Common use of Management by Board of Managers Clause in Contracts

Management by Board of Managers. Subject to the provisions of the Act and any limitations in this Agreement as to action to be authorized or approved by the Members, all management powers over the business and affairs of the Company shall be exclusively vested in a board of managers (the "Board of Managers"). Collectively, members of the Board of Managers (each, a "Manager") shall constitute "managers" of the Company within the meaning of the Act. The Board of Managers on the Effective Date shall be the Persons set forth in Exhibit 5.1 hereto. The Board of Managers may delegate certain of its powers to officers (the "Officers"), who shall be agents of the Company. The Members, by virtue of their status as members of the Company, shall not have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Managers and of the Officers shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board of Managers, and the day-to-day activities of the Company shall be conducted on the Company's behalf by the Officers. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Managers (subject to Section 5.2 of this Agreement) and the Officers (subject to Section 5.3 of this Agreement and the direction of the Board of Managers) shall have full power and authority to do all things on such terms as they, in their Sole Discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company.

Management by Board of Managers. (i) Subject to such matters which are expressly reserved hereunder, under the provisions Act, under the Banking Law or under that certain Fourth Amended and Restated Shareholders Agreement, dated as of June 20, 2014, as amended from time to time, among the Act Shareholders of Armor Holdco, Inc. and any limitations in this Agreement as to action to be authorized or approved by the MembersArmor Holdco, all management powers over the business and affairs of the Company shall be exclusively vested in a board of managers Inc. (the "Board of Managers"). Collectively, members of the Board of Managers (each, a "Manager") shall constitute "managers" of the Company within the meaning of the Act. The Board of Managers on the Effective Date shall be the Persons set forth in Exhibit 5.1 hereto. The Board of Managers may delegate certain of its powers to officers (the "Officers"“Shareholders Agreement”), who shall be agents of the Company. The Members, by virtue of their status as members of the Company, shall not have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Managers and of the Officers shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this AgreementMember for decision, the business and affairs of the Company shall be managed under by a board of managers (the “Board”), which shall be responsible for policy setting, approving the overall direction of the Board of Managers, Company and the day-to-day activities of the Company shall be conducted on the Company's behalf by the Officers. In addition to the powers that now or hereafter can be granted to managers under the Act and to making all other powers granted under any other provision of this Agreement, the Board of Managers (subject to Section 5.2 of this Agreement) and the Officers (subject to Section 5.3 of this Agreement and the direction of the Board of Managers) shall have full power and authority to do all things on such terms as they, in their Sole Discretion, may deem necessary or appropriate to conduct, or cause to be conducted, decisions affecting the business and affairs of the Company. In accordance with Section 7002 of the Banking Law, the Board shall consist of seven (7) to fifteen (15) individuals (the “Managers”). Such Managers shall be determined from time to time by resolution of the Member in accordance with Section 4.2 of the Shareholders Agreement. (ii) Each Manager shall be elected by the Member and shall serve until his or her successor has been duly elected and qualified, or until his or her earlier removal, resignation, death or disability. Subject to the provisions of clause (iii) below, the Member may remove any Manager from the Board or from any other capacity with the Company at any time, with or without cause. A Manager may resign at any time upon written notice to the Member. (iii) The Member may take all actions that it deems necessary to cause the Board to consist of the same managers who serve on the Member’s Board; provided that, subject to Article 3(a)(i), the number of independent directors who serve on the Board may be greater or less than the number of independent directors who serve on the Member’s Board; provided, further, that in no event shall the Board be composed of less than three (3) independent directors. Accordingly, if any person who is a member of the Members’ Board ceases to be a member of such board for any reason, the Member may take such action as is necessary to remove such person from the Board and elect to the Board the person appointed to the Member’s Board in place of such person. (iv) Any vacancy occurring on the Board as a result of the resignation, removal, death or disability of a Manager or an increase in the size of the Board shall be filled by the Member. A Manager chosen to fill a vacancy resulting from the resignation, removal, death or disability of a Manager shall serve the unexpired term of his or her predecessor in office.

