Common use of Management Authority Clause in Contracts

Management Authority. (a) Except for cases in which the approval of the Member(s) is required by this Agreement or the Act, powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or appropriate to carry out the Company’s business and purposes. The Board shall be the “manager” of the Company for the purposes of the Act. (b) The Board shall be initially comprised of four (4) persons and shall thereafter be comprised of such size to be determined from time to time by the Majority in Interest (each, a “Manager”). The Managers shall be elected by the Majority in Interest. Each Manager shall hold office until a successor is duly elected and qualified or until his death, resignation or removal as provided herein. As of the date hereof, the following individuals shall be the initial members of the Board: Xxxx Xxxx-Sup Xxxx, Xxxxx Moalemzadeh, Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx. (c) The removal from the Board (with or without cause) of any Manager elected hereunder shall be effected by a vote of the Majority in Interest. (d) Any Manager may resign by delivering written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt of such resignation by the Board or at such later date designated therein. (e) A vacancy in any Manager position shall be filled by a vote of the Majority in Interest. (f) The Board may designate any place as the place of meeting for any meeting of the Board. Written (including by facsimile) or telephonic notice to each Manager must be given by the Person calling such meeting at least two business days prior to the scheduled date of the meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If all of the Managers meet at any time and place (including telephonically) and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and any Company action which may be taken at a meeting of the Board may be taken at such meeting. (g) At any meeting of the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, any Manager present at such meeting in person, by proxy or by telephone shall have the power to adjourn such meeting until a quorum shall be constituted. Each Manager shall be entitled to one vote upon any matter submitted to a vote at a meeting of the Board. Unless otherwise required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers. (h) Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto in a writing setting forth the action so taken and signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting. (i) The Board may appoint such officers, to such terms and to perform such functions as the Board shall determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Board may from time to time deem appropriate in its sole discretion. (j) When the taking of such action has been authorized by the Board, any officer of the Company or any other person specifically authorized by the Board may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are no Member(s) or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.

Management Authority. (a) Except for cases in which the approval of the Member(s) Members is required by this Agreement or the Act, powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or appropriate to carry out the Company’s business and purposes. The Board shall be the “manager” of the Company for the purposes of the Act. (b) The Board shall be initially comprised of four (4) seven persons and shall thereafter be comprised of such size to be determined from time to time by the Majority in Interest Board (each, a “Manager”). The Managers shall be elected by the Majority in Interest. Each Manager shall hold office until a successor is duly elected and qualified or until his death, resignation or removal as provided herein. As of the date hereof, the following individuals shall be the initial members of the Board: Xxxx Xxxx-Sup Xxxxx X. Xxxxxx, Xxxxxx X. Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxx Xxxx, Xxxxx Moalemzadeh, Xxxxxxx X. Xxxxxxx Xxxxxx and Xxxxxxx X. Xxxxx Xxxxxxxx. (c) The removal from the Board (with or without cause) of any Manager elected hereunder shall be effected by a vote of the Majority in InterestMembers holding a majority of the Common Units entitled to vote. (d) Any Manager may resign by delivering written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt of such resignation by the Board or at such later date designated therein. (e) A vacancy in any Manager position shall be filled by a vote of the Majority in InterestMembers holding a majority of the Common Units entitled to vote. (f) The Board may designate any place as the place of meeting for any meeting of the Board. Written (including by facsimile) or telephonic notice to each Manager must be given by the Person calling such meeting at least two business days prior to the scheduled date of the meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If all of the Managers meet at any time and place (including telephonically) and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and any Company action which may be taken at a meeting of the Board may be taken at such meeting. (g) At any meeting of the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, any Manager present at such meeting in person, by proxy or by telephone shall have the power to adjourn such meeting until a quorum shall be constituted. Each Manager shall be entitled to one vote upon any matter submitted to a vote at a meeting of the Board. Unless otherwise required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers. (h) Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto in a writing setting forth the action so taken and signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting. (i) The Board may appoint such officers, to such terms and to perform such functions as the Board shall determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Board may from time to time deem appropriate in its sole discretion. (j) When the taking of such action has been authorized by the Board, any officer of the Company or any other person specifically authorized by the Board may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are no Member(s) Members or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.

