The Managing Member Sample Clauses

The Managing Member. (a) ACS shall be the “manager” of the Company for the purposes of the Act and this Agreement (the “Managing Member”). Except as otherwise specifically provided in this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Managing Member and (ii) the Managing Member shall conduct, direct and exercise full control over all activities of the Company. The Managing Member may act through such persons as it, in its sole discretion, deems necessary and appropriate to perform its duties hereunder and may designate any such persons as officers of the Company. In the event ACS transfers its Membership Interests, in whole or in part, it may designate such transferee as the successor Managing Member. Notwithstanding the foregoing, the Managing Member may not sell, transfer or assign a material portion of the assets of the Company and its Subsidiaries (taken as a whole) in one or a series of related transactions (other than the Company or a Subsidiary of the Company), to an Affiliate of the Managing Member, without the consent of the Majority Members.
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The Managing Member. Pubco shall be the sole managing Member of the Company. Except as otherwise required by Law, (i) the Managing Member shall have full and complete charge of all affairs of the Company, (ii) the management and control of the Company’s business activities and operations shall rest exclusively with the Managing Member, and the Managing Member shall make all decisions regarding the business, activities and operations of the Company (including the incurrence of costs and expenses) in its sole discretion without the consent of any other Member, and (iii) the Members other than the managing Member (in their capacity as such) shall not participate in the control, management, direction or operation of the activities or affairs of the Company and shall have no power to act for or bind the Company.
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The Managing Member. The Managing Member shall have the exclusive right and power to manage and operate the Company and to do all things necessary to carry on the business of the Company in accordance with this Agreement and the Act. The Managing Member shall devote so much of its time to the business of the Company as in its judgment the conduct of the Company’s business shall reasonably require and shall not be obligated to do or perform any act or thing in connection with the business of the Company not expressly set forth herein. The Managing Member may engage in business ventures of any nature and description independently or with others and neither the Company nor any of its Members shall have any rights in and to such independent ventures or the income or profits derived therefrom.
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The Managing Member. Subject to the terms and conditions of this Agreement, the Managing Member shall have the sole and exclusive right and authority to manage and control the business and affairs of the Company, and shall possess all rights and powers of a "manager" of a limited liability company as provided by the Act and applicable law.
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The Managing Member. AST SPACEMOBILE, INC., a Delaware corporation /s/ Txxxxx Xxxxxxxx Name: Txxxxx Xxxxxxxx Title: Chief Operating Officer and Chief Financial Officer
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The Managing Member. The ordinary and usual decisions concerning the business affairs of the Company shall be made by a managing member (the "Managing Member"), who shall be a Member of the Company. The Managing Member of the Company initially shall be KBI. KBI shall cease to be the Managing Member upon the death or permanent disability of Xxxxxxxx X. Xxxxx. Upon the death or permanent disability of Xxxxxxxx X. Xxxxx and until such time as KBI Members have no Interests in the Company, the duties of the Managing Member shall be assumed by two managers (the "Substitute Managers"), who shall be [Redacted] and [Redacted]. Upon each anniversary date of this Agreement, the Members shall review the Substitute Managers designated in the immediately preceding sentence and KBI, in its sole and absolute discretion, shall determine whether to designate one or more persons to replace the persons currently designated as Substitute Managers. Upon the death or permanent disability of Xxxxxxxx X. Xxxxx, BMHC Members may name one or more persons to replace the then designated Substitute Managers provided, however, if BMHC Members exercise such right (the "BMHC Manager Designation"), the KBI Interests shall be redeemed in accordance with Section 8.1.
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The Managing Member 
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Related to The Managing Member

  • Managing Member Unless otherwise expressly provided in this Agreement, the Managing Member or any of its Affiliates who hold any Interests shall not be entitled to vote in its capacity as holder of such Interests on matters submitted to the Members for approval, and no such Interests shall be deemed Outstanding for purposes of any such vote.

  • The Manager The Manager assumes and shall pay for maintaining the staff and personnel necessary to perform its obligations under this Agreement, and shall at its own expense, provide the office space, equipment and facilities which it is obligated to provide under Article I hereof, and shall pay all compensation of officers of the Fund and all Directors who are affiliated persons of the Manager.

  • General Partner (a) The business, property and affairs of the Partnership shall be managed under the sole, absolute and exclusive direction of the General Partner, which may from time to time delegate authority to officers or to others to act on behalf of the Partnership.

