Election of the Managers Sample Clauses

Election of the Managers. The Company shall have five (5)
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Election of the Managers. The election of the Managers to ------------------------ dissolve the Company; or
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Election of the Managers. The Initial Managers are hereby elected to serve as the Managers until their successors have been duly elected or until their earlier resignation or removal. Elections of the Managers shall not be required to be held at any regular frequency, but, instead, shall be held upon the determination of the Members by vote of a Super-Majority in Interest (at which time, the number of Managers to be elected and the election of any such Manager shall be by the affirmative vote of a Super-Majority in Interest). Any three of the Managers, acting together, shall have the authority to act on the Company’s behalf; provided, however, that notwithstanding the immediately proceeding provision, to the extent that any of Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxx or Xxxx X. Xxxxxxx are Managers, any one of them, acting alone or together, shall have the authority to act on the Company’s behalf and to execute any and all contracts, documents and other agreements on behalf of the Company; provided, further, that only Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxx or Xxxx X. Xxxxxxx, acting alone or together, shall have the authority to act on the Company’s behalf and to execute any and all contracts, documents and other agreements on behalf of the Company relating to, or entered into in connection with, the Credit Agreement.
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Election of the Managers by the Members. TAG MEX hereby elects Gerard Guez and Patrick Chow as Managers, and Azteca xxxxxx xxxcts Hxxxxx Xxxx xx a Manager, each to serve as Managers until xxx xxxliest of (i) the election of different Manager(s) by the electing Member, or (ii) the date upon which such Manager resigns or becomes disabled and unable to serve, whereupon the Member that has appointed such Manager shall be entitled to elect a successor. A Manager may resign at any time upon written notice to the LLC.
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Election of the Managers. The Managers shall be elected by the Sole Member of the Company. As of the date hereof and subject to the terms set forth herein, Nicholas L. Ribis and Thomas J. Barrack, Jr. shall be the Managers of xxx Xxxxxxx.
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Election of the Managers. The Initial Managers are hereby elected to serve as the Managers until their successors have been duly elected or until their earlier resignation or removal. Elections of the Managers shall not be required to be held at any regular frequency, but, instead, shall be held upon the determination of the Members by vote of a Super-Majority in Interest (at which time,
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Election of the Managers. On all matters relating to the election of the managers of the Board (a “Manager”), each Member shall vote at all regular or special meetings of Members (or by Written Consent) at which Managers are to be elected all of its units of the Company so as always to elect the following as Managers of the Company: 4.3.1 Prior to the exercise of the First Warrant Tranche (as defined in the Warrant and Option Agreement): (a) Six (6) members (the “Class A Managers”) designated by the Class A Member. Any vacancy occurring because of the death, resignation or removal of a Class A Manager shall be filled according to this Section 4.3.1(a). (b) One (1) member (the “Class B Manager”) designated by the Class B Member. Any vacancy occurring because of the death, resignation or removal of a Class B Manager shall be filled according to this Section 4.3.1(b). 4.3.2 Following the exercise of the First Warrant Tranche and prior to the exercise of the Second Warrant Tranche (as defined in the Warrant and Option Agreement): (a) Five (5) Class A Managers designated by the Class A Member. Any vacancy occurring because of the death, resignation or removal of a Class A Manager shall be filled according to this Section 4.3.2(a). (b) Two (2) Class B Managers designated by the Class B Member. Any vacancy occurring because of the death, resignation or removal of a Class B Manager shall be filled according to this Section 4.3.2(b). 4.3.3 Following the exercise of the Second Warrant Tranche: (a) Four (4) Class A Managers designated by the Class A Member. Any vacancy occurring because of the death, resignation or removal of a Class A Manager shall be filled according to this Section 4.3.3(a). (b) Three (3) Class B Managers designated by the Class B Member. Any vacancy occurring because of the death, resignation or removal of a Class B Manager shall be filled according to this Section 4.3.3(b). 4.3.4 Notwithstanding anything contained in this Section 4.3 to the contrary, the Members acknowledge and agree that from time to time the Class A Member may choose, at its sole discretion, to have vacancies in the Class A Manager seats, provided that the Class A Member shall always have appointed enough Class A Managers such that the Class A Managers will represent a majority of the Board.
Sample 1
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Election of the Managers. The Initial Managers are hereby elected to serve as the Managers until their successors have been duly elected or until their earlier resignation or removal. Elections of the Managers shall not be required to be held at any regular frequency, but, instead, shall be held upon the determination of the Members by vote of a Super-Majority in Interest. Any three of the Managers, acting together, shall have the authority to act on the Company’s behalf; provided, however, that notwithstanding the immediately proceeding provision, to the extent that any of Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxx or Xxxx X. Xxxxxxx are Managers, any one of them, acting alone or together, shall have the authority to act on the Company’s behalf and to execute any and all contracts, documents and other agreements on behalf of the Company; provided, further, that only Xxxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxx or Xxxx X. Xxxxxxx, acting alone or together, shall have the authority to act on the Company’s behalf and to execute any and all contracts, documents and other agreements on behalf of the Company relating to, or entered into in connection with, the Credit Agreement.
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Related to Election of the Managers

  • Compensation of the Manager For the services to be rendered by the Manager as provided in this Agreement, the Fund shall pay to the Manager a fee computed on the aggregate net asset value of the Portfolio as of the close of each business day and payable monthly at the annual rate of 0.20%. In the event that this Agreement is terminated at other than a month-end, the fee for such month shall be prorated, as applicable.

