Number and Appointment. The officers of the Company will consist of a Chairman (if elected), a Vice Chairman (if elected) and a “Chief Executive Officer” (if elected), a “President,” a “Treasurer” and a “Secretary,” and such “Vice Presidents” (any of which may be designated as Senior or Executive Vice President) as the Board of Managers may choose. The Chairman, the Vice Chairman, the Chief Executive Officer, the President, any Vice President, and the Treasurer will be “managers”, as that term is used in the Act, of the Company and, therefore, may exercise all powers given to managers of limited liability companies under the Act in accordance with this Agreement and may execute agreements and other instruments, including, without limitation, deeds for the transfer of real property and mortgages, on behalf of the Company as a “manager” of the Company. The Chief Executive Officer or President, as a “manager” of the Company, shall have the principal authority to act on behalf of the Company in accordance with this Agreement and the directives of the Board of Managers, notwithstanding Section 2018 of the Act. The Board of Managers will elect the Chief Executive Officer, the President and may select one or more Vice Presidents who may be classified by their specific function. The Board of Managers will also elect the Secretary and the Treasurer. The Board of Managers may elect additional officers, including one or more “Controllers,” “Assistant Controllers,” “Assistant Secretaries,” and “Assistant Treasurers.” An officer need not be a member of the Board of Managers and any individual may hold more than one office.
Number and Appointment. The Board initially shall consist of three (3) Managers. Thereafter, the number of Managers shall be established from time to time by the Member. The initial Managers shall be Xxxx Xxxxx, Xxxxxxx Xxxxxx and Xxxxxxx Xxxxxxxx. Any Manager position to be filled by reason of an increase in the number of Managers or by any other reason shall be filled by RSI, subject in each case, to the receipt of any requisite Gaming Licenses and/or approvals from Gaming Authorities. Notwithstanding anything herein to the contrary, but subject to the last sentence of Section 3.2(b), each of Xxxx Xxxxx (or one of his adult children) and Xxxxxxx Xxxxxx shall be entitled to serve as Managers until they (or their Permitted Transferees, successors or assigns) (taken together) hold fewer Equity Interests (as such term is defined in the Business Combination Agreement) of dMY Technology Group, Inc. and RSI (taken collectively) than another shareholder or affiliated group of shareholders.
Number and Appointment. The Board of Managers shall consist of the same number of managers as the number of members of Secure’s board of directors from time to time, and each member of Secure’s board of directors shall also, upon appointment to Secure’s board of directors, be simultaneously appointed to serve as a member of the Board of Managers, with no further action required on the part of the Members. As with Secure, the Company’s Board of Managers shall be divided into three classes: Class A, Class B and Class C. The number of managers in each class shall be as nearly equal as possible. The managers in Class A shall be elected for a term expiring at the first annual meeting of stockholders held after the Secure stockholders’ meeting held to approve the transactions contemplated by the Contribution Agreement and this Agreement (the “Secure Stockholder Meeting”), the managers in Class B shall be elected for a term expiring at the second annual meeting of stockholders after the Secure Stockholder Meeting, and the managers in Class C shall be elected for a term expiring at the third annual meeting of stockholders after the Secure Stockholder Meeting. The initial members of the Board of Managers shall be in accordance with Section 5.10 of the Contribution Agreement.
Number and Appointment. The Advisory Board shall initially consist of the members of Management, Xx. Xxxxx Xxxxxx, Xx. Xxxx X. Bickell and Xx. Xxxxx Xxxxxxxxx. Notwithstanding anything to the contrary contained herein, the Managing Member shall have the right to replace any member of the Advisory Board that has been removed, been disqualified, resigned, died or rendered Incapacitated, and/or appoint to the Advisory Board up to two (2) additional members. Such replacement and/or additional members need not be Nonmanaging Members. The members of the Advisory Board (including without limitation, any replacement and additional members) are hereinafter referred to herein as the Advisory Board Members .
Number and Appointment. The Board shall initially consist of a number of Directors equal to the number of members of the Board of Directors of the Public Offering Entity, who shall be designated by the Public Offering Entity from time to time in its sole discretion.
Number and Appointment. There shall be two Managers who shall be appointed by the Voting Members. Subject to applicable Gaming Laws, Xxxxxxxxxx (or any Person or Persons to whom Xxxxxxxxxx directly or indirectly Transfers a majority of his Voting Interest in accordance with this Agreement) shall have the right to appoint one Manager (the "Xxxxxxxxxx Manager"), and Xxxx (or any Person or Persons to whom Xxxx directly or indirectly Transfers a majority of his Voting Interest in accordance with this Agreement) shall have the right to appoint one Manager (the "Xxxx Manager"); provided, that the Xxxxxxxxxx Manager must be reasonably acceptable to Xxxx and the Xxxx Manager must be reasonably acceptable to Xxxxxxxxxx. Xxxxxxxxxx shall be the initial Xxxxxxxxxx Manager and Xxxx shall be the initial Xxxx Manager. Each appointing Voting Member may, by written notice to the others, remove any Manager appointed by such Voting Member and appoint a substitute therefor; provided, such removal and appointment does not and is not reasonably expected to cause a Gaming Problem. Additionally, if any Manager is found to be an Unsuitable Person, the applicable Voting Member shall immediately remove such Person as a Manager, and such Person shall automatically cease to be a Manager.
Number and Appointment. The Board will initially consist of three Managers and, subject to Sections 5.2(b), 5.2(d) and 5.2(e), will be comprised of the following Persons:
(i) one Manager designated by the SB Member, who initially will be Xxxxx X. Xxxxxx (the “SB Manager”);
(ii) one Manager designated by the Symbotic Member, who initially will be Xxxxxxx X. Xxxxx (the “Symbotic Manager”); and
(iii) one independent (vis-à-vis each Initial Member to the extent such Initial Member remains a Major Investor, and who would otherwise, if a director of a listed issuer, qualify as an “independent director” under the listing standards of NASDAQ and Rule 10A-3(b)(ii) of the Securities Exchange Act) Manager (the “Independent Manager”) designated by the unanimous written consent of the Initial Members to the extent such Initial Member remains a Major Investor, who will initially be appointed as promptly as practicable following the Effective Date; provided that if only one Initial Member remains a Major Investor then the Independent Manager shall be designated pursuant to Section 5.2(e).
Number and Appointment. The Committee shall consist of three (3) Representatives. The holders of a majority of the Percentages designated on the Member Percentage Schedule as KRG Percentages shall have the right to appoint one (1) Representative (the “KRG Representative”), the holders of a majority of the Percentages designated on the Member Percentage Schedule as Summit Percentages shall have the right to appoint one (1) Representative (the “Summit Representative”) and the holders of a majority of the Percentages designated on the Member Percentage Schedule as Management Percentages shall have the right to appoint one (1) Representative (the “Management Representative”). The initial Committee shall consist of [ ] (who shall be the initial KRG Representative), Xxxx Xxxxxxxx (who shall be the initial Summit Representative) and Xxxxx X. New (who shall be the initial Management Representative).
Number and Appointment. Except as provided in Article V hereof with respect to the Resident Tort Trustee, there shall be one Tort Trustee of the Tort Trust. The Official Committee and the Plaintiffs’ Steering Committee shall appoint the individual to serve as Tort Trustee on or before February 23, 2015.