Management by Board of Managers. Subject 2.1.1 The management of the Company is fully reserved to the provisions of Member, and the Act and any limitations Company shall not have “managers” as that term is used in this Agreement as to action to be authorized or approved by the Members, all management Act. The powers over the business and affairs of the Company shall be exclusively vested in a board of managers (exercised by or under the "Board of Managers"). Collectively, members of the Board of Managers (each, a "Manager") shall constitute "managers" of the Company within the meaning of the Act. The Board of Managers on the Effective Date shall be the Persons set forth in Exhibit 5.1 hereto. The Board of Managers may delegate certain of its powers to officers (the "Officers"), who shall be agents of the Company. The Members, by virtue of their status as members of the Company, shall not have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Managers and of the Officers shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of, the Member, which, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. 2.1.2 The Member shall have the power and authority to delegate to one or more other persons the Member’s rights and power to manage and control the business and affairs, or any portion thereof, of the Board Company, including to delegate to agents, officers and employees of Managersa Member or the Company, and the day-to-day activities of the Company shall be conducted on the Company's behalf to delegate by the Officers. In addition a management agreement with or otherwise to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of persons. 2.1.3 Except as otherwise set forth in this Agreement, the Member hereby delegates to the Board of Managers of the Company (the “Board” and each such member, a “Manager”), to the fullest extent permitted under this Agreement and Delaware law and subject to Section 5.2 of this Agreement) and the Officers (subject to Section 5.3 of this Agreement and the direction of the Board of Managers) shall have full 2.1.4, all power and authority related to do all things on such terms as they, in their Sole Discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the Company’s management and control of the business and affairs of the Company. 2.1.4 Notwithstanding anything herein to the contrary, without obtaining approval of the Member, the Board shall not, and shall not take any action to cause the Company to, (i) sell all or substantially all of the assets of the Company, (ii) merge or consolidate, (iii) to the fullest extent permitted by applicable law, 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 U.S. Bankruptcy Code naming the Company, as applicable, or otherwise seek, with respect to the Company, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) through (v) of this Section 2.1.4.

Management by Board of Managers. Subject to the provisions of the Act and any limitations in this Agreement as to action to be authorized or approved by the Members, all management powers over the business and affairs Management of the Company shall be exclusively vested in a board group of managers (individuals, which group is referred to in this Agreement as the "“Board of Managers"). Collectively, members ”; each member of the Board of Managers (each, is referred to in this Agreement as a "“Manager") shall constitute "managers" of the Company within the meaning of the Act”. The Board of Managers on hereby is vested with the Effective Date shall be powers and authority of a “manager” as defined in the Persons set forth in Exhibit 5.1 heretoDLLC Act. The To the extent permitted by applicable law, the Board of Managers may delegate certain of its powers to officers (the "Officers"), who shall be agents authorized to act on behalf of and to bind the Company in all respects, without any further consent, vote or approval by the Members, except to the extent expressly provided otherwise below in this Section 2.1. The Members shall have no authority to bind the Company. The Members, by virtue of their status as members of the Company, shall not have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions powers of the Board of Managers and of the Officers shall be identical to include, but are not limited to, the authority to: (a) negotiate, complete, execute and functions of the board of directors deliver, and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs to delegate to officers of the Company or others the authority to negotiate, complete, execute and deliver, any and all agreements, deeds, instruments, receipts, certificates and other documents in the name and on behalf of the Company as the Board of Managers shall consider necessary or advisable in connection with the management or business of the Company; provided, however, that in the absence of any action by the Board of Managers to the contrary, the signatures of all Managers shall be managed under necessary (and sufficient) to constitute an execution of such agreement, deed, instrument, receipt, certificate or other document in the direction name and on behalf of and be binding upon the Company; and (b) employ, at the Company’s expense, such agents or third parties in connection with the management or operation of the business of the Company as the Board of Managers shall deem appropriate; The Members agree that (i) all determinations, decisions and actions made or taken by the Board of Managers shall be conclusive and absolutely binding upon the Company, the Members and their respective successors, assigns and personal representatives and (ii) persons dealing with the Company are entitled to rely conclusively upon the power and authority of the Board of Managers, and the day-to-day activities of the Company shall be conducted on the Company's behalf by the Officers. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Managers (subject to Section 5.2 of this Agreement) and the Officers (subject to Section 5.3 of this Agreement and the direction of the Board of Managers) shall have full power and authority to do all things on such terms as they, in their Sole Discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company.

