Number; Independent Managers. 11 Section 3.4 Standard of Care; Independent Managers....................11 Section 3.5 Resignation...............................................15 Section 3.6
Number; Independent Managers. (a) The number of Managers which will constitute the whole Board will not be less than one nor more than fifteen. The exact number of Managers will be determined by the Member, subject to Section 4.3(b). The current Board consists of four Managers, one of which is an Independent Manager, as follows: Xxxxx X. Xxxxxxxx, as an Independent Manager Xxxxxx X. Xxxxx Xxxxx X. Xxxxxxxxx Xxxxxxx X. Xxxxxxxxx, Xx.
(b) The Board will include one Independent Manager, and no action requiring the unanimous consent of the Board may be taken unless the Independent Manager approves such action. Except as provided in Section 4.3(c), any action permitted or required to be taken by the Board may be taken by a simple majority of the Board excluding the Independent Manager.
Number; Independent Managers. 14 Section 4.4 Power to Bind Company.................................................18 Section 4.5 Restrictions on the Power of the Managers.............................18 Section 4.6 Duties and Obligations of the Managers. ..............................18 Section 4.7 Resignation...........................................................19 Section 4.8
Number; Independent Managers. (a) The number of Managers which will constitute the whole Board will not be less than one nor more than fifteen. The exact number of Managers will be determined by the Member, subject to Section 4.3(b). The initial Board will consist of four Managers, at least one of which will be an Independent Manager, and who will be: Xxxxxxx Xxxxx, as an Independent Manager Xxxxxx X. Xxxxx Xxxxx X. Xxxxxx
Number; Independent Managers. (a) The number of Managers comprising the Board will not be less than three nor more than five. The exact number of Managers will be determined by the Member, subject to Section 4.03(b). The current Board consists of five Managers, two of whom are Independent Managers, and who are: Xxxxxxx X. Xxxxxx Xxxxx X. Xxxxx Xxxxxxxx Xxxxxxxxx Xxxxx Xxxxxxx Xxxxxxxxxxx Xxxxxxx
(b) The Board will include at least two Independent Managers, and no action requiring the unanimous affirmative vote of the Managers may be taken unless at least two Independent Managers approve such action. Except as provided in Section 4.03(c), any action permitted or required to be taken by the Board may be taken by a simple majority the Board. When voting on matters subject to the vote of the Board, including those matters specified in Section 4.03(c), notwithstanding that the Company is not then insolvent, each Manager, including each Independent Manager, will, to the fullest extent permitted by law, including Section 18-1101(c) of the Act, owe its primary fiduciary duty to the Company and its creditors and will take into account the interests of the Member and, as long as any Securities rated by a Rating Agency are acquired or sold by the Company and remain outstanding, the holders of such Securities. For purposes of this subsection, the following terms have the meanings set forth below:
(i) A “significant customer of MBFS USA or any of its Affiliates” means a customer from which MBFS USA and any of its Affiliates collectively in the last fiscal year of MBFS USA received payments in consideration for the products and services of MBFS USA and its Affiliates which are in excess of 1% of the consolidated gross revenues of MBFS USA and its Affiliates during such fiscal year.
(ii) A “significant supplier of MBFS USA or any of its Affiliates” means a supplier to which MBFS USA and any of its Affiliates collectively in the last fiscal year of MBFS USA made payments in consideration for the supplier’s products and services in excess of 3% of the consolidated gross revenues of MBFS USA and its Affiliates during such fiscal year.
(iii) MBFS USA or any of its Affiliates will be deemed a “significant customer” of a company if MBFS USA and any of its Affiliates collectively were the direct source during such company’s last fiscal year in excess of 3% of the gross revenues which such company received from the sale of its products and services during such fiscal year.
(iv) MBFS USA or any of its Affilia...
