Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have three (3) Managers, being Xxxx Xxxxxx and Xxxxx Xxxxxx (as the initial Manager designees of Prime), and Xxxxxx Xxxxxx, M.D. (as the initial Manager designee of Caster, Inc.). Thereafter, for so long as there are three (3) Managers, (a) Prime shall be entitled to designate two (2) of the Managers; and (b) Caster, Inc. shall be entitled to designate the remaining one (1) Manager. Notwithstanding the foregoing, a Member shall not be entitled to designate any Manager unless its Membership Interest: (y) has not (other than as allowed under Section 2.5 of this Agreement) been transferred, repurchased, assigned, pledged, hypothecated or in any way alienated; and (z) equals or exceeds thirty percent (30%) of the aggregate Membership Interests (after including in such determination all Membership Interests held by the permitted transferees of such Member); provided, however, that the foregoing limitations shall not apply in the event the parties restructure their relationship pursuant to this Agreement in an effort to comply with any applicable law, rule or regulation that makes such restructuring necessary. The Members may, by unanimous vote of all Members, from time to time, change the number of Managers of the Company and remove or add Managers accordingly. A Manager shall serve as a Manager until his or her resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.
Selection of Managers. Management of the Company shall be vested in the Managers. The Managers of the Company shall be appointed by the Members. Each Manager shall serve as a Manager until removed pursuant to Sections 9.2 or 9.3. Managers need not be residents of the State of Delaware. The initial Managers of the Company shall be the following named persons: Dennert X. Xxxx
Selection of Managers. By May 2016, all secondary legislation needed for implementation of the legislation on selection of managers will be issued. From June 2016, job descriptions will be required for the process of selection of managers. The authorities will finalise the appointments of Directors General by September 2016; of Directors by January 2017; and of Heads of Division by June 2017.
Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have four (4) Managers, being Xxx Xxxxxxx, Xxx Xxxxxxx, M.D., (as the initial Manager designees of Prime), Xxxxx X. Xxxxxxx, M.D. and Xxxxxx X. Xxxxxx, M.D., (as the initial Manager designees of BDEC). Thereafter, for so long as there are four (4) Managers, (a) Prime shall be entitled to designate two (2) of the Managers; and (b) BDEC shall be entitled to designate the remaining two (2) of the Managers. Notwithstanding the foregoing, a Member shall not be entitled to designate any Manager unless its Membership Interest: (x) has not (other than as allowed under Section 2.5 of this Agreement) been transferred, repurchased, assigned, pledged, hypothecated or in any way alienated; and (y) equals or exceeds forty percent (40%) of the aggregate Membership Interests. The Members may, by unanimous vote of all Members, from time to time, change the number of Managers of the Company and remove or add Managers accordingly. A Manager shall serve as a Manager until their resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.
Selection of Managers. The number of Managers of the Company shall be no fewer than three (3) and no more than five (5). Each Manager must be elected by a Majority Interest. Each Manager shall cease to be a Manager upon the earliest to occur of the following events: (a) such Manager shall be removed, with or without cause, by a Majority Interest at a meeting of the Members called for that purpose; (b) such Manager shall resign as a Manager, by giving notice of such resignation to the Members; or (c) such Manager shall die, wind up and terminate (unless its business is continued without the commencement of liquidation or winding up). Any vacancy in any Manager position may be filled by a Majority Interest at a meeting of the Members called for that purpose, or by a majority of the remaining Managers, though less than a quorum of the Managers.
Selection of Managers. As prior actions, the authorities will (i) approve the Ministerial Decision on structured interviews; (ii) issue the circular on recognition of private sector experience, to have service councils complete the process by the end of 2016; (iii) issue the circular on job descriptions. As prior action the authorities will launch the call for Directors General for HR and financial services, with appointments to be completed in September 2017; the call for thematic Directors General will be launched in September 2017 (key deliverable), with appointments to be completed by December 2017 (key deliverable). In January 2018, the call for all Directors will be launched, and Directors will be appointed by March 2018; by March 2018, the call for all Heads of Division will be launched, and Heads of Division will be appointed by April 2018 (key deliverable).
Selection of Managers. (a) Except as otherwise required by applicable law or this Agreement, the business and affairs of the Company shall be managed by the Managers. The Managers of the Company on the date of this Agreement are Xxxxxx X. Xxxxxxxx, Xxxxxx Xxxx and Xxxxx X. Xxxxx, Xx., each of whom shall serve until his successor is appointed or until his earlier resignation or death or removal in accordance with this Agreement or any other agreement of the Company which has been duly adopted by the Managers.
(b) The number of Managers shall be no less than three (3) and no more than six (6). As long as members of the Argosy Group shall collectively own at least 15% of the outstanding Common Units and the Company has not completed an initial public offering, Argosy-Safety Products, L.P. (“Argosy”) shall have the right to appoint three Managers (the “Argosy Managers”), one of which, as of the date of this Agreement, shall be Xxxxx X. Xxxxx, Xx. As long as members of the Xxxxxxx Group shall collectively own at least 15% of the outstanding Common Units and the Company has not completed an initial public offering, the Members holding a majority of the Common Units held by members of the Xxxxxxx Group (“Majority Xxxxxxx Holders”) shall have the right to appoint one Manager (the “Xxxxxxx Manager”). As long as Continental Illinois Venture Corp. (“CIVC”) shall own at least 13% of the outstanding Common Units and the Company has not completed an initial public offering, CIVC shall have the right to appoint one Manager (the “CIVC Manager”). The remaining Manager(s) shall be appointed by consent or vote of a majority of the Common Voting Units.
(c) Subject to Section 3.1(d) below, a Manager may be removed, with or without cause, by the vote of the Members owning at least fifty-one percent (51%) of the Common Voting Units entitled to appoint or vote for such Manager.
(d) At any time that the ownership of Units held by members of the Argosy Group decreases to a level that would no longer entitle Argosy to appoint the Argosy Managers that had been appointed pursuant to Section 3.1(b), the Argosy Managers shall resign. At any time that the ownership of Units held by members of the Xxxxxxx Group decreases to a level that would no longer entitle Majority Xxxxxxx Holders to appoint the Xxxxxxx Manager that had been appointed pursuant to Section 3.1(b), the Xxxxxxx Manager shall resign. At any time that the ownership of Units held by CIVC decreases to a level that would no longer entitle CIVC to ap...
Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have five (5) Managers, being Xxx Xxxxxxx, Xxx Xxxxxxx, M.D., and Xxxx Xxxxxx, Xxxxx X. Xxxxxxx, M.D., and Xxxx Xxxxxxxxx. Thereafter, the Managers shall be elected or removed pursuant to the vote or written consent of Members holding a majority of the Membership Interests. A Manager shall serve as a Manager until his or her earlier resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.
Selection of Managers. 3.2 Management 3.3 Restrictions
