The Managing Member Clause Samples
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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.
(b) In consideration for providing services as Managing Member, the Company shall pay to the Managing Member an annual management fee (the “Management Fee”) beginning as of the date of closing of the transactions contemplated by the Assignment and Assumption Agreement and continuing through the end of the term of this Agreement. The annual Management Fee shall be equal to twenty percent (20%) of the first $10,000,000 of the Company’s consolidated net profits and thirty percent (30%) of any consolidated net profits of the Company in excess of $10,000,000 (in each case, as determined by the Managing Member) for the calendar year for which such Management Fee applies. Any payment of the Management Fee for any period other than a full calendar-year period shall be adjusted on a pro rata basis according to the actual number of days in such period. The annual Management Fee with respect to each calendar year shall be due and payable no later than 60 days following the end of such calendar year.
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.
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.
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 ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇. Upon the death or permanent disability of ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, 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.
The Managing Member. AST SPACEMOBILE, INC., a Delaware corporation Name: T▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Chief Operating Officer and Chief Financial Officer
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.
The Managing Member