Common use of Number; Independent Managers Clause in Contracts

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 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 three individuals, two of which shall be Independent Managers, and who shall be: Bibiana Boerio David M. Brandi Sanjeev Agrawal Bibixxx Xxxxxx Davix X. Xxxxx, xx Xxxxxxxxxxt Manager Xxxxxxd J. Angelo, as Independent ManagerXxxnxx Xxxxxxx Xxxxxxx (b) The Xxxxx xx Xxxxxxxx Board of Managers of the Company shall include at least two Managers who are Independent ManagersManagers (i) at all times during the existence of a Rating Event (ii) at any time an action is taken which requires the unanimous consent or vote of the Board of Managers pursuant to this Section 4.3(b) or Section 4.3(c) of this Agreement. So long as any Securities are outstanding, this Section 4.3(b) shall not be amended without the affirmative vote prior written consent of 100% of the members of the Board of Managers (including at least 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 For purposes of this Section 4.3(b) the following terms shall have the meanings set forth below:

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 L. Stidd, ax Xxxxxxnxxxx Xxxxxxx Xxxxxxx X. Xxxxx, xx Xxxxxxxxxxt Manager Xxxxxxd J. Angelo, as Independent Managerax Xxxxxxxxxxx Xanager (b) The Xxxxx Boarx xx Xxxxxxxx of xx 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 which shall constitute comprising the whole Board of Managers shall will not be not less than three nor more than five. The exact number may of Managers will be increased or reduced from time determined by the Member, subject to time by amendment of this AgreementSection 4.03(b). The initial Board of Managers shall will consist of five individualsthree Managers, two one of which shall be whom is an Independent ManagersManager, and who shall will be: Bibiana Boerio David M. Brandi Sanjeev Agrawal Xxx Xxxxxx Xxxx XxXxxx Xxx X. Xxxxx, xx Xxxxxxxxxxt Manager Xxxxxxd J. Angelo, as Independent Manager (b) The Xxxxx xx Xxxxxxxx of the Company shall Board will include at least two Managers who are one Independent Managers. So long as any Securities are outstandingManager, this Section 4.3(b) shall not be amended without and no action requiring the unanimous 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 may be taken unless at all currently serving Independent Managers shall take into account the interests of the creditors of the Company and the Trusts as well as the interests of the Companyapprove such action. Except as provided in Section 4.3(b) or 4.3(c4.03(c), any action permitted or required to be taken by the Board of Managers may be taken by a simple majority the Board. To the fullest extent permitted by law, including Section 18-1101(c) of the members Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Managers shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 4.03(c). Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Managers shall not have any fiduciary duties to the Member, any Manager or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Manager shall not be liable to the Company, the Member or any other Person bound by this Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Manager acted in bad faith or engaged in willful misconduct. (c) Notwithstanding any other provision of this Agreement and any provision of law that otherwise so empowers the Company, the Member, the Holders, the Board or any Person on behalf of the Company, none of the Member, the Holders, the Board or any other Person shall be authorized or empowered on behalf of the Company to, nor shall they permit the Company to, and the Company shall not, without the prior, unanimous consent of the Board of Managers excluding (including the Independent Manager(s)), do any of the following: (i) amend Section 2.04 to permit the Company to engage in any activity other than those set forth in such Section prior to any such amendment; (ii) engage in any activity other than those set forth in Section 2.04; (iii) amend this subsection (c) or any of Sections 2.08, 2.10, 2.11, 2.12, 2.13, 4.03(b), 7.01, 7.02 or 7.09 or the definition of any terms used in such Sections; (iv) incur any indebtedness, or assume or guaranty any indebtedness of any other Person, other than (A) indebtedness incurred to CRB or any Affiliate of the Company in connection with the acquisition and disposition of Securities from time to time and the Permitted Transactions, which indebtedness will be subordinate to any Securities and will only be payable to the extent the Company has available cash to pay such indebtedness; (B) salaries, fees and expenses to its trustees, professional advisors and counsel, Managers, officers and employees; (C) indebtedness where the Person to whom the indebtedness is owing has delivered to the Company an undertaking that, solely in its capacity as a creditor of the Company on account of any payment owing to it by the Company, it will not institute against, or join any other Person in instituting against, the Company any involuntary bankruptcy, reorganization, moratorium, receivership, conservatorship, insolvency or liquidation proceeding, or other involuntary proceeding under any insolvency law, for one year and one day after all Securities are paid in full, or look to property or assets of the Company in respect of such indebtedness and that such indebtedness will not constitute a claim against the Company in the event that the Company’s assets are insufficient to pay in full such indebtedness; and (D) other indebtedness not exceeding $5,000 at any one time outstanding, on account of incidentals or services supplied or furnished to the Company; (v) to the fullest extent permitted by law, dissolve or liquidate, in whole or in part, consolidate or merge with or into any other Person or convey or transfer its properties and assets substantially as an entirety to any other Person; (vi) take any Material Action, 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 vote on, or authorize the taking of, any Material Action, unless there is at least one Independent Manager then serving in Section 4.3(bsuch capacity and each Independent Manager then serving consents thereto; or (vii) and 4.3(camend this Agreement or take action, in each case in furtherance of any action described in clauses (i) 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:through (vi) above.