Common use of Number; Qualification; Tenure Clause in Contracts

Number; Qualification; Tenure. (a) The number of Directors constituting the Board shall be five, unless otherwise fixed from time to time (at a number greater than three) pursuant to a resolution adopted by a majority of the Directors, and at all times the composition of the Board shall include at least three Independent Directors. A Director need not be a Member. (i) The Members and the Company hereby adopt as part of the terms of this Agreement, and agree to be bound by, Section 13.4(b) of the Partnership Agreement as if such section were set forth in full herein and hereby delegate to the Limited Partners the right to elect the Directors at an annual meeting of the Limited Partners to be held by the Company in accordance with Section 13.4(b) of the Partnership Agreement. Such delegation shall not cause the Member to cease to be a member of the Company and shall not constitute a delegation of any other rights, powers, privileges or duties of the Member with respect to the Company. A Director need not be a Member or a Limited Partner. (ii) The Limited Partners shall not, as a result of exercising the rights granted under Section 13.4(b) of the Partnership Agreement, be deemed to be Members or holders of Membership Interests as such terms are defined in this Agreement or to be “members,” “managers” or holders of “limited liability company interests” as such terms are defined in the Act. The exercise by a Limited Partner of the right to elect Directors and any other rights afforded to such Limited Partner hereunder and under Section 13.4(b) of the Partnership Agreement shall be in such Limited Partner’s capacity as a limited partner of PVG, and no Limited Partner shall be liable for any debts, obligations or liabilities of the Company by reason of the foregoing. (iii) The Members, the Directors and the Company shall use their commercially reasonable best efforts to take such action as shall be necessary or appropriate to give effect to and implement the provisions of Section 13.4(b) of the Partnership Agreement as adopted in this Section 6.2(b). (iv) The Board, by adoption of a resolution that is approved by the Board and without the consent of any other Person, shall have the authority to provide for staggered elections of Directors in the manner set forth in Section 13.4(b)(v) of the Partnership Agreement. (v) As of the date of this Agreement, the Directors are A. Xxxxx Xxxxxxxx, Xxxxxx X. Xxxx, Xxxxxxx X. Xxxx, Xx., Xxxx X. xxx Xxxxx, Xx., and Xxxxxxxx X. Xxxxxx.

Number; Qualification; Tenure. (a) The number of Directors constituting the Board shall initially be five, unless otherwise fixed from time to time six (at a number greater than three) pursuant to a resolution adopted by a majority of the Directors, and at all times the composition of the Board shall include at least three Independent Directors6). A Director need not be a Member. (b) So long as (i) EIG is a Designating Party, EIG shall have the right to designate two (2) Directors, (ii) Tailwater is a Designating Party, Tailwater shall have the right to designate two (2) Directors, and (iii) the Lenders are a Designating Party, the Lender Majority shall have the right to designate two (2) Directors; and each such Person shall have the sole right to remove (with or without cause), and to fill vacancies with respect to the Director(s) designated by such Person. The Members and initial Directors of the Company hereby adopt so designated are set forth on Exhibit B. Each Director shall serve as a Director of the Company until his or her death, resignation or removal. (c) The right of each of EIG and Tailwater to designate Directors is transferable, and may be transferred by a Designating Party in whole (and not in part), to any transferee of Units of such Designating Party (or its Permitted Transferees) to the extent permitted pursuant to Section 4.2, provided such transferee has a Sharing Ratio of at least 10% after giving effect to such transfer. Upon any assignment by a Designating Party of its right to designate Directors, such Designating Party shall cease to be a Designating Party. (d) The right of each Lender to participate in the designation of Directors as part of the terms Lender Majority is transferable and shall automatically transfer with any Disposition of this Agreement, and agree such Lender’s Units (other than in connection with a Disposition pursuant to be bound by, Section 13.4(b) of the Partnership Agreement as if such section were set forth in full herein and hereby delegate to the Limited Partners the right to elect the Directors at an annual meeting of the Limited Partners to be held by the Company in accordance with Section 13.4(b) 3.7 of the Partnership Agreement. Such delegation ), provided (A) if any transferee of Units issued to the Lenders (together with its Affiliates) would represent greater than twenty five percent (25%) of the Units issued to all Lenders for purposes of determining the Lender Majority, the Directors appointed by the Lender Majority (if such transferee participates in the vote) shall be subject to the consent of EIG and Tailwater, such consent not cause the Member to cease to be unreasonably withheld, conditioned or delayed, and (B) if EIG and Tailwater object to such Directors within fifteen (15) days from the Lenders giving notice of their appointment, then the Lenders shall revote to appoint Directors and (x) in such revote, such transferee shall be deemed to only hold no more than twenty five percent (25%) of the Units issued to all Lenders for purposes of determining the Lender Majority and (y) the Directors appointed by such revote shall be the Lenders’ appointed Directors. (e) Upon the date a Member ceases to be a Designating Party (i) such Person shall no longer have the right to designate any Director or any member of the SXE GP Board, (ii) the size of the Board shall be reduced by the number of such forfeited board seats and (iii) any Director or member of the SXE GP Board designated by such Person shall be deemed to have resigned as a Director or member of the Board and as a member of the Company and shall SXE GP Board, as applicable. At any time when the first sentence of Section 7.2(b) is not constitute a delegation of applicable, any other rightsDirector or the entire Board may be removed at any time (with or without cause), powers, privileges or duties by vote of the Member with respect Members, and the Members will have the right to fill any vacancies on the Board. (f) Any matter involving a conflict between the Company. A Director need not be , a Member or any Affiliate of a Limited Partner. (ii) The Limited Partners Member shall not, as a result of exercising the rights granted under Section 13.4(b) be administered on behalf of the Partnership Agreement, be deemed to be Members or holders of Membership Interests as such terms Board by the Directors who are defined in this Agreement or to be “members,” “managers” or holders of “limited liability company interests” as such terms are defined in the Act. The exercise by a Limited Partner of the right to elect Directors and any other rights afforded to such Limited Partner hereunder and under Section 13.4(b) of the Partnership Agreement shall be disinterested in such Limited Partner’s capacity as a limited partner of PVG, and no Limited Partner shall be liable for any debts, obligations or liabilities of the Company by reason of the foregoingmatter. (iii) The Members, the Directors and the Company shall use their commercially reasonable best efforts to take such action as shall be necessary or appropriate to give effect to and implement the provisions of Section 13.4(b) of the Partnership Agreement as adopted in this Section 6.2(b). (iv) The Board, by adoption of a resolution that is approved by the Board and without the consent of any other Person, shall have the authority to provide for staggered elections of Directors in the manner set forth in Section 13.4(b)(v) of the Partnership Agreement. (v) As of the date of this Agreement, the Directors are A. Xxxxx Xxxxxxxx, Xxxxxx X. Xxxx, Xxxxxxx X. Xxxx, Xx., Xxxx X. xxx Xxxxx, Xx., and Xxxxxxxx X. Xxxxxx.

