a Member, then upon any removal of the TPG Manager, JBGL shall have the right to elect the replacement TPG Manager. A “Removal Event” shall mean:

Election and Tenure of Managers. At each annual meeting, or at each special meeting called for that purpose, the Members shall elect Managers, in the manner hereinafter provided, to hold office until the next annual meeting and until their successors are arc elected and qualify, or until their earlier death, resignation or removal from office. The Managers may, but need not, be Members of the Company. Unless otherwise unanimously approved by the Members, (i) the Board of Managers shall consist of a total of three (3) Managers, and (ii) two (2) of such Managers shall be elected by JBGL (the “JBGL Managers”) and, except as otherwise provided herein, one (1) of such Managers shall be elected by TPG MCWP (the “TPG MCWP Manager”). Regardless of any other provision of this Agreement to the contrary, including this Section 4.3(a) or Section 4.3(b), TPG MCWP shall have no right to remove the TPG MCWP Manager without the prior written consent of the JBGL Managers, and any Manager appointed or elected by TPG MCWP is subject to the approval of the JBGL Managers. , The Board of Managers may remove the TPG MCWP Manager at any time after the occurrence of a Removal Event (as defined below), in which event TPG MCWP shall have thirty (30) days to elect a new TPG MCWP Manager (subject to the approval of JBGL), and if it fails to do so within such thirty (30) day period the JBGL Managers may elect the TPG MCWP Manager; provided, however, that if an Event of Dissociation (as hereinafter defineddefined in Section 5.4) has occurred as to TPG MCWP or TPG MCWP is otherwise no longer a Member, then upon any removal of the TPG MCWP Manager, JBGL shall have the right to elect the replacement TPG MCWP Manager. A “Removal Event” shall mean:

Election and Tenure of Managers. At each annual meeting, or at each special meeting called for that purpose, the Members shall elect Managers, in the manner hereinafter provided, to hold office until the next annual meeting and until their successors are elected and qualify, or until their earlier death, resignation or removal from office. The Managers may, but need not, be Members of the Company. Unless otherwise unanimously approved by the Members, (i) the Board of Managers of the Company and each Subsidiary shall consist of a total of three (3) Managers, and (ii) two (2) of such Managers shall be elected by JBGL (the “JBGL Managers”) and, except as otherwise provided herein, one (1) of such Managers shall be elected by TPG the Xxxxxxxxxxx Member Group (the “TPG Xxxxxxxxxxx Manager”). Regardless of any other provision of this Agreement to the contrary, including this Section 4.3(a) or Section 4.3(b), TPG the Xxxxxxxxxxx Member Group shall have no right to remove the TPG Pasquinelli Manager from the Board of Managers of the Company or any Subsidiary without the prior written consent of the JBGL ManagersManagers (acting on behalf of the Company as the sole member of the Subsidiary, in the case of a Subsidiary), and any Manager appointed or elected to the Board of Managers of the Company or any Subsidiary by TPG the Xxxxxxxxxxx Member Group is subject to the approval of the JBGL ManagersManagers (acting on behalf of the Company as the sole member of the Subsidiary, in the case of a Subsidiary). The Board of Managers may remove the TPG Pasquinelli Manager from the Board of Managers of the Company and/or any Subsidiary at any time after the occurrence of a Removal Event (as defined below), in which event TPG the Xxxxxxxxxxx Member Group shall have thirty (30) days to elect a new TPG Xxxxxxxxxxx Manager to the Board of Managers of the Company and any Subsidiary (subject to the approval of JBGL), and if it fails to do so within such thirty (30) day period the JBGL Managers may elect the TPG Xxxxxxxxxxx Manager; provided, however, that if an Event of Dissociation (as hereinafter defined) has occurred as to TPG any member of the Xxxxxxxxxxx Member Group or TPG no Member is otherwise no longer a Membermember of the Xxxxxxxxxxx Member Group, then upon any removal of the TPG ManagerXxxxxxxxxxx Manager from the Board of Managers of the Company or any Subsidiary as a result of an Event of Dissociation, JBGL shall have the right to elect the replacement TPG ManagerXxxxxxxxxxx Manager to the Board of Managers of the Company and the JBGL Managers (acting on behalf of the Company as the sole member of the Subsidiary, in the case of a Subsidiary) shall have the right to elect the replacement Xxxxxxxxxxx Manager to the Board of Managers of each Subsidiary. A “Removal Event” shall mean:: (i) A material violation of any other provisions of this Agreement or the company agreement of any Subsidiary by the Xxxxxxxxxxx Manager or the President of the Company or any Subsidiary which causes material economic harm to the Company or any Subsidiary and which is not cured within thirty (30) days after written notice to such Xxxxxxxxxxx Manager by the JBGL Managers; (ii) Any act of gross negligence on the part of the Xxxxxxxxxxx Manager or the President of the Company or any Subsidiary causing material damage to the Company or any Member; (iii) Any act of fraud, theft or willful misconduct committed by the Pasquinelli Manager or the President of the Company against the Company, its Subsidiaries or 18

