Common use of Management by Board of Directors Clause in Contracts

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights.

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining Extraordinary Approval, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) – (v) of this Section 7.01(b).

Management by Board of Directors. (a) The overall management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers control of the Company shall be exercised by or under the authority ofof the board of directors (the “Board” and, and each member of the Board, a “Director”) as provided in this Article VII. A Director shall be deemed to be a “manager” within the meaning of the Act. The Board shall be exclusively vested with all management powers over the business and affairs of the Company except as otherwise expressly provided in this Agreement or by non-waivable provisions of applicable Law. Except as expressly provided herein or as is otherwise required by Law, no Member, in its capacity as a Member, shall be managed under have any management power over the direction of, business and affairs of the Members, who shall make all decisions and take all actions for Company or actual or apparent authority to enter into contracts on behalf of the Company. (b) The Members Board shall have the power be comprised of four Directors, two of whom shall be designated by each of Holdings and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairsSPOC, or any portion thereof, of the Company, including to delegate to agents, officers and employees of in each case so long as such entity remains a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons.Member. The Persons initially serving as Directors are as follows: Holdings: [·] [·] SPOC: [·] [·] (c) The Members have heretofore delegated, and hereby expressly Each Director shall continue to delegate to serve in such capacity until his resignation, death or removal. A Director shall serve at the Board of Directors pleasure of the Company (the “Board”), to the fullest extent permitted under this Agreement Member that appointed such Director and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either at any time with or without causecause by, and only by, the Member that is entitled to appoint such Person. (d) In the event of a vacancy on the Board, the Member entitled pursuant to Section 7.1(b) to appoint the Director in respect of which such vacancy occurred may appoint a Person to fill such vacancy. (e) After the date hereof, Members entitled to appoint Directors may appoint such Persons by providing written notice thereof to the other Members and the Company, which notice shall state the effective date of any such appointment. (f) A Director may resign at any time by giving written notice to the Company and the Member that appointed such Director. Such resignation shall be in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the Board and any vacancy occurring in any office Company. The acceptance of the Company may be filled by the Board. Designation of an officer a resignation shall not of itself create contract rightsbe necessary to make it effective unless expressly so provided in the resignation.

Management by Board of Directors. (a) The Except as otherwise set forth herein, the management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The Except as otherwise set forth herein, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, delegated to and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining approval of WGR as the sole Member, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its creditors, (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally, or (vi) take various actions similar to those described in any of clauses (i) — (v) of this Section 7.1(d). WESTERN MIDSTREAM HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, delegated to and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining approval of Holdings as the sole Member, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) — (v) of this Section 7.1(d).

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, delegated to and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Western Gas Holdings, LLC Limited Liability Company Agreement Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining approval of Holdings as the sole Member, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) — (v) of this Section 7.1(d).

Management by Board of Directors. (a) The management Except for situations in which the approval of all the Company Directors is fully reserved to expressly required by nonwaivable provisions of applicable law or as otherwise provided in this Agreement, (i) the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company LLC shall be exercised by or under the authority of, and the business and affairs of the Company LLC shall be managed under the direction of, a supervisory Board of Directors (the Members"Board"), who shall and (ii) subject to the provisions of this Article IV and Article V, a majority of the Board may make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or LLC not otherwise to other Persons. (c) The Members have heretofore delegated, and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under provided in this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the PartnershipAgreement. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as LLC will be conducted by the general partner Officers of the Partnership. Officers are LLC, who will be agents of the LLC. (b) Notwithstanding the foregoing, without the unanimous written consent of the Members, (i) the Board shall not “managers” have authority to take, and the LLC shall not take, any action that has the purpose or effect, either directly or indirectly, of adversely affecting the rights, privileges or obligations of any Member under this Agreement or otherwise, except to the extent any such action affects all of the rights, privileges or obligations of all of the Members on an equal or proportional basis, including, but not limited to, any such actions to: (A) terminate the LLC, including, without limitation, by way of liquidation, dissolution, winding-up, voluntary bankruptcy or insolvency of the LLC; or (B) distribute property or assets (including cash) of the LLC to the Members; and (ii) the Board shall not have authority to take, and the LLC shall not take, any actions to elect for the LLC to be treated as that term is used other than a partnership for federal, and applicable state income tax purposes (except in connection with an underwritten public offering by the LLC of its shares of capital stock pursuant to a registration statement under the 1933 Act on Form S-1 (as defined in the 1933 Act. Any officers who are so designated shall have such titles and authority and perform such duties as )); or (iii) the Board may delegate shall not have authority to them. The salaries take, and the LLC shall not take, any actions to agree or other compensation, if any, commit to agree to do any of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rightsforegoing.