  • COMPENSATION OF THE MANAGER BY FUND For all services to be rendered and payments made as provided in Sections 1, 2 and 4 hereof, the Fund will accrue daily and pay the Manager monthly, or at such other intervals as the Fund and Manager may agree, a fee based on the average of the values placed on the net assets of each Series of the Fund as of the time of determination of the net asset value on each trading day throughout the month in accordance with Schedule 1 attached hereto. Net asset value shall be determined pursuant to applicable provisions of the Articles of Incorporation of the Fund. If pursuant to such provisions the determination of net asset value is suspended, then for the purposes of this Section 5 the value of the net assets of the Fund as last determined shall be deemed to be the value of the net assets for each day the suspension continues. The Manager may, at its option, waive all or part of its compensation for such period of time as it deems necessary or appropriate.

  • Appointment of the Manager The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended and supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the 1940 Act and the Securities Act of 1933 (the "Securities Act"), including any representations made in the prospectus and statement of additional information relating to the Funds contained therein and as may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust's Board of Trustees (the "Board"). The Board is authorized to issue any unissued shares in any number of additional classes or series. The investment authority granted to the Manager shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets held by the Funds, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer, and participate in class actions and other legal proceedings on behalf of the Funds. The Trust hereby appoints the Manager, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Funds and, without limiting the generality of the foregoing, to provide the other services specified in Section 2 hereof. The Trust hereby appoints the Manger to provide the Fundlevel duties and services as set forth in Section 2(b) hereof, for the compensation and on the terms herein provided, and the Manager hereby accepts such appointment. Each new investment portfolio established in the future by the Trust shall automatically become a "Fund" for all purposes hereunder as if it were listed on Schedule A, absent written notification to the contrary by either the Trust or the Manager.

  • Activities of the Manager The services of the Manager to the Fund hereunder are not to be deemed exclusive, and the Manager and any of its affiliates shall be free to render similar services to others. Subject to and in accordance with the Agreement and Declaration of Trust and By-Laws of the Trust and Section 10(a) of the 1940 Act, it is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Manager or its affiliates as directors, officers, agents or stockholders; that directors, officers, agents or stockholders of the Manager or its affiliates are or may be interested in the Trust as trustees, officers, agents, shareholders or otherwise; that the Manager or its affiliates may be interested in the Fund as shareholders or otherwise; and that the effect of any such interests shall be governed by said Agreement and Declaration of Trust, By-Laws and the 1940 Act.

  • Status of the Manager The services of the Manager to the Fund, or with respect to the Portfolio, are not to be deemed exclusive, and the Manager shall be free to render similar services to others, as long as its services to the Fund or to the Portfolio are not impaired thereby. The Manager shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund in any way, or otherwise be deemed an agent of the Fund.

  • Duties of the Manager (a) The Manager shall, subject to the direction and control of the Trust’s Board of Trustees (i) (except to the extent an investment subadviser (each, a “Subadviser”), as defined below, has been retained in respect of some or all of the assets of the Fund) furnish continuously an investment program for the Fund and make investment decisions on behalf of the Fund and place all orders for the purchase and sale of portfolio securities; and (ii) provide reports on the foregoing to the Board of Trustees at each Board meeting. (b) In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 9 below, the Manager shall take the following actions in respect of the performance by the Subadviser of its obligations in respect of the Fund: - perform periodic detailed analysis and review of the performance by the Subadviser of its obligations to the Fund, including without limitation a review of the Subadviser’s investment performance in respect of the Fund and in respect of other accounts managed by the Subadviser with similar investment strategies; - prepare and present periodic reports to the Board of Trustees regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board of Trustees may reasonably request; - review and consider any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and make appropriate reports to the Board of Trustees; - review and consider any changes in the ownership or senior management of the Subadviser and make appropriate reports to the Board of Trustees; - perform periodic in-person or telephonic diligence meetings with representatives of the Subadviser; - assist the Board of Trustees and management of the Trust in developing and reviewing information with respect to the initial approval of the subadvisory agreement with the Subadviser and annual consideration of the agreement thereafter; - at the request of the Board of Trustees, prepare recommendations with respect to the continued retention of any Subadviser or the replacement of any Subadviser; - at the request of the Board of Trustees, identify potential successors to or replacements of any Subadviser or potential additional Subadvisers, perform appropriate due diligence, and develop and present to the Board of Trustees a recommendation as to any such successor, replacement, or additional Subadviser; - designate and compensate from its own resources such personnel as the Manager may consider necessary or appropriate to the performance of its services hereunder; and - perform such other review and reporting functions as the Board of Trustees shall reasonably request consistent with this Management Agreement, the applicable subadvisory agreement, and applicable law. The Manager shall perform the obligations hereunder relating generally to the investment program of the Fund that have not been delegated to any Subadviser. (c) In addition, the Manager shall provide advice and recommendations to the Board of Trustees, and perform such review and oversight functions as the Board of Trustees may reasonably request, as to the continuing appropriateness of the investment objective, strategies, and policies of the Fund, valuations of portfolio securities, and other matters relating generally to the investment program of the Fund. (d) Nothing in this Management Agreement shall prevent the Manager or any officer thereof from acting as investment adviser or subadviser for any other person, firm or corporation and shall not in any way limit or restrict the Manager or any of its directors, officers, members, stockholders, or employees from buying, selling, or trading any securities for its or their own accounts or for the account of others for whom it or they may be acting. (e) The Manager shall, at its own expense, provide employees of the Manager to serve as officers of the Trust as the Board of Trustees may request. The Manager and the Board of Trustees may from time to time agree that the expense of certain officers of the Trust who may also be employees of the Manager, including without limitation the Chief Compliance Officer of the Trust and any Assistant Chief Compliance Officers, will be borne in part by the Trust and in part by the Manager or entirely by the Trust. (f) The Manager shall not be obligated to pay any expenses of or for the Trust or the Fund not expressly assumed by the Manager pursuant to this Management Agreement.

