Member Managers Clause Samples

The MEMBER-MANAGERS clause defines the roles, powers, and responsibilities of individuals who serve as both members and managers in a limited liability company (LLC). It typically outlines how these member-managers are appointed, their authority to make decisions on behalf of the company, and the scope of their management duties, such as handling day-to-day operations or entering into contracts. This clause ensures clarity in governance by specifying who is authorized to act for the LLC and helps prevent disputes over management authority among members.
Member Managers. To the fullest extent permitted by applicable Law and notwithstanding any provision of this Agreement to the contrary, each of the Managers designated by an Institutional Investor (a “Member Manager”), in such Person’s capacity as a Manager, shall serve in such capacity to represent the interests of the Member or group of Members that designated such Manager and shall be entitled to consider only such interests (including the interests of the Member or group of Members that designated such Manager) and factors specified by the Member or group of Members that designated such Manager, and shall have no fiduciary or other duties to the Company, any other Member, any other Manager or any other Person in connection with the business and affairs of the Company or any consent or approval given or withheld pursuant to this Agreement, other than the implied contractual covenant of good faith and fair dealing.
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Member Managers. The Member-Manager shall be responsible for carrying on the day-to-day business affairs of the Company which are not otherwise delegated in this Agreement, including, but not limited to providing accounting and other administrative services to the Company. The Initial Member -Manager shall also be responsible for all costs associated with carrying on the Company's business not otherwise set forth in EXHIBIT B through December 31, 1998 (the PREFERENCE PERIOD), excluding only the One Hundred Twenty-five Thousand Dollar ($125,000.00) annual consulting fee to be paid pursuant to Section 2.8 (collectively, the VENTURE OVERHEAD SERVICES). During such Preference Period, the Member-Manager shall bear the expense of such Venture Overhead Services. In the event that after the Preference Period the Company and PRC (or any Affiliates of PRC) shall share the services of employees, consultants, equipment, other aspects of professional and/or administrative services or Venture Overhead Services, the Member-Manager shall use commercially reasonable efforts after such Preference Period to allocate the corresponding costs and expenses (including an allocation of personnel) devoted to the Company business (the COMPANY BUSINESS COSTS) and to PRC's (and its Affiliates') business which is independent of the Company business existing as of the Effective Date, such as Triboro Maintenance Company's business (collectively, the PRC BUSINESS COSTS), and after the Preference Period PRC shall remain solely responsible for the costs and expenses of any and all of the PRC Business. The Members agree in good faith to determine and agree upon the Company Business Costs and the PRC Business Costs. After the Preference Period, NHP has the right to cause the Company to obtain some or all of such services from an independent source.
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Member Managers. The business and affairs of the Company shall be managed by ASE and CEP (the "Member Managers"), which acting together shall exercise all the powers of the Company; provided that (x) if at any time the Allocated Shares of ASE, Simon and their Permitted Transferees or the Allocated Shares of CEP and its Permitted Transferees, as the case may be, aggregate less than 25% of the number of Allocated Shares held by the Company at that time and (ii) the Fair Market Value of the Allocated Shares of ASE, Simon and their Permitted Transferees or the Allocated Shares of CEP and its Permitted Transferees, as the case may be, is less than $40,000,000 for a period of 60 consecutive trading days, then ASE or CEP, as the case may be, but not both of them, shall cease to be a Member Manager for all purposes under this Agreement; provided, further, that, upon written notice to the Company and CEP, ASE may designate Simon as a Member Manager in its place and stead. Except as otherwise expressly provided in this Agreement, none of the Member Managers shall take any actions with respect to the property of the Company without the unanimous consent or agreement of all Member Managers. No Member Manager may be removed in his capacity as a Member Manager, except as expressly provided above in the first or second proviso of this Section 4. 1. Only the Member Managers can bind the Company except to the extent expressly provided for in this Agreement. Each Member Manager agrees not to resign, withdraw or otherwise retire as a Member Manager (or Member) (except to the extent the required consent under Section 8.2 hereof is obtained), dissolve or become the subject of a Bankruptcy.
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Member Managers. The Member-Manager shall be responsible, at the expense of the Company, for carrying on the day-to-day business affairs of the Company which are not otherwise delegated in this Agreement, including, but not limited to providing accounting and other administrative services to the Company. In the event that the Company and PRC (or any Affiliates of PRC ) shall share the services of employees, consultants, equipment, other aspects of professional and administrative services or overhead (as those services are provided to the Company, the COMPANY SERVICES), the Member-Manager shall use commercially reasonable efforts to allocate the corresponding costs and expenses (including an allocation of personnel) devoted to the Company's business (the COMPANY BUSINESS COSTS) and to PRC's (and its Affiliates') business which is independent of the Company business (the PRC BUSINESS COSTS). It is understood, acknowledged and agreed that PRC is responsible for any and all PRC Business Costs. The Members agree in good faith to determine and agree upon the Company Business Costs and the PRC Business Costs. If NHP reasonably concludes that such Company Services can be obtained for less cost, NHP has the right to cause the Member-Manager to obtain some or all of the Company Services from an independent source.
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Member Managers. The business, property and affairs of the Company will be managed exclusively by the Members, who will have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters, and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs.
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Member Managers. 17 SECTION 4.2. Certain Actions . . . . . . . . . . . . 17 ARTICLE V DISTRIBUTIONS; ALLOCATIONS; AND INTERESTS
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Member Managers 
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Related to Member Managers

  • JOINT LABOUR MANAGEMENT COMMITTEE A Joint Labour Management Committee shall be established to attend to those matters which are of mutual interest. To ensure its effectiveness the Committee shall be separate and apart from the grievance procedure.

  • Labour Management Committee (a) Where the parties mutually agree that there are matters of mutual concern and interest that would be beneficial if discussed at a Labour Management Committee Meeting during the term of this Agreement, the following shall apply. (b) An equal number of representatives of each party as mutually agreed shall meet at a time and place mutually satisfactory. A request for a meeting hereunder will be made in writing prior to the date proposed and accompanied by an agenda of matters proposed to be discussed, which shall not include matters that are properly the subject of grievance or negotiations for the amendment or renewal of this agreement. Any representative(s) attending such meetings during their regularly scheduled hours of work shall not lose regular earnings as a result of such attendance. (c) It is agreed that the topic of a rehabilitation program for drug and alcohol abuse is an appropriate topic for the Labour-Management Committee. It is also agreed that the topic of the utilization of full-time and part-time staff is an appropriate topic for the Labour-Management Committee. The committee shall have access to work schedules and job postings upon request. (d) It is understood that joint meetings with other Labour-Management Committees in the Hospital may be scheduled concerning issues of mutual interest if satisfactory to all concerned. (e) Where two or more agreements exist between a Hospital and CUPE the Committee may be a joint one representing employees under both agreements, unless otherwise agreed.

  • Joint Union/Management Committee It shall be appropriate for either the Union or the University to request that a Joint Union/Management committee be convened, with Environmental Health and Safety as a participating member, to discuss health and safety concerns and to explore options for addressing those concerns through appropriate training or other approaches.

  • Members (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member and or a Class B Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares and the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

  • 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 Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.