Management by Board of Directors. (a) The overall management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers control of the Company shall be exercised by or under the authority ofof the board of directors (the “Board” and, and each member of the Board, a “Director”) as provided in this Article VII. A Director shall be deemed to be a “manager” within the meaning of the Act. The Board shall be exclusively vested with all management powers over the business and affairs of the Company except as otherwise expressly provided in this Agreement or by non-waivable provisions of applicable Law. Except as expressly provided herein or as is otherwise required by Law, no Member, in its capacity as a Member, shall be managed under have any management power over the direction of, business and affairs of the Members, who shall make all decisions and take all actions for Company or actual or apparent authority to enter into contracts on behalf of the Company. (b) The Members Board shall have the power be comprised of four Directors, two of whom shall be designated by each of Holdings and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairsSPOC, or any portion thereof, of the Company, including to delegate to agents, officers and employees of in each case so long as such entity remains a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons.Member. The Persons initially serving as Directors are as follows: Holdings: Xxxxxx X. Xxxxxxxx SPOC: Xxxxxxxxxxx X. Xxxx (c) The Members have heretofore delegated, and hereby expressly Each Director shall continue to delegate to serve in such capacity until his resignation, death or removal. A Director shall serve at the Board of Directors pleasure of the Company (the “Board”), to the fullest extent permitted under this Agreement Member that appointed such Director and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either at any time with or without causecause by, and only by, the Member that is entitled to appoint such Person. (d) In the event of a vacancy on the Board, the Member entitled pursuant to Section 7.1(b) to appoint the Director in respect of which such vacancy occurred may appoint a Person to fill such vacancy. (e) After the date hereof, Members entitled to appoint Directors may appoint such Persons by providing written notice thereof to the other Members and the Company, which notice shall state the effective date of any such appointment. (f) A Director may resign at any time by giving written notice to the Company and the Member that appointed such Director. Such resignation shall be in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the Board and any vacancy occurring in any office Company. The acceptance of the Company may be filled by the Board. Designation of an officer a resignation shall not of itself create contract rightsbe necessary to make it effective unless expressly so provided in the resignation.

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons Persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Subject to Section 7.1(e) and without limiting the power and authority of the Members have heretofore delegatedto manage the business and affairs of the Company pursuant to the Act and this Agreement, and the Members hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware lawApplicable Law, all of power and authority related to the Company’s power and authority to manage management and control of the business and affairs of the Partnership. The number Partnership Group. (d) Notwithstanding anything in this Agreement to the contrary, without obtaining approval of directors constituting the Board Board, the Company shall not take any action to cause any Group Member to take any of the following actions: (i) engage in, or consent to any amendment, amendment and restatement, supplement, termination or other modification of, grant any waiver or consent under, or assign any of the rights or obligations of the of any Group Member under any contract or other agreement or instrument relating to any transaction with any Member or any Affiliate of a Member or the Company (other than any Group Member); (ii) enter into any hedging transactions that are not in compliance with FAS 133; (iii) to the fullest extent permitted by Applicable Law, voluntarily liquidate, wind-up or dissolve the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary; (iv) make any election to be fixed classified as other than a partnership or a disregarded entity for U.S. federal income tax purposes; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming any Group Member or otherwise seek, with respect to any Group Member, such relief from time debtors or protection from creditors generally; (vi) sell all or substantially all of the assets of the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary; (vii) merge, consolidate or convert the organizational form of the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary, as set forth more fully in Section 13.2; (viii) enter into or consent to time pursuant any amendment, amendment and restatement, supplement, termination or other modification of, grant any waiver or consent under, or assign any of its rights or obligations under, any Material Agreement; (ix) incur Indebtedness exceeding $50,000, or such other threshold amount established by the Board; (x) appoint, employ, or otherwise engage any Officer or employee with the designation of “senior vice president” (or any person serving in a capacity senior to a resolution adopted by senior vice president); (xi) authorize or permit any Group Member to make or provide, or to enter into any binding commitment to make or provide, any investment (whether in the form of debt or equity or otherwise) in any Person; (xii) issue additional equity securities or other interests of any kind (including any instruments convertible or exchangeable into equity securities or other interests); or (xiii) take various actions similar to those described in any of clauses (i) through (x) of this Section 7.1(d). (e) Notwithstanding anything in this Agreement to the contrary, without obtaining approval of Members representing a Majority Interest. The initial Directors , the Board shall not, and shall not take any action to cause any Group Member to (i) take any of the Company actions set forth in office at clauses (i) through (vii) of Section 7.01(d) or (ii) effect any material amendment or modification to this Agreement. Notwithstanding anything in this Agreement to the date of contrary, for so long as Emerge Holdings is a Member, its approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries any action or other compensation, if any, of the officers of the Company matter described in this Section 7.1(e) shall be fixed evidenced by the Board. Any officer may be removed as such, either with or without cause, a resolution duly adopted by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation Managers of an officer shall not of itself create contract rightsEmerge Holdings.