Management Authority. (a) Except for cases in which the approval of the Member(s) is required by this Agreement or the Act, powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or appropriate to carry out the Company’s business and purposes. The Board shall be the “manager” of the Company for the purposes of the Act. (b) The Board shall be initially comprised of four (4) persons and shall thereafter be comprised of such size to be determined from time to time by the Majority in Interest (each, a “Manager”). The Managers shall be elected by the Majority in Interest. Each Manager shall hold office until a successor is duly elected and qualified or until his death, resignation or removal as provided herein. As of the date hereof, the following individuals shall be the initial members of the Board: Xxxx Xxxx-Sup Xxxx, Xxxxx Moalemzadeh, Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx. (c) The removal from the Board (with or without cause) of any Manager elected hereunder shall be effected by a vote of the Majority in Interest. (d) Any Manager may resign by delivering written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt of such resignation by the Board or at such later date designated therein. (e) A vacancy in any Manager position shall be filled by a vote of the Majority in Interest. (f) The Board may designate any place as the place of meeting for any meeting of the Board. Written (including by facsimile) or telephonic notice to each Manager must be given by the Person calling such meeting at least two business days prior to the scheduled date of the meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If all of the Managers meet at any time and place (including telephonically) and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and any Company action which may be taken at a meeting of the Board may be taken at such meeting. (g) At any meeting of the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, any Manager present at such meeting in person, by proxy or by telephone shall have the power to adjourn such meeting until a quorum shall be constituted. Each Manager shall be entitled to one vote upon any matter submitted to a vote at a meeting of the Board. Unless otherwise required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers. (h) Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto in a writing setting forth the action so taken and signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting. (i) The Board may appoint such officers, to such terms and to perform such functions as the Board shall determine in its sole discretion. , The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Board may from time to time deem appropriate in its sole discretion. (j) When the taking of such action has been authorized by the Board, any officer of the Company or any other person specifically authorized by the Board may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are no Member(s) or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.

Management Authority. (a) Except for cases in which the approval of the Member(s) is required by this Agreement or the Act, powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or appropriate to carry out the Company’s business and purposes. The Board shall be the “manager” of the Company for the purposes of the Act. (b) The Board shall be initially comprised of four (4) persons and shall thereafter be comprised of such size to be determined from time to time by the Majority in Interest (each, a “Manager”). The Managers shall be elected by the Majority in Interest. Each Manager shall hold office until a successor is duly elected and qualified or until his death, resignation or removal as provided herein. As of the date hereof, the following individuals shall be the initial members of the Board: Xxxx Xxxx-Sup Xxxx, Xxxxx Moalemzadeh, Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx. (c) The removal from froth the Board (with or without cause) of any Manager elected hereunder shall be effected by a vote of the Majority in Interest. (d) Any Manager may resign by delivering written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt of such resignation by the Board or at such later date designated therein. (e) A vacancy in any Manager position shall be filled by a vote of the Majority in Interest. (f) The Board may designate any place as the place of meeting for any meeting of the Board. Written (including by facsimile) or telephonic notice to each Manager must be given by the Person calling such meeting at least two business days prior to the scheduled date of the meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If all of the Managers meet at any time and place (including telephonically) and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and any Company action which may be taken at a meeting of the Board may be taken at such meeting. (g) At any meeting of the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, any Manager present at such meeting in person, by proxy or by telephone shall have the power to adjourn such meeting until a quorum shall be constituted. Each Manager shall be entitled to one vote upon any matter submitted to a vote at a meeting of the Board. Unless otherwise required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers. (h) Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto in a writing setting forth the action so taken and signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting. (i) The Board may appoint such officers, to such terms and to perform such functions as the Board shall determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Board may from time to time deem appropriate in its sole discretion. (j) When the taking of such action has been authorized by the Board, any officer of the Company or any other person specifically authorized by the Board may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when there are no Member(s) or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.