Election and Tenure of Managers. At each annual meeting, or at each special meeting called for that purpose, the Members shall elect Managers, in the manner hereinafter provided, to hold office until the next annual meeting and until their successors are elected and qualify, or until their earlier death, resignation or removal from office. The Managers may, but need not, be Members of the Company. Unless otherwise unanimously approved by the Members, (i) the Board of Managers of the Company and each Subsidiary shall consist of a total of three (3) Managers, and (ii) two (2) of such Managers shall be elected by JBGL (the “JBGL Managers”) and, except as otherwise provided herein, one (1) of such Managers shall be elected by TPG the Xxxxxx Member Group (the “TPG Xxxxxx Manager”). Regardless of any other provision of this Agreement to the contrary, including this Section 4.3(a) or Section 4.3(b), TPG the Xxxxxx Member Group shall have no right to remove the TPG Xxxxxx Manager from the Board of Managers of the Company or any Subsidiary without the prior written consent of the JBGL ManagersManagers (acting on behalf of the Company as the sole member of the Subsidiary, in the case of a Subsidiary), and any Manager appointed or elected to the Board of Managers of the Company or any Subsidiary by TPG the Xxxxxx Member Group is subject to the approval of the JBGL ManagersManagers (acting on behalf of the Company as the sole member of the Subsidiary, in the case of a Subsidiary). The Board of Managers may remove the TPG Xxxxxx Manager from the Board of Managers of the Company and/or any Subsidiary at any time after the occurrence of a Removal Event (as defined below), in which event TPG the Xxxxxx Member Group shall have thirty (30) days to elect a new TPG Xxxxxx Manager to the Board of Managers of the Company and any Subsidiary (subject to the approval of JBGL), and if it fails to do so within such thirty (30) day period the JBGL Managers may elect the TPG Xxxxxx Manager; provided, however, that if an Event of Dissociation (as hereinafter defined) has occurred as to TPG any member of the Xxxxxx Member Group or TPG no Member is otherwise no longer a Membermember of the Xxxxxx Member Group, then upon any removal of the TPG ManagerXxxxxx Manager from the Board of Managers of the Company or any Subsidiary as a result of an Event of Dissociation, JBGL shall have the right to elect the replacement TPG ManagerXxxxxx Manager to the Board of Managers of the Company and the JBGL Managers (acting on behalf of the Company as the sole member of the Subsidiary, in the case of a Subsidiary) shall have the right to elect the replacement Xxxxxxxxxxx Manger to the Board of Managers of each Subsidiary. A “Removal Event” shall mean:

Election and Tenure of Managers. At each annual meeting, or at each special meeting called for that purpose, the Members shall elect Managers, in the manner hereinafter provided, to hold office until the next annual meeting and until their successors are elected and qualify, or until their earlier death, resignation or removal from office. The Managers may, but need not, be Members of the Company. Unless otherwise unanimously approved by the Members, (i) the Board of Managers of the Company and each Subsidiary shall consist of a total of three (3) Managers, and (ii) two (2) of such Managers shall be elected by JBGL (the “JBGL Managers”) and, except as otherwise provided herein, one (1) of such Managers shall be elected by TPG the Xxxxxxxxxxx Member Group (the “TPG Xxxxxxxxxxx Manager”). Regardless of any other provision of this Agreement to the contrary, including this Section 4.3(a) or Section 4.3(b), TPG . the Xxxxxxxxxxx Member Group shall have no right to remove the TPG Pasquinelli Manager from the Board of Managers of the Company or any Subsidiary without the prior written consent of the JBGL ManagersManagers (acting on behalf of the Company as the sole member of the Subsidiary, in the case of a Subsidiary), and any Manager appointed or elected to the Board of Managers of the Company or any Subsidiary by TPG the Pasquinelli Member Group is subject to the approval of the JBGL ManagersManagers (acting on behalf of the Company as the sole member of the Subsidiary, in the case of a Subsidiary). The Board of Managers may remove the TPG Pasquinelli Manager from the Board of Managers of the Company and/or any Subsidiary at any time after the occurrence of a Removal Event (as defined below), in which event TPG the Xxxxxxxxxxx Member Group shall have thirty (30) days to elect a new TPG Xxxxxxxxxxx Manager to the Board of Managers of the Company and any Subsidiary (subject to the approval of JBGL), and if it fails to do so within such thirty (30) day period the JBGL Managers may elect the TPG Xxxxxxxxxxx Manager; provided, however, that if an Event of Dissociation (as hereinafter defined) has occurred as to TPG any member of the Xxxxxxxxxxx Member Group or TPG no Member is otherwise no longer a Membermember of the Xxxxxxxxxxx Member Group, then upon any removal of the TPG ManagerXxxxxxxxxxx Manager from the Board of Managers of the Company or any Subsidiary as a result of an Event of Dissociation, JBGL shall have the right to elect the replacement TPG ManagerXxxxxxxxxxx Manager to the Board of Managers of the Company and the JBGL Managers (acting on behalf of the Company as the sole member of the Subsidiary, in the case of a Subsidiary) shall have the right to elect the replacement Xxxxxxxxxxx Manger to the Board of Managers of each Subsidiary. A “Removal Event” shall mean: