Common use of Management by Board of Directors and Executive Officers Clause in Contracts

Management by Board of Directors and Executive Officers. (a) The business and affairs of the Company shall be fully vested in, and managed by, the Board, subject to the executive officers elected pursuant to Article V hereof. The authority of the Board pursuant to the preceding sentence shall include, without limitation, the authority to approve matters relating to any merger, consolidation or conversion of the Company, sale of all or substantially all of the assets of the Company and the termination, dissolution and liquidation of the Company. The Directors and executive officers shall collectively constitute “managers” of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the executive officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware. The executive officers shall be vested with such powers and duties as are set forth in Article V hereof and as are specified by the Board. Accordingly, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the executive officers who shall be agents of the Company. The authority to increase the Special Member’s Percentage Interest is vested solely in the Board. (b) In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by the Act or Applicable Law. (c) Notwithstanding any other provision of this Agreement, the Company, and the Board on behalf of the Company, shall not amend the Partnership Agreement without the consent of (i) a majority of the Class A Directors and (ii) a majority of the Class B Directors.

Management by Board of Directors and Executive Officers. (a) The business and affairs of the Company shall be fully vested in, and managed by, a Board of Directors (the “Board” or the “Board of Directors”), subject to the executive officers elected pursuant to Article V VI hereof. The authority of the Board pursuant to the preceding sentence shall include, without limitation, the authority to approve matters relating to any merger, consolidation or conversion of the Company, sale of all or substantially all of the assets of the Company and the termination, dissolution and liquidation of the Company. The Directors and executive officers shall collectively constitute “managers” of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the executive officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Corporate Law of the State of Delaware. The executive officers shall be vested with such powers and duties as are set forth in Article V VI hereof and as are specified by the Board. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the executive officers who shall be agents of the Company. The authority to increase the Special Member’s Percentage Interest is vested solely in the Board. (b) In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by the Act or Applicable Law. (c) Notwithstanding any other provision of this Agreement, the Company, and the Board on behalf of the Company, shall not amend the Partnership Agreement without the consent of (i) a majority of the Class A Directors and (ii) a majority of the Class B Directors.

Management by Board of Directors and Executive Officers. (a) The business and affairs of the Company shall be fully vested in, and managed by, the Board, subject to the executive officers elected pursuant to Article V hereof. The authority of the Board pursuant to the preceding sentence shall include, without limitation, the authority to approve matters relating to any merger, consolidation or conversion of the Company, sale of all or substantially all of the assets of the Company and the termination, dissolution and liquidation of the Company. The Directors and executive officers shall collectively constitute “managers” of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the executive officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware. The executive officers shall be vested with such powers and duties as are set forth in Article V hereof and as are specified by the Board. Accordingly, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the executive officers who shall be agents of the Company. The authority to increase the Special Member’s Percentage Interest is vested solely in the Board. (b) In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by the Act or Applicable Law. (c) Notwithstanding any other provision of this Agreement, the Company, and the Board on behalf of the Company, shall not amend the Partnership Agreement without the consent of (i) a majority of the Class A Directors and (ii) a majority of the Class B Directors.

Management by Board of Directors and Executive Officers. (a) The business and affairs of the Company shall be fully vested in, and managed by, the Board, subject to the Board and any executive officers elected pursuant to Article V VIII hereof. The authority of the Board pursuant to the preceding sentence shall include, without limitation, the authority to approve matters relating to any merger, consolidation or conversion of the Company, sale of all or substantially all of the assets of the Company and the termination, dissolution and liquidation of the Company. The Directors and executive officers shall collectively constitute “managers” of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the executive officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporation Law of the State of Delaware. The executive officers shall be vested with such powers and duties as are set forth in Article V VIII hereof and as are specified by the Board. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the executive officers who shall be agents of the Company. The authority to increase the Special Member’s Percentage Interest is vested solely in the Board. (b) In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement, the Act or Applicable Law. . Notwithstanding anything above seeming to the contrary, the Board will not take any action, without approval of the Members with respect to an extraordinary matter that would have, or would reasonably be expected to have, a material effect, directly or indirectly, on the Members’ interests in the Company. The type of extraordinary matter referred to in the prior sentence which requires approval of the Members shall include, but not be limited to the following: (ci) Notwithstanding commencement of any other provision action relating to bankruptcy, insolvency, reorganization or relief of this Agreement, debtors by the Company, and the Board on behalf Partnership or a material subsidiary of either; (ii) a merger, consolidation, recapitalization or similar transaction involving the Company, shall not amend the Partnership Agreement without or a material subsidiary of either; (iii) a sale, exchange or other transfer not in the consent ordinary course of business of a substantial portion of the assets of the Company or the Partnership, viewed in each case on a consolidated basis, in one or a series of related transactions; (iiv) dissolution or liquidation of the Company or the Partnership; (v) a material amendment of the Partnership Agreement; and (vi) a material change in the amount of the quarterly distribution made on the common units of the Partnership or the payment of a material extraordinary distribution. An extraordinary matter will be deemed approved by a Member if the Board receives a written, facsimile or electronic instruction evidencing such approval from the Member or if a majority of the Class A Directors and (ii) directors on the Board, affiliated with the Member, approve such matter. To the fullest extent permitted by law, a majority of Director, acting as such, shall have no duty, responsibility or liability to the Class B DirectorsMembers with respect to any action by the Board approved as required above by the Members.