Management Authority. (a) Except for cases in which the approval of the Member(s) is required by this Agreement or the Act, powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by and under the direction of, the Board, and the Board shall make all decisions and take all actions for the Company which are necessary or appropriate to carry out the Company’s business and purposes. The Board shall be the “manager” of the Company for the purposes of the Act. (b) The Board shall be initially comprised of four (4) persons and shall thereafter be comprised of such size to be determined from time to time by the Majority in Interest (each, a “Manager”). The Managers shall be elected by the Majority in Interest. Each Manager shall hold office until a successor is duly elected and qualified or until his death, resignation or removal as provided herein. As of the date hereof, the following individuals shall be the initial members of the Board: Xxxx Xxxx-Sup Xxxx, Xxxxx Moalemzadeh, Xxxxxxx X. Xxxxxxx and Xxxxxxx X. Xxxxxxxx. (c) The removal from the Board (with or without cause) of any Manager elected hereunder shall be effected by a vote of the Majority in Interest. (d) Any Manager may resign by delivering written resignation to the Company at the Company’s principal office addressed to the Board. Such resignation shall be effective upon receipt of such resignation by the Board or at such later date designated therein. (e) A vacancy in any Manager position shall be filled by a vote of the Majority in Interest. (f) The Board may designate any place as the place of meeting for any meeting of the Board. Written (including by facsimile) or telephonic notice to each Manager must be given by the Person calling such meeting at least two business days prior to the scheduled date of the meeting. Attendance of a Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Manager attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened. If all of the Managers meet at any time and place (including telephonically) and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and any Company action which may be taken at a meeting of the Board may be taken at such meeting. (g) At any meeting of the Board, a majority of the elected Managers must be present to constitute a quorum for the transaction of any business which may be taken at such a meeting. In the absence of a quorum, any Manager present at such meeting in person, by proxy or by telephone shall have the power to adjourn such meeting until a quorum shall be constituted. Each Manager shall be entitled to one vote upon any matter submitted to a vote at a meeting of the Board. Unless otherwise required by the Act or this Agreement, the affirmative vote of a majority of the elected Managers shall be the act of the Board, and no single Manager, in his or her capacity as such, may make any decisions or take any actions on behalf of the Company without the affirmative vote of a majority of the elected Managers. (h) Any action required to be, or which may be, taken by the Board may be taken without a meeting if consented thereto in a writing setting forth the action so taken and signed by a majority of the Managers. Such consent shall have the same force and effect as a vote of a majority of the elected Managers at a meeting of the Board, and the execution of such consent shall constitute attendance or presence in person at a meeting of the Board. Managers may participate in any meeting of the Board through telephonic or similar communications equipment by means of which all Managers participating in the meeting can hear one another, and such participation shall constitute presence in person at such meeting. (i) The Board may appoint such officers, to such terms and to perform such functions as the Board shall determine in its sole discretion. The Board may appoint, employ or otherwise contract with such other persons or entities for the transaction of the business of the Company or the performance of services for or on behalf of the Company as it shall determine in its sole discretion. The Board may delegate to any such officer, person or entity such authority to act on behalf of the Company as the Board may from time to time deem appropriate in its sole discretion. (j) When the taking of such action has been authorized by the Board, any officer of the Company or any other person specifically authorized by the Board may execute any contract or other agreement or document on behalf of the Company and may execute and file on behalf of the Company with the Secretary of State of the State of Delaware any certificates of amendment to the Certificate of Formation, certificates of merger or consolidation and, upon the dissolution and completion of winding up of the Company, at any time when When there are no Member(s) or as otherwise provided in the Act, a certificate of cancellation canceling the Certificate of Formation.