Number; Qualification; Tenure. (a) The number of Directors constituting the Board shall be fiveeight, unless otherwise fixed from time to time (at a number greater than three) pursuant to a resolution adopted by a majority of the Directors, and at all times the composition of the Board shall include at least three Independent Directors. A Director need not be a Member. (i) The Members and the Company hereby adopt as part of the terms of this Agreement, and agree to be bound by, Section 13.4(b) of the Partnership Agreement as if such section were set forth in full herein and hereby delegate to the Limited Partners the right to elect three Independent Directors (the Directors “PVG Directors”) at an annual meeting of the Limited Partners to be held by the Company in accordance with Section 13.4(b) of the Partnership Agreement. Such delegation shall not cause the any Member to cease to be a member of the Company and shall not constitute a delegation of any other rights, powers, privileges or duties of the Member Members with respect to the Company. A Director need not be a Member or a Limited Partner. (ii) The Limited Partners shall not, as a result of exercising the rights granted under Section 13.4(b) of the Partnership Agreement, be deemed to be Members or holders of Membership Interests as such terms are defined in this Agreement or to be “members,” “managers” or holders of “limited liability company interests” as such terms are defined in the Act. The exercise by a Limited Partner of the right to elect PVG Directors and any other rights afforded to such Limited Partner hereunder and under Section 13.4(b) of the Partnership Agreement shall be in such Limited Partner’s capacity as a limited partner of PVGthe Partnership, and no Limited Partner shall be liable for any debts, obligations or liabilities of the Company by reason of the foregoing. (iii) The Members, the Directors and the Company shall use their commercially reasonable best efforts to take such action as shall be necessary or appropriate to give effect to and implement the provisions of Section 13.4(b) of the Partnership Agreement as adopted in this Section 6.2(b). (iv) The Board, by adoption of a resolution that is approved by the Board (including a majority of the PVG Directors) and without the consent of any other Person, shall have the authority to provide for staggered elections of the PVG Directors in the manner set forth in Section 13.4(b)(v) of the Partnership Agreement. (vc) As of The Member shall be entitled to appoint all Directors to the date Board other than the PVG Directors (the “Sponsor Directors”). Each Sponsor Director shall hold office until such Sponsor Director’s successor shall have been duly elected and qualified, or until such Sponsor Director’s earlier death, resignation or removal. The Member shall have the right to remove any Sponsor Director (with or without cause). If at any time there is a vacancy with respect to one or more Sponsor Directors on the Board, any such vacancy may only be filled by a person nominated for election and elected by the Member. Immediately prior to the effectiveness of this Agreement, the Directors are Xxxxxx Xxxxxxx, A. Xxxxx Xxxxxxxx, Xxxxxx Xxxxx X. XxxxXxxxxx, Xxxxx X. Xxxx and Xxxxxxx X. Xxxx, Xx.. were Directors and upon the effectiveness of this Agreement, Xxxxxx Xxxxxxx, A. Xxxxx Xxxxxxxx, Xxxxx X. Xxxxxx, Xxxxx X. Xxxx and Xxxxxxx X. xxx XxxxxXxxx, Xx. shall each serve as a Sponsor Director., ” 3. Section 6.9 of the LLC Agreement is hereby deleted and Xxxxxxxx X. Xxxxxx.replaced in its entirety with the following: