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. 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:
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. 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 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:
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 the material facts as to such Manager’s interest in such contract or other transaction, and as to any such common managership, officership, directorship, or financial interest, are disclosed in good faith or known to the Member, and such contract or other transaction is approved in writing by the Member. If such good faith disclosure of the material facts as to the Manager’s interest in such contract or other transaction, and as to any such common managership, officership, directorship, or financial interest, is made to the Member, or such material facts were known to the Member, such contract or other transaction may not be avoided by the Company for the reasons set forth above. If there was no such disclosure or knowledge, the Company may avoid such contract or other transaction.
Interested Managers. 12 7.15. Compensation...........................................12 7.16.
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. 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. 21 6.6 Officers 22 6.7 Reimbursements................................................ 22 6.8
