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 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 MCWP (the “MCWP Manager”). Regardless of any other provision of this Agreement to the contrary, including this Section 4.3(a) or Section 4.3(b), MCWP shall have no right to remove the MCWP Manager without the prior written consent of the JBGL Managers, and any Manager appointed or elected by MCWP is subject to the approval of the JBGL Managers, The Board of Managers may remove the MCWP Manager at any time after the occurrence of a Removal Event (as defined below), in which event MCWP shall have thirty (30) days to elect a new 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 MCWP Manager; provided, however, that if an Event of Dissociation (as defined in Section 5.4) has occurred as to MCWP or MCWP is otherwise no longer a Member, then upon any removal of the MCWP Manager, JBGL shall have the right to elect the replacement 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 arc 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 MCWP the Xxxxxxxxxxx Member Group (the “MCWP Xxxxxxxxxxx Manager”). Regardless of any other provision of this Agreement to the contrary, including this Section 4.3(a) or Section 4.3(b), MCWP . the Xxxxxxxxxxx Member Group shall have no right to remove the MCWP 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 MCWP 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 MCWP 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 MCWP the Xxxxxxxxxxx Member Group shall have thirty (30) days to elect a new MCWP 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 MCWP Xxxxxxxxxxx Manager; provided, however, that if an Event of Dissociation (as defined in Section 5.4hereinafter defined) has occurred as to MCWP any member of the Xxxxxxxxxxx Member Group or MCWP no Member is otherwise no longer a Membermember of the Xxxxxxxxxxx Member Group, then upon any removal of the MCWP 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 MCWP 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:

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 arc 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 MCWP TPG (the “MCWP TPG Manager”). Regardless of any other provision of this Agreement to the contrary, including this Section 4.3(a) or Section 4.3(b), MCWP TPG shall have no right to remove the MCWP TPG Manager without the prior written consent of the JBGL Managers, and any Manager appointed or elected by MCWP TPG is subject to the approval of the JBGL Managers, . The Board of Managers may remove the MCWP TPG Manager at any time after the occurrence of a Removal Event (as defined below), in which event MCWP TPG shall have thirty (30) days to elect a new MCWP 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 MCWP TPG Manager; provided, however, that if an Event of Dissociation (as defined in Section 5.4hereinafter defined) has occurred as to MCWP TPG or MCWP TPG is otherwise no longer a Member, then upon any removal of the MCWP TPG Manager, JBGL shall have the right to elect the replacement MCWP 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 arc 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 MCWP the Xxxxxx Member Group (the “MCWP Xxxxxx Manager”). Regardless of any other provision of this Agreement to the contrary, including this Section 4.3(a) or Section 4.3(b), MCWP the Xxxxxx Member Group shall have no right to remove the MCWP 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 MCWP 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 MCWP 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 MCWP the Xxxxxx Member Group shall have thirty (30) days to elect a new MCWP 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 MCWP Xxxxxx Manager; provided, however, that if an Event of Dissociation (as defined in Section 5.4hereinafter defined) has occurred as to MCWP any member of the Xxxxxx Member Group or MCWP no Member is otherwise no longer a Membermember of the Xxxxxx Member Group, then upon any removal of the MCWP 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 MCWP 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 arc 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 MCWP TPG (the “MCWP TPG Manager”). Regardless of any other provision of this Agreement to the contrary, including this Section 4.3(a) or Section 4.3(b), MCWP TPG shall have no right to remove the MCWP TPG Manager without the prior written consent of the JBGL Managers, and any Manager appointed or elected by MCWP TPG is subject to the approval of the JBGL Managers, . The Board of Managers may remove the MCWP TPG Manager at any time after the occurrence of a Removal Event (as defined below), in which event MCWP TPG shall have thirty (30) days to elect a new MCWP 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 MCWP TPG Manager; provided, however, that if an Event of Dissociation (as defined in Section 5.4hereinafter defined) has occurred as to MCWP TPG or MCWP TPG is otherwise no longer a Member, then upon any removal of the MCWP TPG Manager, JBGL shall have the right to elect the replacement MCWP TPG Manager. A “Removal Event” shall mean: (i) A material violation of any other provisions of this Agreement by the TPG Manager or the President of the Company which causes material economic harm to the Company and which is not cured within thirty (30) days after written notice to such TPG Manager by the JBGL Managers; (ii) Any act of gross negligence on the part of the TPG Manager or the President of the Company causing material damage to the Company or any Member; (iii) Any act of fraud, theft or willful misconduct committed by the TPG Manager or the President of the Company against the Company or any of the other Members in connection with the operation of the Company; (iv) The conviction of the TPG Manager of a felony; or (v) The occurrence of any Event of Dissociation.

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 arc 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 MCWP the Xxxxxxxxxxx Member Group (the “MCWP Xxxxxxxxxxx Manager”). Regardless of any other provision of this Agreement to the contrary, including this Section 4.3(a) or Section 4.3(b), MCWP the Xxxxxxxxxxx Member Group shall have no right to remove the MCWP 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 MCWP 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 MCWP 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 MCWP the Xxxxxxxxxxx Member Group shall have thirty (30) days to elect a new MCWP 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 MCWP Xxxxxxxxxxx Manager; provided, however, that if an Event of Dissociation (as defined in Section 5.4hereinafter defined) has occurred as to MCWP any member of the Xxxxxxxxxxx Member Group or MCWP no Member is otherwise no longer a Membermember of the Xxxxxxxxxxx Member Group, then upon any removal of the MCWP 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 MCWP 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