The Board of Managers Sample Clauses

The Board of Managers. (a) Prior to the Initial Closing Date, the Organizational Shareholder, in its sole discretion, designated and elected persons to serve as Managers on the Board of Managers. Each Manager has agreed to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers by Shareholders, designate as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. Any person who shall hold himself or herself out as a Manager or acts in such capacity shall be deemed to have agreed to the provisions of this Agreement pertaining to the obligations of a Manager whether or not such person executes a written agreement to such effect. The number of Managers shall be one (1) or such other number as shall be fixed from time to time by the Board of Managers. The Board of Managers shall also be known as the Board of Directors of the Fund, Managers also shall be known as Directors of the Fund, and Independent Managers also shall be known as Independent Directors of the Fund. (b) Each Manager shall serve as a Manager for the duration of the term of the Fund, subject to any limitation on the term of services imposed by any retirement plan adopted by the Board of Manager and Section 4.2 hereof. If any vacancy in the position of a Manager occurs for any reason, the remaining Managers may appoint a person to serve in such capacity, provided such appointment is in accordance with the Investment Company Act, unless the Board of Managers determines, in accordance with Section 2.6(a), to decrease the size of the Board of Managers to the number of remaining Managers, so long as immediately after such appointment at least two-thirds of the Managers then serving would have been elected by shareholders. The Managers may call a meeting of Shareholders to fill any vacancy in the position of Manager, and shall do so when required by the Investment Company Act, within 60 days after any date on which Managers who were elected by the Shareholders cease to constitute a majority of the Managers then serving on the Board of Managers. An appointment of a Manager may be made by the Managers then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in n...

The Board of Managers. The management of the business and affairs of the Company shall be vested exclusively in the Board of Members (the “Board”), and the Board may make all decisions and take all actions for the Company which in its sole judgment are necessary or appropriate to carry out the Company’s purposes. The Board shall consist of four members, two of whom shall be designated by the Purchaser Member and two of whom shall be designated by the Seller Member.

The Board of Managers. (a) The Board of Managers shall be composed of three (3) Managers. As long as Investor and its Affiliates own, in the aggregate, a number of Membership Units not less than 50% of the Membership Units of the Company, adjusting for unit splits, unit dividends or distributions or other similar cashless transactions affecting the number of Membership Units outstanding (the “Ownership Threshold”), Investor shall have the right to appoint a majority of the Managers on the Board of Managers (the “Investor Managers”). As long as Development and its Affiliates own, in the aggregate, not less than 50% of the Membership Units Beneficially Owned by Development as of the Effective Date (adjusting for unit splits, unit dividends or distributions or other similar cashless transactions affecting the number of Membership Units outstanding), Development shall have the right to appoint one (1) Manager (the “Development Manager”). Upon Investor and its Affiliates in the aggregate ceasing to hold Membership Units greater than or equal to the Ownership Threshold, Investor shall immediately cause the Investor Managers to resign from the Board of Managers, and the number of Managers on the Board of Managers will be allocated between the Members in proportion to the number of Membership Units held by each Member; provided, that such event shall not otherwise affect the rights of Development to appoint a Manager as provided in this Section 7.02(a). Each of the Members will then have the right to appoint the number of Managers allocated to it. Upon Development and its Affiliates ceasing to own, in the aggregate, at least 50% of the Membership Units Beneficially Owned by Development as of the Effective Date, Development shall immediately cause the Development Manager to resign from the Board of Managers, and the number of Managers on the Board of Managers will be allocated between the Members in proportion to the number of Membership Units held by each Member; provided, that such event shall not otherwise affect the rights of Investor to appoint two Managers as provided in this Section 7.02(a). Each of the Members will then have the right to appoint the number of Managers allocated to it. The names of the initial Managers are as follows: (b) Investor shall have the right, so long as it has the right to appoint one or more Managers pursuant to Section 7.02(a), to appoint an alternate Manager (the “Investor Alternate”) to attend meetings in lieu of any Manager designated by it, which s...

The Board of Managers. (a) From and after the date hereof, the Company shall be managed by a Board of Managers (“Board of Managers”) as provided in this Article III, subject to the approval rights of specific Members set forth herein including without limitation the approval rights of the Class A Units set forth in Section 3.3. The Board shall also appoint a Member to act as the tax matters Member, who shall act in the same capacity as the “Tax Matters Partner” of a partnership as referred to in Section 623 1 (a)(7)(A) of the Code. As of the date of this Agreement, the Tax Matters Partner shall be the TA Class A Member. (b) The Board of Managers shall be composed of seven (7) members (the “Board Members”). Board Members shall be elected pursuant to this Section 3.1. The members of the Board of Managers shall be elected as follows: (i) the holders of a TA Majority Interest shall be entitled to elect five (5) members of the Board of Managers, of whom (A) at least one shall at all times be a non-Affiliate of TA Associates and (B) up to four (4) may be Affiliated with TA Associates (any such Affiliated Board Members, the “TA Board Members”), such Board Members shall initially be Xxxxxxx X. Xxxxxx (as a TA Board Member), Xxxxxxx X. Xxxxxx (as a TA Board Member) with vacancies to be filled after the date hereof, and (ii) the holders of a majority of the outstanding Class C Units shall be entitled to elect two (2) members of the Board of Managers, who shall initially be Xxxxxxx Xxxxx and Xxxxxxxx Xxxxx. A Board Member may be removed only by the class or classes of Members who elected such Board Member.