Number; Independent Managers. (a) The number of Managers which shall constitute the whole Board of Managers shall be not less than three nor more than five. The number may be increased or reduced from time to time by amendment of this Agreement. The initial Board of Managers shall consist of five individuals, two of which shall be Independent Managers, and who shall be: Bibiana Boerio David M. Brandi Sanjeev Agrawal Xxxxxx X. Xxxxx, xx Xxxxxxxxxxt Manager Xxxxxxd J. Angelo, as Independent Manager
(b) The Xxxxx xx Xxxxxxxx of the Company shall include at least two Managers who are Independent Managers. So long as any Securities are outstanding, this Section 4.3(b) shall not be amended without the affirmative vote of 100% of the members of the Board of Managers (including two Independent Managers). When voting on matters subject to the vote of the Board of Managers, including those matters specified in Section 4.3(c), notwithstanding that the Company is not then insolvent, the Independent Managers shall take into account the interests of the creditors of the Company and the Trusts as well as the interests of the Company. Except as provided in Section 4.3(b) or 4.3(c), any action permitted or required to be taken by the Board of Managers may be taken by a simple majority of the members of the Board of Managers excluding the Independent Managers; provided, however, that the Board of Managers may delegate the day-to-day management of the Company to an individual or entity which may or may not be a Manager. The actions set forth in Section 4.3(b) and 4.3(c) shall be the only actions by the Board of Managers that shall require the affirmative vote of 100% of the members of the Board of Managers including the two Independent Managers. The following terms shall have the meanings set forth below:
Number; Independent Managers. (a) The number of Managers comprising the Board will not be less than three nor more than five. The exact number of Managers will be determined by the Member, subject to Section 3.3(b). The initial Board will consist of five Managers, 2 of whom will be Independent Managers, and who will be: Xxxxxx X. Xxxxx, as an Independent Manager Xxxxxxx X. Xxxxxx, as an Independent Manager Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx Xxxxxxx X. Xxxxx
(b) The Board will include at least 2 Independent Managers, and no action requiring the unanimous affirmative vote of the Managers may be taken unless at least 2 Independent Managers approve such action. Except as provided in Section 3.3(c), any action permitted or required to be taken by the Board may be taken by a simple majority the Board. When voting on matters subject to the vote of the Board, including those matters specified in Section 3.3(c), notwithstanding that the Company is not then insolvent, each Manager, including each Independent Manager, will, to the fullest extent permitted by law, owe its primary fiduciary duty to the Company and will take into account the interests of the Registered Pledgees and the Titling Company Noteholders as well as the interests of the Company, the interests of the Member and the interests of the Holders. For purposes of this Section 3.3(b) the following terms have the meanings set forth below:
Number; Independent Managers. (a) The number of Managers which constitutes the whole Board of Managers is not less than three nor more than five. The number may be increased or reduced from time to time by amendment of this Agreement. The initial Board of Managers will consist of the following five individuals, two of whom are Independent Managers: Bxxxxxx Xxxxxx Dxxxx Xxxxxx Sxxxx X. Xxxxxx Axxxxx X. Xxxxx, as Independent Manager Bxxxxxx X. Xxxxxx, as Independent Manager
(b) The Board of Managers of the Company must include at least two Managers who are Independent Managers. So long as any Securities are outstanding, this Section 4.3(b) may not be amended without the affirmative vote of 100% of the members of the Board of Managers (including two Independent Managers). When voting on matters subject to the vote of the Board of Managers, including those matters specified in Section 4.3(c), notwithstanding that the Company is not then insolvent, the Independent Managers are to take into account the interests of the creditors of the Company and the Trusts as well as the interests of the Company. Except as provided in this Section 4.3(b) or Section 4.3(c), any action permitted or required to be taken by the Board of Managers may be taken by a simple majority of the members of the Board of Managers excluding the Independent Managers; provided, however, that the Board of Managers may delegate the day-to-day management of the Company to a Person that may or may not be a Manager. The actions set forth in this Section 4.3(b) and Section 4.3(c) are the only actions by the Board of Managers that require the affirmative vote of 100% of the members of the Board of Managers including the two Independent Managers. For purposes of this Section 4.3(b) the following terms have the meanings set forth below:
Number; Independent Managers. (a) The number of Managers which constitutes the whole Board of Managers is not less than three nor more than five. The number may be increased or reduced from time to time by amendment of this Agreement. As of the date hereof, the Board of Managers consists of the following five individuals:
Number; Independent Managers. 11 Section 3.4 Resignation...............................................15 Section 3.5