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons Persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Subject to Section 7.1(e) and without limiting the power and authority of the Members have heretofore delegatedto manage the business and affairs of the Company pursuant to the Act and this Agreement, and the Members hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware lawApplicable Law, all of power and authority related to the Company’s power and authority to manage management and control of the business and affairs of the Partnership. The number Partnership Group. (d) Notwithstanding anything in this Agreement to the contrary, without obtaining approval of directors constituting the Board Board, the Company shall not take any action to cause any Group Member to take any of the following actions: (i) engage in, or consent to any amendment, amendment and restatement, supplement, termination or other modification of, grant any waiver or consent under, or assign any of the rights or obligations of any Group Member under any contract or other agreement or instrument relating to any transaction with any Member or any Affiliate of a Member or the Company (other than any Group Member); (ii) enter into any hedging transactions that are not in compliance with FAS 133; (iii) to the fullest extent permitted by Applicable Law, voluntarily liquidate, wind-up or dissolve the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary; (iv) make any election to be fixed classified as other than a partnership or a disregarded entity for U.S. federal income tax purposes; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming any Group Member or otherwise seek, with respect to any Group Member, such relief from time debtors or protection from creditors generally; (vi) sell all or substantially all of the assets of the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary; (vii) merge, consolidate or convert the organizational form of the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary, as set forth more fully in Section 13.2; (viii) enter into or consent to time pursuant any amendment, amendment and restatement, supplement, termination or other modification of, grant any waiver or consent under, or assign any of its rights or obligations under, any Material Agreement; (ix) incur Indebtedness exceeding $50,000, or such other threshold amount established by the Board; (x) appoint, employ, or otherwise engage any Officer or employee with the designation of “senior vice president” (or any person serving in a capacity senior to a resolution adopted by senior vice president); (xi) authorize or permit any Group Member to make or provide, or to enter into any binding commitment to make or provide, any investment (whether in the form of debt or equity or otherwise) in any Person; (xii) issue additional equity securities or other interests of any kind (including any instruments convertible or exchangeable into equity securities or other interests); or (xiii) take various actions similar to those described in any of clauses (i) through (x) of this Section 7.1(d). (e) Notwithstanding anything in this Agreement to the contrary, without obtaining approval of Members representing a Majority Interest. The initial Directors , the Board shall not, and shall not take any action to cause any Group Member to (i) take any of the Company actions set forth in office at clauses (i) through (vii) of Section 7.1(d) or (ii) effect any material amendment or modification to this Agreement. Notwithstanding anything in this Agreement to the date of contrary, for so long as Emerge Holdings is a Member, its approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries any action or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring matter described in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights.this Section 7.1