The Board of Managers. (a) Except as reserved for determination by the Shareholders pursuant to Section 9.3 (Powers of the General Assembly), the overall management and control of the Company shall be managed by a board of managers (the “Board”). (b) The Board shall consist of eight (8) members (each a “Manager”). Prior to the sale to the PublicCo Shareholder of the PublicCo Acquisition Interest in accordance with Sections 5.2 (Sale of PublicCo Acquisition Interest; Initial Public Offering) and 19.2(a) (Permitted Transfers to PublicCo and Qualifying Affiliates), each Founding Shareholder shall have the right to nominate four (4) Managers. Upon the sale to the PublicCo Shareholder of the PublicCo Acquisition Interest in accordance with Sections 5.2 (Sale of PublicCo Acquisition Interest; Initial Public Offering) and 19.2(a) (Permitted Transfers to PublicCo and Qualifying Affiliates), each Founding Shareholder shall cause [***]of its Managers to resign, and thereafter the PublicCo Shareholder shall have the right to nominate [***]Managers and each Founding Shareholder shall have the right to nominate [***]Managers. Each Shareholder shall vote for the appointment of the individuals nominated by the Founding Shareholders and the PublicCo Shareholder to be Managers in accordance with this Section 8.1(b), provided that each such individual satisfies the Manager Eligibility Criteria. (c) To be eligible to serve as a Manager, any individual nominated by either Founding Shareholder or the PublicCo Shareholder must satisfy the following criteria (the “Manager Eligibility Criteria”): (i) be of sound mind and health and capable of managing his or her affairs and the affairs of the Company; (ii) not be the subject of any criminal conviction relevant to the governance or affairs of the Company, or otherwise of a serious nature; (iii) not be bankrupt or insolvent or not have made or entered into any arrangement or composition with his or her creditors generally; (iv) not be a current employee, officer, director, or contractor of, or currently hold a similar position in or with: (A) any competitor of either Founding Shareholder or their respective Qualifying Affiliates (other than the Dow Founding Shareholder or the Saudi Aramco Founding Shareholder or their respective Qualifying Affiliates); or (B) any Person to whom a Partial Transfer has been effected by way of an Upstream Transfer in accordance with Section 19.3 (Transfers to Third Parties); and (v) not have a material economic or voting in...

The Board of Managers. Each of FIM and GM and any party that executes a joinder to this Agreement (including the Trustee or Treasury) pursuant to Section 4(j) shall vote or shall cause to be voted (including causing the trustee(s) of any trust formed by any party to hold Common Membership Interests of the Company to vote in accordance with this Agreement, which, in the case of GM with respect to so causing the trustee(s), shall be satisfied by the actions required to be taken by GM pursuant to the last sentence of Section 4(j)) all voting interests of the Company over which such party has direct or indirect voting control, and shall take all other necessary or desirable lawful actions within such party’s control (whether in such party’s capacity as a holder of Common Membership Interests, manager, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable lawful actions within its control (including, without limitation, calling special board and Common Holder meetings), so that:

The Board of Managers. The highest governing body of the Company shall be the Board of Managers (the "Board"). The property, affairs and business of the Company shall be managed by or under the direction of the Board, which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or this Agreement directed or required to be exercised or done by the Members. The Board shall operate in accordance with the procedures set forth in this Agreement. The Board shall assume such responsibilities and have such authority, powers and rights as the Members may from time to time determine.

The Board of Managers. (a) From and after January 31, 2014, the Company shall be managed by a Board of Managers (‘Board of Managers’) as provided in this Article III. The Board of Managers shall appoint a Member to act as the tax matters Member, who shall act in the same capacity as the ‘Tax Matters Partner’ of a partnership as referred to in Section 623l(a)(7)(A) of the Code. As of January 31, 2014, the Tax Matters Partner shall be TA Class A Member. (b) The Board of Managers shall be composed of four (4) members (the ‘Board Members’). As of January 31, 2014, the four members of the Board of Managers shall initially be Xxxxxxx X. Xxxxxx, Xxxxxxx X. Block, Xxxxxx X. Xxxxxx, and Xxxxx X. Xxxxxxxx, and each shall serve as provided for in Section 3.12, or until the holders of a majority of the Company’s outstanding membership interests shall duly vote to replace any or all of them. The members of the Board of Managers shall be elected by the holders of a majority of the outstanding membership interests.

The Board of Managers. (a) Number, Qualification and Term of Office. Managers shall be elected or appointed by the Members at the times, in the manner and for the terms as prescribed by this Agreement.

The Board of Managers or the Managing Agent shall keep and maintain the Condominium Documents and the Floor Plans, as the same may be amended from time to time, and detailed records of the actions of the Board of Managers, minutes of the meetings of the Board of Managers (and any committee thereof), minutes of Unit Owners meetings, if any (and committees of Unit Owners, if any) and financial records and books of account with respect to the activities of the Board of Managers and the Condominium, including a chronological listing of receipts and expenditures, as well as a separate account for each Unit which, among other things, shall contain the amount of each assessment of Common Charges against such Unit, the date when due, the amounts paid thereon, and the balance remaining unpaid (the “Records”). All such Records shall be kept at the offices of the Condominium and/or at such other reasonably proximate location(s) in The City of New York as is determined by the Board of Managers from time to time; and each Unit Owner, each Permitted Mortgagee of a Unit, and each Declarant Net Lessee shall at its sole cost and expense have the right to examine the records and books of the Condominium at reasonable intervals during regular business hours.