  • The Members Members are the owners of the Company. Members are not entitled to compensation for services furnished to the Company in the Member’s capacity as a Member. The name and residential address of each Member is contained in Exhibit 1 attached to this Agreement. Each Member’s initial membership interest is the percentage set forth in Exhibit 1. An unauthorized transfer of a Member’s interest could create a substantial hardship for the Company. Consequently, the Members agree to the restrictions and procedures affecting the ownership and transfer of the Members’ interests as identified in Article VII. The Members acknowledge these restrictions are not intended to penalize, but rather are intended to protect and preserve the existing trust-based relationships, the Company’s capital, and the Company’s financial ability to continue its operations.

  • The Managing Broker Dealer agrees to promptly notify the Company of the commencement of any litigation or proceedings against the Managing Broker-Dealer or any of its managers, members, partners, officers, employees, agents, attorneys and accountants in connection with the Offering.

  • Activities of the Manager The services of the Manager to the Fund hereunder are not to be deemed exclusive, and the Manager and any of its affiliates shall be free to render similar services to others. Subject to and in accordance with the Agreement and Declaration of Trust and By-Laws of the Trust and Section 10(a) of the 1940 Act, it is understood that trustees, officers, agents and shareholders of the Trust are or may be interested in the Manager or its affiliates as directors, officers, agents or stockholders; that directors, officers, agents or stockholders of the Manager or its affiliates are or may be interested in the Trust as trustees, officers, agents, shareholders or otherwise; that the Manager or its affiliates may be interested in the Fund as shareholders or otherwise; and that the effect of any such interests shall be governed by said Agreement and Declaration of Trust, By-Laws and the 1940 Act.

  • Special Member Upon the occurrence of any event that causes the Member to cease to be a member of the Company (other than (i) upon an assignment by the Member of all of its limited liability company interest in the Company and the admission of the transferee, or (ii) the resignation of the Member and the admission of an additional member of the Company, (a “Member Cessation Event”)), Springing Member 1 shall, without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as a Special Member and shall continue the Company without dissolution. If, however, at the time of a Member Cessation Event, Springing Member 1 has died or is otherwise no longer able to step into the role of Special Member, then in such event, Springing Member 2 shall, concurrently with the Member Cessation Event, and without any action of any Person and simultaneously with the Member Cessation Event, automatically be admitted to the Company as Special Member and shall continue the Company without dissolution. It is the intent of these provisions that the Company never have more than one Special Member at any particular point in time. No Special Member may resign from the Company or transfer its rights as Special Member unless a successor Special Member has been admitted to the Company as Special Member by executing a counterpart to this Agreement. The Special Member shall automatically cease to be a member of the Company upon the admission to the Company of a substitute member. The Special Member shall be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of Company assets. Pursuant to Section 18-301 of the Act, a Special Member shall not be required to make any capital contributions to the Company and shall not receive a limited liability company interest in the Company. A Special Member, in its capacity as Special Member, may not bind the Company. Except as required by any mandatory provision of the Act, a Special Member, in its capacity as Special Member, shall have no right to vote on, approve or otherwise consent to any action by, or matter relating to, the Company, including, without limitation, the merger, consolidation or conversion of the Company. In order to implement the admission to the Company of the Special Member, each of Springing Member 1 and Springing Member 2 shall execute a counterpart to this Agreement. Prior to its admission to the Company as Special Member, neither Mxxxxxx X. Xxxxx nor Jxxxxx B. Xxxxx shall be a member of the Company. The Company shall at all times have a Springing Member 1 and Springing Member 2. No resignation or removal of either Springing Member 1 or Springing Member 2, and no appointment of a successor Springing Member, shall be effective unless and until such successor shall have executed a counterpart to this Agreement. In the event of a vacancy in the position of Springing Member 1 or Springing Member 2, the Member shall, as soon as practicable, appoint a successor Springing Member to fill such vacancy. By signing this Agreement, a springing member agrees that, should such Springing Member become a Special Member, such springing member will be subject to and bound by the provisions of this Agreement applicable to a Special Member.

  • Initial Member (a) The name, address and initial Membership Interest of the initial Member is as follows: Name Membership Interest BR Cxxxxxx DFW Portfolio JV, LLC 100% c/o Bluerock Real Estate, L.L.C. 700 Xxxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, XX 00000

  • Manager 5.1. Rules relating to the rights, duties and responsibilities of the Managers shall be governed by the Act. Such provisions are hereinafter incorporated into this Agreement by reference. Without limiting the generality of the foregoing, the Manager shall have the powers set forth in Paragraph 5.3 below.

  • Sole Member As of the date hereof, the Member is the sole member of the Company and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

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