Management by Board of Managers. (a) Subject to Section 10.02(c) below, the provisions management of the Act and any limitations in this Agreement as to action to be authorized or approved by the Members, all management powers over the business and affairs of the Company shall be exclusively vested in the sole and complete responsibility of a board of managers (the "“Board of Managers"”). Collectively, members of the Board of Managers No Member (each, other than a "Manager") shall constitute "managers" take part in, or interfere in any manner with, the management, conduct or control of the Company within the meaning of the Act. The Board of Managers on the Effective Date shall be the Persons set forth in Exhibit 5.1 hereto. The Board of Managers may delegate certain of its powers to officers (the "Officers"), who shall be agents of the Company. The Members, by virtue of their status as members of the Company, shall not have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as otherwise No Member (other than a Manager or a Member specifically provided in this Agreement, the authority and functions of the Board of Managers and of the Officers shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board of Managers, and the day-to-day activities of the Company shall be conducted on the Company's behalf designated by the Officers. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Managers (subject to Section 5.2 of this Agreement) and the Officers (subject to Section 5.3 of this Agreement and the direction of the Board of Managers) shall have full any right or authority to act for or bind the Company. Except as otherwise expressly provided herein, all actions of the Board of Managers shall require the consent of a majority of the Managers. Except as otherwise expressly provided herein, an officer designated under Section 10.02(c) shall have the right or authority to act for or bind the Company only upon the unanimous consent of the Managers. Upon the unanimous consent of the Managers, the Managers may designate any Manager to act for the Managers. Subject to the provisions of Sections 4.03 and 5.01 above, the Board of Managers shall also have the sole right to determine whether the Company shall exercise any option to purchase any Membership Interests under Section 4.03 above and the rights of the Company under Section 5.01 above. (b) If at any meeting of the Board of Managers, the Managers are unable to reach a decision as to any issue submitted for consideration by the Board of Managers at such meeting (a "Deadlock"), the issue shall be ultimately decided in the sole discretion of Xxxxxx Xxxxx. (c) Whenever in this Agreement or elsewhere it is provided that consent is required of, or a demand shall be made by, or an act or thing shall be done by or at the direction of the Company, or whenever any words of like import are used, all such consents, demands, acts and things are to be made, given or done by the Board of Managers, unless a contrary intention is expressly indicated in this Agreement. (d) The Board of Managers may delegate the right, power and authority to do all things on such terms as theymanage the day-to-day business, in their Sole Discretionaffairs, may deem necessary operations and activities of the Company to any officer, manager, general manager, employee or appropriate to conduct, or cause to be conducted, the business and affairs agent of the Company, subject to the ultimate direction, control and supervision of the Board of Managers. If the Managers appoint an officer of the Company with a title that is commonly used for officers of a business corporation formed under the Pennsylvania Business Corporation Law (“BCL”), the assignment of such title shall constitute the delegation of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made by the Board of Managers. Any number of offices may be held by the same Person. The Managers hereby appoint Xxxxxx Xxxxx to serve as the Chief Executive Officer of the Company. The Chief Executive Officer shall manage the day- to-day operations of the Company, subject to the oversight of the Board of Managers.

Management by Board of Managers. Subject to the provisions of the Act ------------------------------- and any limitations in this Agreement as to action to be authorized or approved by the Members, all management powers over the business and affairs of the Company shall be exclusively vested in a board of managers (the "Board of -------- Managers"). Collectively, members of the Board of Managers (each, a "Manager") -------- ------- shall constitute "managers" of the Company within the meaning of the Act. The Board of Managers on the Effective Date shall be the Persons set forth in Exhibit 5.1 hereto. The Board of Managers may delegate certain of its powers to ----------- officers (the "Officers"), who shall be agents of the Company. The Members, by -------- virtue of their status as members of the Company, shall not have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Managers and of the Officers shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board of Managers, and the day-to-day activities of the Company shall be conducted on the Company's behalf by the Officers. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Managers (subject to Section 5.2 of this Agreement) and the Officers (subject to ----------- Section 5.3 of this Agreement and the direction of the Board of Managers) shall ------------ have full power and authority to do all things on such terms as they, in their Sole Discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company.