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons Persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Subject to Section 7.1(e) and without limiting the power and authority of the Members have heretofore delegatedto manage the business and affairs of the Company pursuant to the Act and this Agreement, and the Members hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware lawApplicable Law, all of power and authority related to the Company’s power and authority to manage management and control of the business and affairs of the Partnership. The number Partnership Group. (d) Notwithstanding anything in this Agreement to the contrary, without obtaining approval of directors constituting the Board Board, the Company shall not take any action to cause any Group Member to take any of the following actions: (i) engage in, or consent to any amendment, amendment and restatement, supplement, termination or other modification of, grant any waiver or consent under, or assign any of the rights or obligations of any Group Member under any contract or other agreement or instrument relating to any transaction with any Member or any Affiliate of a Member or the Company (other than any Group Member); (ii) enter into any hedging transactions that are not in compliance with FAS 133; (iii) to the fullest extent permitted by Applicable Law, voluntarily liquidate, wind-up or dissolve the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary; (iv) make any election to be fixed classified as other than a partnership or a disregarded entity for U.S. federal income tax purposes; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming any Group Member or otherwise seek, with respect to any Group Member, such relief from time debtors or protection from creditors generally; (vi) sell all or substantially all of the assets of the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary; (vii) merge, consolidate or convert the organizational form of the Company, the Partnership or any Group Member that constitutes a Significant Subsidiary, as set forth more fully in Section 13.2; (viii) enter into or consent to time pursuant any amendment, amendment and restatement, supplement, termination or other modification of, grant any waiver or consent under, or assign any of its rights or obligations under, any Material Agreement; (ix) incur Indebtedness exceeding $50,000, or such other threshold amount established by the Board; (x) appoint, employ, or otherwise engage any Officer or employee with the designation of “senior vice president” (or any person serving in a capacity senior to a resolution adopted by senior vice president); (xi) authorize or permit any Group Member to make or provide, or to enter into any binding commitment to make or provide, any investment (whether in the form of debt or equity or otherwise) in any Person; (xii) issue additional equity securities or other interests of any kind (including any instruments convertible or exchangeable into equity securities or other interests); or (xiii) take various actions similar to those described in any of clauses (i) through (x) of this Section 7.1(d). (e) Notwithstanding anything in this Agreement to the contrary, without obtaining approval of Members representing a Majority Interest. The initial Directors , the Board shall not, and shall not take any action to cause any Group Member to (i) take any of the Company actions set forth in office at clauses (i) through (vii) of Section 7.1(d) or (ii) effect any material amendment or modification to this Agreement. Notwithstanding anything in this Agreement to the date of contrary, for so long as Emerge Holdings is a Member, its approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries any action or other compensation, if any, of the officers of the Company matter described in this Section 7.1(e) shall be fixed evidenced by the Board. Any officer may be removed as such, either with or without cause, a resolution duly adopted by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation Managers of an officer shall not of itself create contract rightsEmerge Holdings.

Management by Board of Directors. (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights.

Management by Board of Directors. (a) The management and control of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company Limited shall be managed under vested in the direction ofBoard of Directors, who shall exercise such management and control only in accordance with the provisions of this LLC Agreement, including without limitation the procedures established in this Section 4.1 and in Section 4.4. Except as set forth in Section 4.4 and other provisions of this LLC Agreement that expressly require the unanimous consent of the Board of Directors, (i) all decisions to be made by the Board of Directors in connection with the management and control of Limited shall be made in accordance with the procedures established in this Section 4.1, and (ii) all such decisions with respect to the management and control of Limited that are duly authorized by the Board of Directors in such manner shall be binding on Limited and each of the Members. The entire Board of Directors shall consist of five members, three of whom shall be selected by WECC and two of whom shall be selected by Global. Any vacancy in the Board resulting from the death, resignation or other removal of a director shall be filled by the Member who selected such director. The members of the Board of Directors shall be "managers" as defined in Section 18-101(9) of the DLLCA. Notwithstanding any provision contained in this LLC Agreement, the Members recognize and acknowledge that the Members, who shall make all decisions officers and take all actions for the Companyemployees of Limited are not "managers" as so defined. (b) The Members Except as otherwise provided in paragraph (d) of this Section 4.1, the Board shall have act at meetings thereof duly convened and held as provided in this LLC Agreement. A majority of the power and authority to delegate to one or more other persons members of the Members’ rights and power to manage and control entire Board shall constitute a quorum for the transaction of business and affairs, or any portion specified item of business. Except as otherwise set forth in Section 4.4 or any other provisions of this LLC Agreement expressly requiring the unanimous consent of the Board of Directors, the vote of a majority of the members of the entire Board shall be the act of the Board. To facilitate the orderly conduct of meetings of the Board, one of the members thereof shall be selected by such members as Chairman thereof, of and such Chairman or, in his absence, the CompanyPresident, including to delegate to agents, officers and employees of a Member or the Companyshall preside at such meetings, and to delegate by a management agreement with or otherwise to other Personsthe Secretary shall attend such meetings for the purpose of recording the proceedings of such meetings, as provided in Sections 4.2.2, 4.2.3 and 4.2.6. (c) The Members have heretofore delegated, members of the Board may participate in a meeting thereof by means of conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. (d) Any action required or permitted by this LLC Agreement to be taken at a meeting of the Board may be taken without a meeting if all members of the entire Board consent in writing to the adoption of a resolution authorizing the action. Such resolution and hereby expressly continue to delegate to the written consents thereto shall be filed with the minutes of the proceedings of the Board of Directors Directors. (e) The Board may hold meetings, both regular and special, either within or without the State of Delaware. (f) Regular meetings of the Company (the “Board”), to the fullest extent permitted under this Agreement Board may be held without notice at such time and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board at such place as shall be fixed from time to time pursuant to a resolution adopted be determined by Members representing a Majority Interest. The initial Directors unanimous consent of the Company in office at the date Members, but no less frequently than once each calendar quarter. (g) Special meetings of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate be called by either Member on ten days' written notice to them. The salaries or the other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as suchMember, either with personally or without cause, by the Board and any vacancy occurring in any office of the Company may be filled mail or by the Board. Designation of an officer shall not of itself create contract rightsfacsimile transmission.

