Common use of General Management Clause in Contracts

General Management. (a) The business and affairs of the Company shall be managed under the direction of a board of managers (the “Board”). The members of the Board shall be “managers” within the meaning of the Act (it being understood, however, that no Board member shall have the power or authority to bind the Company except as provided in this Agreement and the Securityholders Agreement). Subject to Section 9.2, the Securityholders Agreement and the Board’s right to appoint officers, Managing Persons and other agents of the Company (including an operations manager designated under the Management Services Agreement), the Board shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. (b) The Board shall nominate from time to time a Manager Representative. Such Manager Representative shall be listed as the sole Manager on public documents, such as the Articles of Organization and Annual List of the Secretary of State of Nevada, and shall be authorized to sign as the Manager of the Company in these ministerial instances. The Manager Representative shall have no other power or authority, except as delegated to him or her by the Board. The initial Manager Representative shall be Xxxxxxx X. Cloobeck. (c) Some or all of the day-to-day business and affairs of the Company may be managed by or under the direction of one or more Entities, who need not be Members of the Company, as determined by the Board pursuant to a management services agreement to be executed between the Company and such other Entity in accordance with the provisions of the Securityholders Agreement. (d) The Board shall direct, manage and control the business of the Company and, subject to the limitations and qualifications set forth in this Agreement (including Section 11) and the Securityholders Agreement, shall have full and complete authority, power and discretion to make any and all decisions and to do any and all things which the Board shall deem to be reasonably required in light of the Company’s business and objectives. Without limiting the generality of the foregoing, the Board shall have power and authority (subject to the restrictions set forth in the Securityholders Agreement) to: (i) acquire property from any Person as the Board may determine; (ii) establish policies for investment and invest Company funds (by way of example but not limitation, in time deposits, short term governmental obligations, commercial paper or other investments); (iii) make distributions of available cash to Members; (iv) employ accountants, legal counsel, managers, managing agents or other experts or consultants to perform services for the Company with compensation from Company funds; (v) enter into any transaction on behalf of the Company involving the incurrence of any indebtedness or the hypothecation, encumbrance, or granting of a security interest or lien upon any Company Property; (vi) purchase liability and other insurance to protect the Company’s Property and business; (vii) organize Entities to serve as the Company’s subsidiaries and to determine the form and structure thereof; (viii) establish committees; delegate management decisions thereto; appoint members of the Board thereto and remove members of the Board therefrom; (ix) establish offices of President, Vice President, Secretary and Treasurer; delegate to such offices daily management and operational responsibilities; appoint Persons to act as members of such office and remove Persons therefrom; and (x) establish reasonable payments or salaries to Persons appointed as officers.

General Management. (a) 1. The business and affairs general management of the Company shall be managed under the direction responsibility of a board of managers (either the “Board”). The members Chairman of the Board shall be “managers” within the meaning of the Act (it being understoodDirectors, howeveror of another individual, that no Board member shall have the power or authority to bind the Company except as provided in this Agreement and the Securityholders Agreement). Subject to Section 9.2, the Securityholders Agreement and the Board’s right to appoint officers, Managing Persons and other agents of the Company (including an operations manager designated under the Management Services Agreement), the Board shall have full, exclusive and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. (b) The Board shall nominate from time to time a Manager Representative. Such Manager Representative shall be listed as the sole Manager on public documents, such as the Articles of Organization and Annual List of the Secretary of State of Nevada, and shall be authorized to sign as the Manager of the Company in these ministerial instances. The Manager Representative shall have no other power or authority, except as delegated to him or her by the Board. The initial Manager Representative shall be Xxxxxxx X. Cloobeck. (c) Some or all of the day-to-day business and affairs of the Company may be managed by or under the direction of one or more Entities, who need not be Members a director, who holds the title of Chief Executive Officer. The Board of Directors shall choose at any time between the Company, as determined by two forms of general management. The option remains valid until the Board pursuant to a management services agreement to of Directors decides otherwise. Shareholders and third parties shall be executed between the Company and informed of such other Entity choice in accordance with the provisions applicable Law. 2. When the Company's general management is ensured by the Chairman of the Securityholders AgreementBoard of Directors, the following provisions relating to the Chief Executive Officer shall apply to him/her. (d) 3. The Board shall direct, manage and control the business of the Company and, subject to the limitations and qualifications set forth in this Agreement (including Section 11) and the Securityholders Agreement, Chief Executive Officer shall have full and complete authority, the broadest power and discretion to make any and act in the Company's name in all decisions and to do any and all things which circumstances. He/she shall exercise such powers within the Board shall deem to be reasonably required in light scope of the Company’s business corporate purpose and objectivessubject to the powers expressly granted by Law to the Shareholders' Meetings and to the Board of Directors. Without limiting The Chief Executive Officer shall represent the generality Company vis-à-vis third parties and before courts of law. 4. The Board of Directors shall determine the compensation and term of office of the foregoingChief Executive Officer, which may not exceed, if applicable, that of his/her term of office as a director. 5. At the request of the Chief Executive Officer, the Board of Directors may appoint, in accordance with the Law, one or more individuals charged with assisting the Chief Executive Officer, with the title of Vice-Chief Executive Officer (Directeur Général Délégué). With the consent of the Chief Executive Officer the Board of Directors shall determine the scope of the powers entrusted to the Vice-Chief Executive Officer and the term of his/her office, which may not exceed, if applicable, that of his/her office as a director. The Vice-Chief Executive Officer shall have, vis-à-vis third parties, the same powers as the Chief Executive Officer. 6. The Chief Executive Officer and the Vice-Chief Executive Officers shall have power and authority (subject the ability to partly substitute in their powers as many representatives as they deem necessary, within the restrictions limits set forth in by the Securityholders Agreement) to:applicable Law. (i) acquire property from any Person as the Board may determine; (ii) establish policies for investment and invest Company funds (by way of example but not limitation, in time deposits, short term governmental obligations, commercial paper or other investments); (iii) make distributions of available cash to Members; (iv) employ accountants, legal counsel, managers, managing agents or other experts or consultants to perform services for the Company with compensation from Company funds; (v) enter into any transaction on behalf 7. The duties of the Company involving the incurrence of any indebtedness or the hypothecation, encumbrance, or granting of a security interest or lien Chief Executive Officer and Vice-Chief Executive Officers shall end no later than upon any Company Property; (vi) purchase liability and other insurance to protect the Company’s Property and business; (vii) organize Entities to serve as the Company’s subsidiaries and to determine the form and structure thereof; (viii) establish committees; delegate management decisions thereto; appoint members adjournment of the Board thereto and remove members Shareholders' Meeting reviewing the financial statements of the Board therefrom; (ix) establish offices fiscal year during which they reach the age of President, Vice President, Secretary and Treasurer; delegate to such offices daily management and operational responsibilities; appoint Persons to act as members of such office and remove Persons therefrom; and (x) establish reasonable payments or salaries to Persons appointed as officers68.