Interested Managers. No contract or other transaction between the Company and a Manager, or between the Company and any other Person in which a Manager is a Manager, officer, or director, or has a substantial financial interest, shall be either void or voidable if such contract or transaction is approved by or consented to by the other Manager, or was fair and reasonable to the Company.
Interested Managers. By executing this Agreement each of the Class A Members hereby expressly acknowledges each of the Manager’s financial interest in Cxxxxxx Financial and acknowledges that the Fees to be paid to Cxxxxxx Financial pursuant to Section 6 of this Agreement are fair to the Company and the Class A Members in all material respects.
Interested Managers. No contract or transaction between the Company and one or more of its Managers or officers, or between the Company and any other corporation, partnership, association, or other organization in which one (1) or more of its Managers or officers are members, managers, shareholders, partners, officers or directors or have a financial interest, shall be void or voidable solely for this reason, or solely because the Manager or officer is present at or participates in the meeting of the Board of Managers or committee thereof that authorizes the contract or transaction by the vote otherwise required for such authorization hereunder, or solely because his or its or their votes are counted for such purpose, if:
(i) The material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Managers or the committee, and the Board of Managers or the committee in good faith authorizes the contract or transaction by the affirmative vote of a majority of the disinterested Managers or committee members, even though the disinterested Managers or committee members be less than a quorum;
(ii) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Members; or
(iii) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified by the Board of Managers, a committee thereof or the Members. Interested Managers may be counted in determining the presence of a quorum at a meeting of the Board of Managers or committee thereof that authorizes the contract or transaction.
Interested Managers. A Manager who is directly or indirectly a party to a contract or transaction with the Company, or is a director or officer of or has a financial interest in any other corporation, limited liability company, partnership, association or other organization which is a party to a contract or transaction with the Company, may be counted in determining whether a quorum is present at any meeting of the Board of Managers or a committee thereof at which such contract or transaction is considered or authorized, and such Manager may participate in such meeting and vote on such authorization to the extent permitted by applicable law.
Interested Managers. No contract or transaction between the Company and one or more of its Managers or the Members, or between the Company and any other corporation, partnership, association, or other organization in which one or more of the Company’s Managers or the Members are managers or members or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the Manager or Member is present at or participates in the meeting of the Board which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if:
(i) the material facts as to the relationship or interest and as to the contract or transaction are disclosed or are known to the Board, and the Board in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested Managers, even though the disinterested Managers be less than a quorum;
(ii) the material facts as to his relationship or interest and as to the contract or transaction are disclosed or are known to the Members entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Members; or
(iii) the contract or transaction is fair as to the Company as of the time it is authorized, approved or ratified, by the Board or the Members.
Interested Managers. No contract or transaction between the Company and one or more of its managers or officers, or between the Company and any other corporation, partnership, association, or other entity in which one or more of its directors, officers or equity owners are managers, officers, directors or equity owners shall be void or voidable solely for this reason, or solely because the manager or officer is present at or participates in the meeting of the Managers which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if (i) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Managers and the Managers in good faith authorize the contract or transaction by the affirmative votes of a majority of the disinterested Managers, even though the disinterested Managers be less than a quorum; or (ii) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Shareholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the Shareholders not interested in the contract or transaction; or (iii) the contract or transaction is fair as to the Company and the Shareholders as of the time it is authorized, approved or ratified by the Managers or the Shareholders. Common or interested Managers may be counted in determining the presence of a quorum at a meeting of the Managers which authorizes the contract or transaction.
Interested Managers. 19 Section 9.11. The Advisory Committee.......................................................................19 Section 9.12. Operating Committee..........................................................................20 Section 9.13. Other Committees.............................................................................21 Section 9.14. Procedure, Meetings, Quorum of Committees....................................................21 X. NOTICES.....................................................................................................21 Section 10.1. Methods of Giving Notice.....................................................................21 Section 10.2. Waiver of Notice.............................................................................21 Section 10.3. Attendance as Waiver.........................................................................21 XI. OFFICERS....................................................................................................22 Section 11.1. Officers.....................................................................................22 Section 11.2. Election and Qualification...................................................................22 Section 11.3. Salaries.....................................................................................22 Section 11.4. Term, Removal and Vacancies..................................................................22 Section 11.5. Chief Executive Officer......................................................................22 Section 11.6. Chief Operating Officer......................................................................22 Section 11.7. Chief Financial Officer......................................................................23
Interested Managers. Notwithstanding anything contained in this Agreement to the contrary, a contract or other transaction between the Company and a Manager, an Affiliate of a Manager or a Person in which a Manager has a substantial financial interest shall not be void or voidable for such reason alone or because such Manager was present at the meeting approving such contract or transaction and its vote counted for such purpose, if the material facts with respect to the Manager’s interest in such contract or transaction are disclosed in good faith or known to:
Interested Managers. 21 6.6 Officers 22 6.7 Reimbursements................................................ 22 6.8
Interested Managers. (a) No contract or other transaction between the Company and one or more of the Members or members of the Board of Managers or between the Company and any other Person in which one or more of the Members or members of the Board of Managers are managers, directors or officers or have a substantial financial interest, shall be either void or voidable for this reason alone or by reason alone that such Member or member of the Board of Managers were present at a meeting of the Members or the Board of Managers which approved such contract or transaction, or that his or her or their votes were counted for such purposes:
(i) if the material facts as to such Person's interest in such contract or transaction and as to any such common managership, directorship, officership or financial interest are disclosed in good faith or known to the other members of the Board of Managers, and the Board of Managers approves such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested member of the Board of Managers or, if the votes of the disinterested members of the Board of Managers are insufficient to constitute an act of the Board of Managers pursuant to the terms hereof, by unanimous vote of the disinterested members of the Board of Managers, as the case may be; or
(ii) if the material facts as to such Person's interest in such contract or transaction and as to any such common managership, directorship, officership or financial interest are disclosed in good faith or known to the Members entitled to vote thereon, and -21- such contract or transaction is approved by the unanimous vote of the Members entitled to vote thereon.
(b) Common or interested members of the Board of Managers or Members may be counted in determining the presence of a quorum at a meeting of the Board of Managers or Members that approves any such contract or transaction.