Management by Board of Managers. (a) Subject to the provisions of such matters which are expressly reserved hereunder or under the Act and any limitations in this Agreement as to action to be authorized or approved by the Members, all management powers over the business and affairs of the Company shall be exclusively vested in a board of managers (the "Board of Managers"). Collectively, members of the Board of Managers (each, a "Manager") shall constitute "managers" of the Company within the meaning of the Act. The Board of Managers on the Effective Date shall be the Persons set forth in Exhibit 5.1 hereto. The Board of Managers may delegate certain of its powers to officers (the "Officers"), who shall be agents of the Company. The Members, by virtue of their status as members of the Company, shall not have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Managers and of the Officers shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this AgreementMember for decision, the business and affairs of the Company shall be managed under by a board of managers (the “Board”), which shall be responsible for policy setting, approving the overall direction of the Board of Managers, Company and making all decisions affecting the day-to-day activities business and affairs of the Company Company. The Board shall consist of one (1) to fifteen (15) individuals (the “Managers”), the exact number of Managers to be determined from time to time by resolution of the Member. The initial Board shall consist of three (3) members, who shall be conducted Xx Xxxx, Xxxxxxx X. Xxxxxx and Xxxxxxxx Xxxxxxxxxx. (b) Each Manager shall be elected by the Member and shall serve until his or her successor has been duly elected and qualified, or until his or her earlier removal, resignation, death or disability. The Member may remove any Manager from the Board or from any other capacity with the Company at any time, with or without cause. A Manager may resign at any time upon written notice to the Member. (c) Any vacancy occurring on the Company's behalf Board as a result of the resignation, removal, death or disability of a Manager or an increase in the size of the Board may be filled either by the OfficersMember or by the Managers remaining in office. In addition A Manager chosen to fill a vacancy resulting from the powers that now resignation, removal, death or hereafter can be granted to managers under disability of a Manager shall serve the Act and to all other powers granted under unexpired term of his or her predecessor in office. (d) Notwithstanding any other provision of this Agreement, the Board is expressly authorized and may elect by written resolution of Managers (subject to Section 5.2 of this Agreement) and the Officers (subject to Section 5.3 of this Agreement and the direction a majority of the Board Managers, without any vote or consent by the Member, to convert the Company into a corporation under the laws of Managers) shall have full power and authority to do all things any state, by statutory conversion, merger or any other method permitted by applicable law on such terms and conditions as they, they determine in their Sole Discretionsole discretion. The Board is expressly authorized to take, and to authorize the officers of the Company to take, all actions such as may deem be necessary or appropriate desirable to conduct, or cause effectuate a conversion approved by the Board pursuant to be conducted, the business and affairs of the Companythis section.

Management by Board of Managers. Subject to the provisions of the Act and any limitations in this Agreement as to action to be authorized or approved by the Members, all management powers over the business and affairs Management of the Company shall be exclusively vested in a board group of managers (individuals, which group is referred to in this Agreement as the "“Board of Managers"). Collectively, members ”; each member of the Board of Managers (each, is referred to in this Agreement as a "“Manager") shall constitute "managers" of the Company within the meaning of the Act”. The Board of Managers on hereby is vested with the Effective Date shall be powers and authority of a “manager” as defined in the Persons set forth in Exhibit 5.1 heretoDLLC Act. The To the extent permitted by applicable law, the Board of Managers may delegate certain of its powers to officers (the "Officers"), who shall be agents authorized to act on behalf of and to bind the Company in all respects, without any further consent, vote or approval by the Member, except to the extent expressly provided otherwise below in this Section 2.1. The Member shall have no authority to bind the Company. The Memberspowers of the Board of Managers include, but are not limited to, the authority to: (a) negotiate, complete, execute and deliver, and to delegate to officers of the Company or others the authority to negotiate, complete, execute and deliver, any and all agreements, deeds, instruments, receipts, certificates and other documents in the name and on behalf of the Company as the Board of Managers shall consider necessary or advisable in connection with the management or business of the Company; provided, however, in the absence of any action by virtue the Board of their status as members Managers to the contrary, the signatures of any two Managers or of any one Manager and one officer of the Company or other such delegate, or of any two of the officers of the Company, shall not have any be necessary (and sufficient) to constitute an execution of such agreement, deed, instrument, receipt, certificate or other document in the name and on behalf of and be binding upon the Company; and (b) employ, at the Company’s expense, such agents or third parties in connection with the management power over or operation of the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Managers and shall deem appropriate; provided, however, that the Board of Managers shall not have the power or authority without the consent of the Officers Member to (i) consolidate the Company with another entity or merge the Company with or into another entity if the Company is not the survivor of such merger, or convey all of the Company’s assets substantially as an entirety to another entity or person, or (ii) designate, approve or admit any new or additional member to the Company. The Member agrees that, subject to the proviso set forth in the immediately preceding sentence, (x) all determinations, decisions and actions made or taken by the Board of Managers shall be identical to conclusive and absolutely binding upon the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this AgreementCompany, the business Member and affairs of their respective successors, assigns and personal representatives and (y) persons dealing with the Company shall be managed under are entitled to rely conclusively upon the direction power and authority of the Board of Managers, and the day-to-day activities of the Company shall be conducted on the Company's behalf by the Officers. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board of Managers (subject to Section 5.2 of this Agreement) and the Officers (subject to Section 5.3 of this Agreement and the direction of the Board of Managers) shall have full power and authority to do all things on such terms as they, in their Sole Discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company.