  • Resignation of the Master Servicer The Master Servicer shall not resign from the obligations and duties hereby imposed on it except upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a successor servicer shall have assumed the Master Servicer's responsibilities, duties, liabilities and obligations hereunder.

  • Services of the Manager The Manager represents and warrants that it is registered as an investment adviser under the Investment Advisers Act of 1940 and will maintain such registration for so long as required by applicable law. Subject to the general supervision of the Board of Directors of the Fund, the Manager shall provide the following advisory, management, and other services with respect to the Series: (a) Provide general, investment advice and guidance with respect to the Series and provide advice and guidance to the Fund's Directors, and oversee the management of the investments of the Series and the composition of each Series' portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with each Series' investment objective or objectives and policies as stated in the Fund's current registration statement, which management may be provided by others selected by the Manager and approved by the Board of Directors as provided below or directly by the Manager as provided in Section 3 of this Agreement; (b) In the event that the Manager wishes to select others to render investment management services, the Manager shall analyze, select and recommend for consideration and approval by the Fund's Board of Directors investment advisory firms (however organized) to provide investment advice to one or more of the Series, and, at the expense of the Manager, engage (which engagement may also be by the Fund) such investment advisory firms to render investment advice and manage the investments of such Series and the composition of each such Series' portfolio of securities and investments, including cash, and the purchase, retention and disposition thereof, in accordance with the Series' investment objective or objectives and policies as stated in the Fund's current registration statement (any such firms approved by the Board of Directors and engaged by the Fund and/or the Manager are referred to herein as "Sub-Advisers"); (c) Periodically monitor and evaluate the performance of the Sub-Advisers with respect to the investment objectives and policies of the Series; (d) Monitor the Sub-Advisers for compliance with the investment objective or objectives, policies and restrictions of each Series, the 1940 Act, Subchapter M of the Internal Revenue Code, and if applicable, regulations under such provisions, and other applicable law; (e) If appropriate, analyze and recommend for consideration by the Fund's Board of Directors termination of a contract with a Sub-Adviser under which the Sub-Adviser provides investment advisory services to one or more of the Series; (f) Supervise Sub-Advisers with respect to the services that such Sub-Advisers provide under respective portfolio management agreements ("Sub-Adviser Agreements"); (g) Render to the Board of Directors of the Fund such periodic and special reports as the Board may reasonably request; and (h) Make available its officers and employees to the Board of Directors and officers of the Fund for consultation and discussions regarding the administration and management of the Series and services provided to the Fund under this Agreement.

  • Compensation of Managers Except as may be expressly provided for herein or hereafter approved by the Member, no payment will be made by the Company to any Manager for the services of such Manager or any partner or employee of the Manager.

  • Appointment of the Adviser The Trust is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Declaration of Trust, as amended and supplemented from time to time, By-Laws (if any) and Registration Statement filed with the Securities and Exchange Commission (the "Commission") under the 1940 Act and the Securities Act of 1933 (the "Securities Act"), including any representations made in the prospectus and statement of additional information relating to the Funds contained therein and as may be amended or supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Trust's Board of Trustees (the "Board"). The Board is authorized to issue any unissued shares in any number of additional classes or series. The investment authority granted to the Adviser shall include the authority to exercise whatever powers the Trust may possess with respect to any of its assets held by the Funds, including, but not limited to, the power to exercise rights, options, warrants, conversion privileges, redemption privileges, and to tender securities pursuant to a tender offer, and participate in class actions and other legal proceedings on behalf of the Funds. The Trust hereby employs Adviser, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Funds and, without limiting the generality of the foregoing, to provide the other services specified in Section 2 hereof.

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