MANAGEMENT OF BUSINESS AND AFFAIRS OF THE COMPANY. Section 4.1 Management of Business and Affairs of the Company.
(a) Except as specifically provided otherwise in this Agreement, and regardless of any approval rights as may be provided in Section 00-00-000 of the LLC Act, the exclusive authority to manage, control and operate the Company shall be vested collectively in the individuals, who need not be Members, elected by the Members as managers of the Company (the “Managers”) in accordance with this Agreement; provided, that the initial Managers elected by the Members are the persons named as Managers on Schedule A to this Agreement. Initially there shall be three (3) Managers, which number may be increased or decreased by the Members. All powers of the Company may be exercised by or under the authority of the Managers acting collectively, and not individually (the “Board of Managers”). Except as specifically provided otherwise in this Agreement, the Board of Managers shall have full and exclusive right, power and authority to manage the affairs of the Company and make all decisions with respect thereto without the requirement of any consent or approval by the Members, including, without limitation, to the fullest extent permitted by law, authorizing or taking any actions for which the unanimous consent of the Members is required under the LLC Act.
(b) Each of JBGL and TPG, in its or their discretion, shall be entitled to remove and replace any one or more of the Managers it elected or appointed pursuant to Section 4.3 or this Section 4.1(b) hereof at any time, with or without cause, during the existence of the Company; provided, that any removal or replacement of any Manager appointed by TPG is subject to the approval of the JBGL Managers, and further is subject to the provisions of Section 4.3(a) hereof. The names of the initial Managers of the Company who are hereby appointed to serve on and after the date of this Agreement, and who will serve until their resignation or until their successors are appointed are set forth on Schedule A attached hereto along with the name of the Member that elected each Manager.
(c) Except as expressly provided in this Agreement, and regardless of any approval rights as may be provided in Section 00-00-000 of the LLC Act, the affirmative vote of a majority of the Managers shall be considered the act of the Managers with respect to any event. Except as expressly provided in this Agreement, no Manager shall be permitted to act without the affirmative vote of a majority of th...
MANAGEMENT OF BUSINESS AND AFFAIRS OF THE COMPANY. Section 4.1 Management of Business and Affairs of the Company.
4.1.1 The admission of an Additional Member;
4.1.2 The approval of a merger or reorganization of the Company, or a sale or transfer of all or substantially all of its assets;
4.1.3 The amendment of this Agreement or taking any action in violation of this Agreement, or the waiver of any provision of this Agreement; or
4.1.4 The causing of the Company to voluntarily initiate a proceeding under which the Company would become a debtor under the United States Bankruptcy Code.
MANAGEMENT OF BUSINESS AND AFFAIRS OF THE COMPANY. All Company powers shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by, the Managers, subject to any limitation set forth in the Certificate of Formation; provided, however, that only the Members, by vote or written consent of Members holding a majority of the Units, may take the following actions or may direct the Managers to take the following actions:
4.1.1 The admission of an additional Member;
4.1.2 The approval of a merger or reorganization of the Company, or a sale or transfer of all or substantially all of its assets;
4.1.3 The amendment of this Agreement or taking any action in violation of this Agreement, or the waiver of any provision of this Agreement; or
4.1.4 The causing of the Company to voluntarily initiate a proceeding under which the Company would become a debtor under the United States Bankruptcy Code.
MANAGEMENT OF BUSINESS AND AFFAIRS OF THE COMPANY. Section 4.1 Management of Business and Affairs of the Company.
A. Except as otherwise provided herein, the exclusive authority to manage, control and operate the Company shall be vested in the Board of Managers of the Company, consisting of individuals, who need not be members, elected by the members as Managers in accordance with the Certificate of Formation and this Agreement. The number of Managers of the Company shall be three (3), which number may be increased or decreased in accordance with the By-Laws of the Company and the terms of this Agreement. The names of the Managers who will serve until the first annual meeting and until successor(s) are elected and qualify are as follows:
MANAGEMENT OF BUSINESS AND AFFAIRS OF THE COMPANY. Except as specifically provided otherwise in this Agreement, and regardless of any approval rights as may be provided in the Texas Act, the exclusive authority to manage, control and operate the Company shall be vested collectively in the individuals, who need not be Members, elected by the Members as managers of the Company (the “Managers”) in accordance with this Agreement provided, that the Managers elected by the Members are the persons named as Managers on Schedule A to this Agreement. As of the Effective Date the number of Managers is three (3) Managers, which number may be hereafter increased or decreased by the Members. All powers of the Company may be exercised by or under the authority of the Managers acting collectively, and not individually (the “Board of Managers”). Except as specifically provided otherwise in this Agreement, the Board of Managers shall have full and exclusive right, power and authority to manage the affairs of the Company and make all decisions with respect thereto without the requirement of any consent or approval by the Members, including, without limitation, to the fullest extent permitted by law, authorizing or taking any actions for which the unanimous consent of the Members is required under the Texas Act.