Management by Board of Managers. Subject (a) Except those matters for which approval of the Members is required by this Agreement or any non-waivable provisions of the Act, and subject to the provisions of Section 5.3 hereof, the Act powers and any limitations in this Agreement as to action to be authorized or approved by the Members, all management powers over the business and affairs privileges of the Company shall be exclusively vested in a board of managers (exercised by or under the "Board of Managers"). Collectively, members of the Board of Managers (each, a "Manager") shall constitute "managers" of the Company within the meaning of the Act. The Board of Managers on the Effective Date shall be the Persons set forth in Exhibit 5.1 hereto. The Board of Managers may delegate certain of its powers to officers (the "Officers"), who shall be agents of the Company. The Members, by virtue of their status as members of the Company, shall not have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board of Managers and of the Officers shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the Delaware General Corporation Law. Thus, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of, the Company’s Managers and not by the Members. Without limiting the forgoing, the Board may: (i) determine, amend, waive or revise any provision of the Investment Policy; (ii) authorize the issuance of Units or other equity securities of the Company with rights and privileges junior and subordinate to the rights and privileges of the Preferred Members; (iii) cause or permit the Company or MFX Sub to incur any indebtedness for borrowed money; or (iv) form, establish and capitalize one or more entities, which may be wholly-owned subsidiaries of the Company for (A) the purpose of having such entity to enter into and receive a loan from DFC in order to provide funds for a corresponding loan to TCX, or (B) any other purpose related to the Company’s activities. (b) The Company’s Managers shall be elected as provided in the Second Amended and Restated Voting Agreement, attached hereto as Exhibit D (the “Voting Agreement”). The Managers so elected shall comprise the members of the Company’s Board of Managers (the “Board”). Subject to any requirement to obtain the consent of a Super Majority of the Members pursuant to Section 5.3 hereof, the Managers shall take action by the affirmative vote of a majority of the Board. (c) The Board shall elect one of its members to serve as chairman of the Board (the “Chairman”). The Chairman shall serve in such capacity for a two-year term unless he or she otherwise resigns, is removed, or is replaced in accordance with Section 5.6 of this Agreement. The Chairman may serve for one or more additional two-year terms. (d) The Members may not, solely by reason of their status as Members of the Company, take part in the management or control of the Company business, or sign for or bind the Company. A Member may have the status of Manager or governing person of a Manager and may possess and exercise the powers and authority associated with that status. (e) The Voting Agreement sets forth certain matters pertaining to the Board’s composition, selection of Managers, and the day-to-day activities procedures of the Company shall be conducted on the Company's behalf by the OfficersBoard. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of By entering into this Agreement, the Members agree to the terms and conditions of the Voting Agreement. (f) The Board may permit any person who is a director of MFX Sub to act as an observer (an “Observer”) at meetings of the Board. Any Observer shall be permitted to participate in and chair all respects in meetings of the Board, except that Observers shall not be entitled to vote or give consent in respect of any action taken by the Managers. Each Observer shall receive any information provided to the Managers (subject to Section 5.2 of this Agreement) and the Officers (subject to Section 5.3 of this Agreement and the direction in their capacity as such. The Observer does not owe any fiduciary duties as a member of the Board of and is not liable for any actions, decisions, strategies, inactions taken by the Board and the Managers) shall have full power and authority to do all things on such terms as they, in their Sole Discretion, may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company.