Common use of MANAGEMENT OF BUSINESS AND AFFAIRS OF THE COMPANY Clause in Contracts

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 the Managers. Notwithstanding any provision of this Agreement, and regardless of any approval rights as may be provided in Section 00-00-000 of the LLC Act, the consent of all of the Members shall be required for the Company, or any other Person on behalf of the Company or any Subsidiary, as the case may be, to do any of the following: (i) do any act in contravention of this Agreement (ii) do any act which would make it impossible to carry on the ordinary business or the Primary Business of the Company; (iii) possess Company or Subsidiary property, or assign rights in Company or Subsidiary property, other than for a Company purpose; (iv) except as to the Management Agreements, the Consulting Agreement, any agreement by which JBGL or one of its Affiliates provides financing or agrees to provide funding to the Company or any of its Subsidiaries, including, without limitation, the Loan Agreement, any construction loans, and the Prior Loan Agreements, enter into any contracts or agreements with any Member or any relatives or Affiliates of any Member.

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 arc 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 TPGMCWP, 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 MCWP 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 the Managers. Notwithstanding any provision of this Agreement, and regardless of any approval rights as may be provided in Section 00-00-000 of the LLC Act, the consent of all of the Members shall be required for the Company, or any other Person on behalf of the Company or any Subsidiary, as the case may be, to do any of the following: (i) do any act in contravention of this Agreement (ii) do any act which would make it impossible to carry on the ordinary business or the Primary Business of the Company; (iii) possess Company or Subsidiary property, or assign rights in Company or Subsidiary property, other than for a Company purpose; (iv) except as to the Management Agreements, the Consulting Agreement, any agreement by which JBGL or one of its Affiliates provides financing or agrees to provide funding to the Company or any of its Subsidiaries, including, without limitation, the Loan Agreement, any construction loans, and the Prior Loan Agreements, enter into any contracts or agreements with any Member or any relatives or Affiliates of any Member.

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 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 initial Managers elected by the Members are the persons persons' named as Managers on Schedule A to this Agreement. Initially there As of the Effective Date the number of Managers shall be increased to 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 LLC Texas Act. (b) Each of the JBGL Member Group and TPGthe Xxxxxxxxxxx Member Group, 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 the Pasquinelli Member Group 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 Texas 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 the Managers. Notwithstanding any provision of this Agreement, and regardless of any approval rights as may be provided in Section 00-00-000 of the LLC Texas Act, the consent of all of the Members shall be required for the Company, or any other Person on behalf of the Company or any Subsidiary, as the case may be, to do any of the following: (i) do any act in contravention of this Agreement (ii) subject to Section 6.1(a)(i-ii), do any act which would make it impossible to carry on the ordinary business or the Primary Business of the Company, or is otherwise inconsistent with the Primary Business of the Company; (iii) possess Company or Subsidiary property, or assign rights in Company or Subsidiary property, other than for a Company purpose; (iv) except as to (A) the Management Agreements, the Consulting Agreement, (B) any agreement by which JBGL or one of its Affiliates provides financing or agrees to provide funding to the Company or any of its Subsidiaries, including, without limitation, the Loan Agreement, any construction loans, the Contribution Agreement Loans, and the Prior Loan Agreements, or (C) any agreement by which JBGL or one of its Affiliates sells lots or agrees to sell lots to the Company or any of its Subsidiaries (“Lot Contracts”), enter into any contracts or agreements with any Member or any relatives or Affiliates of any Member.

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 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 initial Managers elected by the Members are the persons named as Managers on Schedule A to this Agreement. Initially there As of the Effective Date the number of Managers shall be increased to 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 LLC Texas Act. (b) Each of the JBGL Member Group and TPGthe Xxxxxx Member Group, 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 the Xxxxxx Member Group 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 Texas 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 the Managers. Notwithstanding any provision of this Agreement, and regardless of any approval rights as may be provided in Section 00-00-000 of the LLC Texas Act, the consent of all of the Members shall be required for the Company, or any other Person on behalf of the Company or any Subsidiary, as the case may be, to do any of the following: (i) do any act in contravention of this Agreement (ii) subject to Section 6.1(a)(i-ii). do any act which would make it impossible to carry on the ordinary business Primary Business of the Company, or is otherwise inconsistent with the Primary Business of the Company; (iii) possess Company or Subsidiary property, or assign rights in Company or Subsidiary property, other than for a Company purpose; (iv) except as to the Management Agreements, the Consulting Agreement, (A) any agreement by which JBGL or one of its Affiliates provides financing or agrees to provide funding to the Company or any of its Subsidiaries, including, without limitation, the Loan Agreement, Agreement and any construction loans, and or (B) any agreement by which JBGL or one of its Affiliates sells lots or agrees to sell lots to the Prior Loan AgreementsCompany or any of its Subsidiaries (“Lot Contracts”), enter into any contracts or agreements with any Member or any relatives or Affiliates of any Member; or (v) develop, build, own, sell or otherwise deal with residences with a reasonable expected sale price of $550,000.00 or less.