Establishment of Board of Managers Sample Clauses

Establishment of Board of Managers. There is hereby established a committee of Member representatives (the “Board of Managers”) comprised of natural Persons (the “Managers”) having the authority and duties set forth in this Agreement. The size of the Board of Managers shall initially be thirteen and may from time to time be increased by the Board of Managers with the prior written consent of the Joint Majority Holders. Subject to Section 8.3, the Managers shall be elected at the annual meeting of the Common Holders. Each Manager elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as provided in this Article VIII.
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Establishment of Board of Managers. There is hereby established a committee of Member representatives (the “Board of Managers”) comprised of natural Persons (the “Managers”) having the authority and duties set forth in this Agreement. The size of the Board of Managers shall initially be 10 and may from time to time be increased or decreased by the Board of Managers. The Managers shall be elected pursuant to Section 5.3. Each Manager elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as provided in this ARTICLE V. The Member shall take all such actions as are necessary to effectuate the provisions of this ARTICLE V.
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Establishment of Board of Managers. (a) There is hereby established a committee of Member representatives (the “Board of Managers”) comprised of natural Persons (the “Managers”) having the authority and duties set forth in this Agreement. As of the Third Amended Agreement Effective Date, the size of the Board of Managers shall be eleven, or twelve if the Board of Managers exercises its rights pursuant to Section 8.4(a)(ii). Subject to Section 8.4, the Managers shall be elected at the annual meeting of the Class B Holders or at a special meeting of the Class B Holders called for such purpose.
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Establishment of Board of Managers. The board of managers of the Company (the “Board of Managers”) shall be comprised of the same number of managers (each a “Board Member”) as the board of directors of the Class A Holder and the Class A Holder shall appoint each Board Member, provided that the Board of Managers must be comprised of the same persons who comprise the Class A Holder’s board of directors at all times. The initial Board of Managers shall be comprised of seven (7) Board Members and shall be comprised of the individuals set forth on Exhibit A hereto. Board Members may be, but are not required to be, Members. The chairperson (the “Chair”) of the Board of Managers who shall preside over meetings of the Board of Managers shall be the same person as the chairman of the board of directors of the Class A Holder. Each Board Member shall be a “manager” of the Company for purposes of the Act, but, notwithstanding the foregoing, no Board Member shall have any rights or powers beyond the rights and power expressly granted to such Board Member in this Agreement.
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Establishment of Board of Managers. There is hereby established a committee of Member representatives (the “Board of Managers”) comprised of natural Persons (the “Managers”) having the authority and duties set forth in this Agreement. The size of the Board of Managers shall initially be seven, and while the Governance Agreement is in effect may from time to time be increased or decreased in accordance with the terms of the Governance Agreement. Except as set forth in the Governance Agreement, the Managers shall be elected at the annual meeting of the Common Holders by a vote of the Majority Holders. Each Manager elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as provided in the Governance Agreement or this Article VIII.
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Establishment of Board of Managers. The board of managers of the Company (the “Board of Managers”) shall be comprised of the same number of managers (each a “Board Member”) as the board of directors of the Class A Holder and the Class A Holder shall appoint each Board Member, provided that the Board of Managers must be comprised of the same persons who comprise the Class A Holder’s board of directors at all
Sample 1
Establishment of Board of Managers. There is hereby established a committee of Member representatives (the “Board of Managers”) comprised of natural Persons (the “Managers”) having the authority and duties set forth in this Agreement. The size of the Board of Managers shall initially be seven, and while the Governance Agreement is in effect may from time to time be increased or decreased in accordance with the terms of the Governance Agreement. Except as set forth in the Governance Agreement, the Managers shall be elected at the annual meeting of the Common Holders by a vote of the Common Holders holding a majority of the Common Membership Interests then outstanding (the “Majority Holders”). Each Manager elected shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as provided in the Governance Agreement or this Article VIII.
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Establishment of Board of Managers 
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Related to Establishment of Board of Managers

  • Authority of Board of Managers Except as otherwise expressly provided in this Agreement, the Board of Managers shall have the exclusive power and authority to manage the business and affairs of the Company and to make all decisions with respect thereto. Except as otherwise expressly provided in this Agreement, the Board of Managers or Persons designated by the Board of Managers, including officers and agents appointed by the Board of Managers, shall be the only Persons authorized to execute documents which shall be binding on the Company. To the fullest extent permitted by Delaware law, the Board of Managers shall have the power to do any and all acts, statutory or otherwise, with respect to the Company which would otherwise be possessed by the Member under the laws of the State of Delaware and the Member shall have no power whatsoever with respect to the management of the business and affairs of the Company; provided, however, that the consent of the Member shall be required to effect mergers and conversions with other Persons. The power and authority granted to the Board of Managers hereunder shall include all those necessary or convenient for the furtherance of the purposes of the Company and shall include the power to make all decisions with regard to the management, operations, assets, financing and capitalization of the Company, including without limitation, the power and authority to undertake and make decisions concerning: (a) hiring and firing of employees, attorneys, accountants, brokers, investment bankers and other advisors and consultants, (b) entering into of leases for real or personal property, (c) opening of bank and other deposit accounts and operations thereunder, (d) purchasing, constructing, improving, developing and maintaining of real property, (e) purchasing of insurance, goods, supplies, equipment, materials and other personal property, (f) borrowing of money, obtaining of credit, issuance of notes, debentures, securities, equity or other interests of or in the Company and securing of the obligations undertaken in connection therewith with mortgages on and security interests in all or any portion of the real or personal property of the Company, (g) making of investments in or the acquisition of securities of any Person, (h) giving of guarantees and indemnities, (i) entering into of contracts or agreements whether in the ordinary course of business or otherwise, (j) mergers with (subject to the required consent of the Member described in the preceding sentence) or acquisitions of other Persons, (k) the sale or lease of all or any portion of the assets of the Company, (l) forming subsidiaries or joint ventures, (m) compromising, arbitrating, adjusting and litigating claims in favor of or against the Company and (n) all other acts or activities necessary or desirable for the carrying out of the purposes of the Company including those referred to in Section 2.6.

  • Board of Managers Section 3.01

  • Meetings of the Board of Managers The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the resolution of the Board. Special meetings of the Board may be called by the President on five (5) business days notice to each Manager, either personally, by telephone, by mail, by telegram or by any other means of communication; special meetings shall be called by the President or Secretary in like manner and on like notice on the written request of at least a quarter of the Managers.

  • Management by Board of Managers (a) Subject to such matters which are expressly reserved hereunder or under the Act to the Member for decision, the business and affairs of the Company shall be managed by a board of managers (the “Board”), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of one (1) to five (5) individuals (the “Managers” and each a “Manager”), the exact number of Managers to be determined from time to time by resolution of the Member. The initial Board shall consist of three (3) members, who shall be Xxxxxxx X. Xxxxxx, Xxxxxxx X.

  • Committees of Managers (a) The Managers may, by resolution passed by a majority of the Managers, designate one or more committees, each committee to consist of one or more of the Managers. The Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

  • Duties of Managers Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, the Managers shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.

  • The Board of Trustees of the Fund shall promptly notify the Insurer in writing of its determination of the existence of an irreconcilable material conflict and its implications.

  • Election of Board of Directors (a) The holders of Preferred Stock, voting as a single class, shall be entitled to elect three (3) members of the Board at each meeting or pursuant to each consent of the Corporation’s stockholders for the election of directors, and to remove from office such directors and to fill any vacancy caused by the resignation, death or removal of such directors.

  • Voting Provisions Regarding Board of Directors 1.1 For purposes of this Agreement, the term “

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