Managers. (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto.
(b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated.
(c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances.
(d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager.
(e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company.
(f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Compan...
Managers. Without amendment to this Agreement, the number of Managers, subject to the foregoing limitations, may be fixed or changed by resolution of the Sole Member. Managers shall be appointed by the Sole Member and shall hold office at the pleasure of the Sole Member. A Manager shall serve until the earlier of his or her death, resignation or removal. A Manager may be removed at any time, with or without cause, by the Sole Member. A Manager may resign at any time by delivering his or her written resignation to the Sole Member.
Managers. 5.1 Rules relating to the rights, duties and responsibilities of the Managers shall be governed by the Colorado Limited Liability Company Act codified in Colorado Revised Statues §7-80-100 et seq. as it may be amended from time to time. Such provisions are hereinafter incorporated into this Agreement by reference. Without limiting the generality of the foregoing, the Manager shall have the powers set forth in Paragraph 2 of Article 5.
Managers. The Member and each Manager shall take all actions necessary from time to time to ensure that at all times the number of Managers shall not be less than five; provided, however, that pursuant to Section 3.04, the Company shall at all times have at least two Independent Managers.
Managers. The managers of Merger Sub immediately prior to the Effective Time shall be the managers of the Surviving Entity until the earlier of their resignation or removal or until their respective successors are duly designated, as the case may be.
Managers. The Member intends that the Managers shall run the activities of the Company and shall have such other powers as are delineated herein.
Managers. Persons working in a senior position within a juridical person, who primarily direct the management of the commercial presence, receiving general supervision or direction principally from the board of directors or stockholders of the business or their equivalent, including:
(i) directing the commercial presence or a department or sub- division thereof;
(ii) supervising and controlling the work of other supervisory, professional or managerial employees;
(iii) having the authority personally to recruit and dismiss or recommend recruiting, dismissing or other personnel actions.
Managers. The Member may, from time to time, designate one or more individuals to be managers of the Company. Managers so designated will have such authority and perform such duties as the Member may from time to time delegate to them. Any manager may resign as such at any time by providing written notice to the Company. Any manager may be removed as such, either with or without cause, by the Member, in its sole discretion. The managers of the Company, if and when designated by the Member, will have the authority, acting individually, to bind the Company.
Managers and supervisors shall not confiscate, without consent, prescription drugs or medications from an employee who has a prescription.
Managers. At any time, the Persons appointed in accordance with Section 6.1 to serve on the Board of Managers.
