Power of Continuing Directors. The Continuing Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article 10, including, without limitation, (a) whether a Person is an Interested Shareholder, (b) the number of Trust Interests of the Company beneficially owned by any Person, (c) whether a Person is an Affiliate or Associate of another, and (d) the Fair Market Value of the equity securities of the Company or any Subsidiary thereof, and the good faith determination of the Continuing Directors on such matters shall be conclusive and binding for all the purposes of this Article 10.
Appears in 6 contracts
Samples: Operating Agreement (Compass Group Diversified Holdings LLC), Operating Agreement (Compass Group Diversified Holdings LLC), Operating Agreement (Compass Diversified Holdings)
Power of Continuing Directors. The Continuing Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article 10VII, including, without limitation, (a) whether a Person is an Interested Shareholder, (b) the number of Trust Interests of the Company Shares beneficially owned by any Person, (c) whether a Person is an Affiliate or Associate of another, another and (d) the Fair Market Value of the Shares, the Sponsor Interests or any equity securities of the Company or any Subsidiary thereof, ; and the good faith determination of the Continuing Directors on such matters shall be conclusive and binding for all the purposes of this Article 10VII.
Appears in 5 contracts
Samples: Trust Agreement (Compass Group Diversified Holdings LLC), Trust Agreement (Compass Group Diversified Holdings LLC), Trust Agreement (Compass Diversified Holdings)
Power of Continuing Directors. The Continuing Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article 10, including, without limitation, (a) whether a Person is an Interested Shareholder, (b) the number of Trust LLC Interests of the Company beneficially owned by any Person, (c) whether a Person is an Affiliate or Associate of another, and (d) the Fair Market Value of the equity securities of the Company or any Subsidiary thereof, and the good faith determination of the Continuing Directors on such matters shall be conclusive and binding for all the purposes of this Article 10.
Appears in 3 contracts
Samples: Operating Agreement (Macquarie Infrastructure CO LLC), Operating Agreement (Macquarie Infrastructure CO LLC), Operating Agreement (Macquarie Infrastructure CO Trust)
Power of Continuing Directors. The Continuing Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article 10VIII, including, without limitation, (a) whether a Person is an Interested Shareholder, (b) the number of Trust Interests of the Company Shares beneficially owned by any Person, (c) whether a Person is an Affiliate or Associate of another, another and (d) the Fair Market Value of the Shares, the Sponsor Shares or the equity securities of the Company or any Subsidiary thereof, ; and the good faith determination of the Continuing Directors on such matters shall be conclusive and binding for all the purposes of this Article 10VIII.
Appears in 3 contracts
Samples: Trust Agreement (Macquarie Infrastructure CO LLC), Trust Agreement (Macquarie Infrastructure CO Trust), Trust Agreement (Macquarie Infrastructure CO Trust)
Power of Continuing Directors. The Continuing Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article 1016, including, without limitation, (a) whether a Person is an Interested ShareholderMember, (b) the number of Trust Interests Shares of the Company beneficially owned by any Person, (c) whether a Person is an Affiliate or Associate of another, and (d) the Fair Market Value of the equity securities of the Company or any Subsidiary thereof, and the good faith determination of the Continuing Directors on such matters shall be conclusive and binding for all the purposes of this Article 1016.
Appears in 2 contracts
Samples: Operating Agreement (KKR Financial Holdings LLC), Operating Agreement (KKR Financial Holdings LLC)
Power of Continuing Directors. The Continuing Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article 10X, including, without limitation, (a) whether a Person is an Interested Shareholder, (b) the number of Trust Interests Common Shares of the Company beneficially owned by any Person, (c) whether a Person is an Affiliate or Associate of another, and (d) the Fair Market Value of the equity securities of the Company or any Subsidiary thereof, and the good faith determination of the Continuing Directors on such matters shall be conclusive and binding for all the purposes of this Article 10.X.
Appears in 2 contracts
Samples: Operating Agreement (1847 Holdings LLC), Operating Agreement (Atlas Industries Holdings LLC)
Power of Continuing Directors. The Continuing Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article 10, including, without limitation, (a) whether a Person is an Interested Shareholder, (b) the number of Trust LLC Interests of the Company beneficially owned by any Person, (c) whether a Person is an Affiliate or Associate of another, another and (d) the Fair Market Value of the equity securities of the Company or any Subsidiary thereof, and the good faith determination of the Continuing Directors on such matters shall be conclusive and binding for all the purposes of this Article 10.
Appears in 1 contract
Samples: Operating Agreement (Macquarie Infrastructure CO Trust)
Power of Continuing Directors. The Continuing Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article 10XV, including, without limitation, (a) whether a Person is an Interested ShareholderMember, (b) the number of Trust Interests Shares of the Company beneficially owned by any Person, (c) whether a Person is an Affiliate or Associate of another, and (d) the Fair Market Value of the equity securities of the Company or any Subsidiary thereof, and the good faith determination of the Continuing Directors on such matters shall be conclusive and binding for all the purposes of this Article 10XV.
Appears in 1 contract
Power of Continuing Directors. The Continuing Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article 10XIII, including, without limitation, including (a) whether a Person is an Interested ShareholderUnitholder, (b) the number of Trust Interests of the Company Units beneficially owned by any Person, (c) whether a Person is an Affiliate or Associate of another, and (d) the Fair Market Value of the equity securities of the Company or any Subsidiary thereof, and the good faith determination of the Continuing Directors on such matters shall be conclusive and binding for all the purposes of this Article 10.XIII.β
Appears in 1 contract
Samples: Limited Liability Company Agreement
Power of Continuing Directors. The Continuing Directors shall have the power and duty to determine, on the basis of information known to them after reasonable inquiry, all facts necessary to determine compliance with this Article 10XIII, including, without limitation, including (a) whether a Person is an Interested ShareholderUnitholder, (b) the number of Trust Interests of the Company Units beneficially owned by any Person, (c) whether a Person is an Affiliate or Associate of another, and (d) the Fair Market Value of the equity securities of the Company or any Subsidiary thereof, and the good faith determination of the Continuing Directors on such matters shall be conclusive and binding for all the purposes of this Article 10XIII.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Macquarie Infrastructure Holdings, LLC)