Common use of Management by Board of Managers Clause in Contracts

Management by Board of Managers. (a) Subject to such matters as are expressly reserved hereunder or under the Act to the Members for decision, the business and affairs of the Company shall be managed by a Board of Managers which shall be responsible for policy-setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of at least one (1) but not more than nine (9) Managers, the exact number of Managers to be determined from time to time by resolution of the Board. The initial Board shall consist of three (3) Managers ("Initial ------- Managers"), as set forth on Schedule B hereto. -------- (b) Each Manager (other than the Initial Managers) shall be elected by a vote of a Majority of the Members at a meeting, in person or by proxy, or without a meeting by the written consent of a Majority of the Members, 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. To effectuate the provisions of this Section 4.1(b), the Secretary of the Company, or if there be no Secretary such other officer of the Company as the Board may appoint to fulfill the duties of Secretary (the "Secretary"), shall not record any vote or --------- consent contrary to or inconsistent with the terms of this Section 4.1(b). (c) Each Member hereby agrees that (i) any Manager may be removed from the Board at any time, with or without cause, by a vote of a Majority of the Members at a meeting, in person or by proxy, or without a meeting by the written consent of a Majority of the Members and (ii) a Manager may resign at any time upon written notice to the Board. (d) 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 a Majority of the Members. 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. (a) Subject to such matters as which are expressly reserved hereunder or under the Act to the Members Member for decision, the business and affairs of the Company shall be managed by a Board board of Managers managers (the “Board”), which shall be responsible for policy-policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of at least one (1) but not more than nine to five (95) Managersmanagers, the exact number of Managers managers to be determined from time to time by resolution of the BoardMember. At all times, a majority of the Managers of the Company shall be individuals who are residents of the United States. The initial Board shall consist of three (3) Managers Persons ("Initial ------- each a “Manager”). The initial Board shall consist of the following three Managers"): Xxxxx X. Xxxxxx, as set forth on Schedule B hereto. --------Xxxx Xxxxxxxx and Xxxxxx Xxxxxxxx. (b) Each Manager (other than the Initial Managers) shall be elected by a vote of a Majority of the Members at a meeting, in person or by proxy, or without a meeting by the written consent of a Majority of the Members, 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. To effectuate the provisions of this Section 4.1(b), the Secretary of the Company, or if there be no Secretary such other officer of the Company as the Board The Member may appoint to fulfill the duties of Secretary (the "Secretary"), shall not record any vote or --------- consent contrary to or inconsistent with the terms of this Section 4.1(b). (c) Each Member hereby agrees that (i) remove any Manager may be removed from the Board or from any other capacity with the Company at any time, with or without cause, by a vote of a Majority of the Members at a meeting, in person or by proxy, or without a meeting by the written consent of a Majority of the Members and (ii) a . A Manager may resign at any time upon written notice to the BoardMember. (dc) 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 a Majority of the MembersMember. 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. (d) Managers shall not receive any remuneration for acting in that capacity but will be reimbursed for out-of-pocket expenses for attending meetings.

Management by Board of Managers. (ai) Subject to such matters as which are expressly reserved hereunder hereunder, under the Act, under the Banking Law or under that certain Amended and Restated Shareholders Agreement, dated as of January 14, 2010 among the Act Shareholders of Armor Holdco, Inc. and Armor Holdco, Inc. (the “Shareholders Agreement”), to the Members Member for decision, the business and affairs of the Company shall be managed by a Board board of Managers managers (the “Board”), which shall be responsible for policy-policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The In accordance with Section 7002 of the Banking Law, the Board shall consist of at least one seven (17) but not more than nine to fifteen (915) individuals (the “Managers”), the exact number of such Managers to be determined from time to time by resolution of the Board. The initial Board shall consist of three (3) Managers ("Initial ------- Managers"), as set forth on Schedule B hereto. --------Member. (bii) Each Manager (other than the Initial Managers) shall be elected by a vote of a Majority of the Members at a meeting, in person or by proxy, or without a meeting by the written consent of a Majority of the Members, 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. To effectuate Subject to the provisions of this Section 4.1(b)clause (iii) below, the Secretary of the Company, or if there be no Secretary such other officer of the Company as the Board Member may appoint to fulfill the duties of Secretary (the "Secretary"), shall not record any vote or --------- consent contrary to or inconsistent with the terms of this Section 4.1(b). (c) Each Member hereby agrees that (i) remove any Manager may be removed from the Board or from any other capacity with the Company at any time, with or without cause, by a vote of a Majority of the Members at a meeting, in person or by proxy, or without a meeting by the written consent of a Majority of the Members and (ii) a . A Manager may resign at any time upon written notice to the BoardMember. (diii) The Member may take all actions necessary to cause the Board to consist of the same managers that compose the Member’s Board. 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 a Majority of the MembersMember. 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. (a) Subject to such matters as which are expressly reserved hereunder or under the Act to the Members Member for decision, the business and affairs of the Company shall be managed by a Board board of Managers managers (the "Board"), which shall be responsible for policy-policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of at least one (1) but not more than nine to fifteen (915) individuals (the "Managers"), the exact number of the Managers to be determined from time to time by resolution of the BoardMember. The initial Board shall consist of three seven members, who shall be Xxxxxx X. Xxxxx (3) Managers ("Initial ------- Managers"Chairman), as set forth on Schedule B hereto. --------Xxxxxxx X. Xxxxx, Xxxxxx Xxxxx, Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxx, Xxxxxxx Xxxxx, and Xxxxxxxxxxx Xxxxxx. (b) Each Manager (other than the Initial Managers) shall be elected by a vote of a Majority of the Members at a meeting, in person or by proxy, or without a meeting by the written consent of a Majority of the Members, 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. To effectuate the provisions of this Section 4.1(b), the Secretary of the Company, or if there be no Secretary such other officer of the Company as the Board The Member may appoint to fulfill the duties of Secretary (the "Secretary"), shall not record any vote or --------- consent contrary to or inconsistent with the terms of this Section 4.1(b). (c) Each Member hereby agrees that (i) remove any Manager may be removed from the Board or from any other capacity with the Company at any time, with or without cause, by a vote of a Majority of the Members at a meeting, in person or by proxy, or without a meeting by the written consent of a Majority of the Members and (ii) a . A Manager may resign at any time upon written notice to the Board. (dc) 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 a Majority of the MembersMember. 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. (d) The Board may designate one or more committees, each committee to consist of one or more of the Managers of the Corporation. The Board of Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, may unanimously appoint another member of the Board to act at the meeting in the place of any absent or disqualified member. Any committee, to the extent permitted by law and provided herein or in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company, and may authorize the seal of the Corporation to be affixed to all papers which may require it. Each committee shall keep regular minutes and report to the Board when required. Three functioning committees, Executive Committee, Compensation Committee and Audit Committee, have been formed by the Member as of the date of this Agreement. The initial members of such commmittes are as set forth on Exhibit A. (e) The Managers may be paid their expenses, if any, of attendance at each meeting of the Board and may be paid a fixed sum for attendance at each meeting of the Board or a stated salary as director, payable in cash or securities. No such payment shall preclude any Manager from serving the Company in any other capacity and receiving compensation therefor. Members of special or standing committees may be allowed like compensation for attending committee meetings.