MANAGEMENT OF BUSINESS AND AFFAIRS OF THE COMPANY. 1Management of Business and Affairs of the Company.
MANAGEMENT OF BUSINESS AND AFFAIRS OF THE COMPANY. A. The Company and the Members intend and agree that, to the fullest extent permitted under law, the business and affairs of the Company shall be conducted as if the Company were a Maryland corporation under the Maryland General Corporation Law, except to the extent otherwise provided in this Agreement. To that end,
(i) the Members shall elect managers of the Company (the “Managers”) in accordance with the procedures for the election of Managers under this Agreement and the By-laws (as hereinafter defined);
(ii) the exclusive, continuing authority to manage, control and operate the business and affairs of the Company shall be vested in the Board of Managers;
(iii) the Board of Managers may from time to time delegate to the duly elected Officers of the Company the authority to act on behalf of the Company to carry out its affairs; and
(iv) the Board of Managers shall from time to time adopt By-laws setting forth the procedures for the internal governance of the business and affairs of the Company.
B. The exclusive authority to manage, control and operate the Company shall be vested collectively in the individuals, who need not be Members, elected by the Members as Managers of the Company in accordance with this Agreement. All powers of the Company may be exercised by or under the authority of the Managers acting collectively, and not individually (the “Board of Managers”), unless the Board of Managers shall consist of only one person. The Board of Managers shall have full and exclusive right, power and authority to manage the affairs of the Company and make all decisions with respect thereto without the requirement of any consent or approval by the Members, including, without limitation, authorizing or taking any actions for which the unanimous consent of the Members is required under the LLC Act. The initial number of Managers shall be six (6), which number may be changed pursuant to this Agreement and the By-laws of the Company. The names of the initial Managers who will serve until the first annual meeting of the Members or until their successors are elected and qualify are as follows:
MANAGEMENT OF BUSINESS AND AFFAIRS OF THE COMPANY. All Company powers shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed by, the Managers, subject to any limitation set forth in the Certificate of Formation; provided, however, that only the Members, by vote or written consent of Members holding a majority of the Units, may take the following actions or may direct the Managers to take the following actions: 4.
MANAGEMENT OF BUSINESS AND AFFAIRS OF THE COMPANY. Section 4.1 Management of Business and Affairs of the Company.
A. The exclusive authority to manage, control and operate the Company shall be vested in the Board of Managers of the Company, consisting of individuals, who need not be members, elected by the members as Managers in accordance with the Certificate of Formation and the Limited Liability Company Agreement of the Company. The number of Managers of the Company shall be three (3), which number may not be increased or decreased. One of the Managers shall be an Independent Manager. As used herein, an "Independent Manager" shall be an individual (a) who is not (i) a manager, director, officer, consultant, agent, employee, customer or supplier of any Affiliate (as defined below) of the Company, (ii) a natural person related to any manager, director, officer, consultant, agent or employee of any Affiliate of the Company, (iii) a holder (directly or indirectly) of any voting securities of any Affiliate of the Company, or (iv) a natural person related to a holder (directly or indirectly) of any voting securities of any Affiliate of the Company and (b) who has (A) prior experience as an independent director
for a corporation or similar entity whose organic documents require the unanimous written consent of all independent directors or managers thereof before such entity could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state law relating to bankruptcy, and (B) at least three years of employment experience with one or more entities that provide, in the ordinary course of their respective businesses, advisory, management or placement services to issuers of securitization or structured finance instruments, agreements or securities. In the event that the Independent Manager resigns, or such position is otherwise vacated, no action requiring the unanimous affirmative vote of the Board of Managers shall be taken until a successor Independent Manager is elected and approves such action. No Independent Manager shall be a trustee in bankruptcy for the Company or any affiliate of the Company or any significant customer of or supplier to the Company. The names of the Managers who will serve until the first annual meeting and until successor(s) are elected and qualify are as follows:
MANAGEMENT OF BUSINESS AND AFFAIRS OF THE COMPANY
