Selection of Managers Sample Clauses
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. (i) Prior to an exercise of the Step-In Right described in Section 4.01(b)(ii), two Managers will be selected and appointed by the Members holding Class A Units and one Manager will be selected and appointed by the Members holding Class B Units (or, prior to the Conversion Date, Preferred Units).
(ii) If any of the following shall occur:
(A) (1) an Event of Default (as such term is defined in the Project Financing Documents) has occurred, or (2) prior to the Commercial Operation Date, the Project Company has been prohibited for a period of at least 60 consecutive days from drawing loans under Project Financing Documents as a result of the failure to satisfy the conditions precedent to drawing thereunder (to the extent not waived by the Senior Lenders such that the Company is not so prohibited) (other than any such condition precedent that has not been satisfied due to the breach or default by the Preferred Member hereunder) and the Company is not diligently pursuing a remedial plan to remedy such prohibition to the reasonable satisfaction of the Members holding Class B Units or the Preferred Member, as applicable;
(B) a material breach by the Company or any of its subsidiaries of any of the Key Project Contracts that (with notice, the passage of time or otherwise) could, if uncured, result in termination of such Key Project Contract, or the termination of any Key Project Contract by the counterparty thereto in accordance with the terms of such Key Project Contract, in each case, in which the Company is not diligently pursuing a remedial plan to remedy such breach or restore or replace such Key Project Contract to the reasonable satisfaction of the Members holding Class B Units or Preferred Member, as applicable;
(C) any material breach of the Sponsor Member LLC Agreement (other than by the Redeemable Preferred Unit Holders) that is adverse to the Redeemable Preferred Unit Holders in a material respect and that is not cured within thirty (30) days after the Preferred Member (as defined in the Sponsor Member LLC Agreement) has provided notice of such breach;
(D) a significant casualty or condemnation event or loss of the U.S. Department of Energy export license related to the Project or other material Governmental Authorization, in each case, that (1) results in the cessation of commercial operations of the Project in the ordinary course of business for a period of at least 30 days and (2) which the Company is not diligently pursuing a remedial plan to the r...
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. 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. (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 five (5). 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 -11- 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"). 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.
(e) Within thirty (30) days after the removal, resignation or death of any Manager, the Managers then serving shall select one natural person, who may but need not be a Member, to fill each vacancy created thereby; PROVIDED, THAT, except as set forth in SECTION 3.1(b) and in the immediately succeeding sentence, to the extent a Manager has been appoi...
Selection of Managers. (i) The Board may consist of one or more "MANAGERS" appointed from time to time by the Members holding a Majority in Interest and in accordance with that certain Amended and Restated Stockholders Agreement, dated as of November 26, 2002, by and among Parent, DigitalNet Holdings, Inc., a Delaware corporation and certain of its stockholders (the "STOCKHOLDERS AGREEMENT"). The number of Managers may be established from time to time by Members holding a Majority in Interest and in accordance with the Stockholders Agreement. Each Manager appointed shall serve until his successor is appointed or until his earlier resignation or death or removal in accordance with this Agreement and the Stockholders Agreement. No Manager need be a resident of the State of Delaware or a Member.
(ii) A Manager may be removed, with or without cause, by the Members holding a Majority in Interest in accordance with the Stockholders Agreement. A Manager may resign at any time upon written notice to the Company.
(iii) After the removal, resignation or death of any Manager, the Members holding a Majority in Interest, in accordance with the Stockholders Agreement, may appoint one person to fill any vacancy created thereby.
(iv) Unless another percentage is set forth herein or is required by applicable law, any determination or action required to be taken by the Board shall be taken by a majority of the Managers then in office. Regular meetings of the Board may be held on such date and at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called from time to time by the Chairman of the Board, if any, or the Chief Executive Officer, and shall be called by the Chairman of the Board, if any, or the Chief Executive Officer upon request by any two Managers. Notice of each special meeting of the Board stating the date, place and time of such meeting shall be given to each Manager by mail not less than forty-eight hours, or personally or by telephone not less than twenty-four hours, before the date and time of the meeting. Any action required or permitted to be taken by the Board may be taken at a meeting of the Board or by a written consent executed by the Managers having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting. Managers may participate in a meeting of the Board by means of telephone conference or similar communications equipment by which all persons partic...
Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have five (5) Managers, being Kenneth S. Shifrin ("Sxxxxxx"), Xxxx X. Humxxx ("Xummel"), Xxxxx Xxxcik ("Xxxcik"), Xxxx X. Manxxx, M.D. ("Xxxxxx"), xnd Stephen X. Xurner, M.X. ("Xxxxxx"). X Manager shxxx xxrve as a Manager until his or her resignation or removal pursuant to Section 8.2 or 8.