Management by Board of Directors. (a) The Except as otherwise set forth herein, the management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The Except as otherwise set forth herein, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, delegated to and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the WESTERN GAS HOLDINGS, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining approval of WGP as the sole Member, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its creditors, (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally, or (vi) take various actions similar to those described in any of clauses (i)—(v) of this Section 7.1(d).

Management by Board of Directors. (a) The overall management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers control of the Company shall be exercised by or under the authority ofof the board of directors (the “Board” and, and each member of the Board, a “Director”) as provided in this Article VII. A Director shall be deemed to be a “manager” within the meaning of the Act. The Board shall be exclusively vested with all management powers over the business and affairs of the Company except as otherwise expressly provided in this Agreement or by non-waivable provisions of applicable Law. Except as expressly provided herein or as is otherwise required by Law, no Member, in its capacity as a Member, shall be managed under have any management power over the direction of, business and affairs of the Members, who shall make all decisions and take all actions for Company or actual or apparent authority to enter into contracts on behalf of the Company. (b) The Members Board shall have the power be comprised of four Directors, two of whom shall be designated by each of Holdings and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairsSPOC, or any portion thereof, of the Company, including to delegate to agents, officers and employees of in each case so long as such entity remains a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons.Member. The Persons initially serving as Directors are as follows: Holdings: Xxxxxx X. Xxxxxxxx Xxxx X. Fails SPOC: Xxxxxxxxxxx X. Xxxx Xxxxx X. XxXxxxx (c) The Members have heretofore delegated, and hereby expressly Each Director shall continue to delegate to serve in such capacity until his resignation, death or removal. A Director shall serve at the Board of Directors pleasure of the Company (the “Board”), to the fullest extent permitted under this Agreement Member that appointed such Director and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either at any time with or without causecause by, and only by, the Member that is entitled to appoint such Person. (d) In the event of a vacancy on the Board, the Member entitled pursuant to Section 7.1(b) to appoint the Director in respect of which such vacancy occurred may appoint a Person to fill such vacancy. (e) After the date hereof, Members entitled to appoint Directors may appoint such Persons by providing written notice thereof to the other Members and the Company, which notice shall state the effective date of any such appointment. (f) A Director may resign at any time by giving written notice to the Company and the Member that appointed such Director. Such resignation shall be in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the Board and any vacancy occurring in any office Company. The acceptance of the Company may be filled by the Board. Designation of an officer a resignation shall not of itself create contract rightsbe necessary to make it effective unless expressly so provided in the resignation.

Management by Board of Directors. (a) The Except as otherwise set forth herein, the management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The Except as otherwise set forth herein, the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members have heretofore delegated, delegated to and hereby expressly continue to delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law, all of the Company’s power and authority to manage and control the business and affairs of the Partnership. The number of directors constituting the Board shall be fixed from time to time pursuant to a resolution adopted by Members representing a Majority Interest. The initial Directors of the Company in office at the date of approval of this Agreement are set forth on Exhibit B hereto. The Board may designate one or more other persons to be officers of the Company to assist in carrying out the Board’s decisions and the day-to-day activities of the Company in its role as the general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any officers who are so designated shall have such titles and authority and perform such duties as the Board may delegate to them. The salaries or other compensation, if any, of the officers of the Company shall be fixed by the Board. Any officer may be removed as such, either with or without cause, by the Board and any vacancy occurring in any office of the Company may be filled by the Board. Designation of an officer shall not of itself create contract rights. (d) Notwithstanding anything herein to the contrary, without obtaining approval of WGR as the sole Member, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its creditors, (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally, or