Common use of Appointment; Resignation Clause in Contracts

Appointment; Resignation. (a) Subject to Section 12.1(l)(b) below, the Company shall have two (2) Managers (each referred to as a “Manager” and, collectively, the “Managers”), who shall each be appointed by the vote or consent of Members owning or holding at least a majority of the Participation Interests, provided, however, that (i) so long as Panda Interests LLC owns or holds a Company Interest, one such Manager shall be appointed by Panda Interests LLC, in its sole discretion; and (ii) for so long as Mercer Interests LLC owns or holds a Company Interest, the other such Manager shall be appointed by Mercer Interests LLC, in its sole discretion. The foregoing powers of appointment granted to the Successor Members are personal in nature and shall not be included in or otherwise be considered a part of the Company Interests and/or Participation Interests of either of the foregoing named Successor Members. Such powers of appointment shall not be assignable, voluntarily or involuntarily, by either of the foregoing named Successor Members except as expressly provided in this Agreement. Panda Interests LLC hereby appoints Lammot J. du Pont as a Manager of the Company. Mercer Interests LLC hereby appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇ as a Manager of the Company. (b) Upon the death or adjudication of incompetency of, or a Bankruptcy Event with respect to, either of Lammot J. du Pont or ▇▇▇▇▇▇▇ ▇▇▇▇▇, such individual shall automatically cease to be a Manager and all of the rights, powers and authority of the Managers as described herein and/or pursuant to applicable law, shall be vested in the other of them as the sole Manager, provided such other is alive, has not been adjudicated incompetent, and is not then Amended and Restated Limited Liability Company Agreement Yak Management LLC subject to a Bankruptcy Event. Upon the death or adjudication of incompetency of, or a Bankruptcy Event with respect to, Lammot J. du Pont, the power to appoint a Manager granted to Panda Interests LLC in Section 12.1(l)(a) above shall be null and void and of no further force or effect and Mercer Interests LLC, provided it owns a Company Interest at the time, shall have the sole power to appoint the sole Manager of the Company. Upon the death or adjudication of incompetency of, or a Bankruptcy Event with respect to, ▇▇▇▇▇▇▇ ▇▇▇▇▇, the power to appoint a Manager granted to Mercer Interests LLC in Section 12.1(l)(a) above shall be null and void and of no further force or effect and Panda Interests LLC, provided it owns a Company Interest at the time, shall have the sole power to appoint the sole Manager of the Company. If neither Panda Interests LLC nor Mercer Interests LLC owns a Company Interest, the Managers shall be chosen as provided in Section 12.1(a) above. (c) Any Manager may resign at any time, provided not less than sixty (60) days’ written notice is given to the other Manager, if any, and the Members of the Company before the effective date of such resignation.

Appointment; Resignation. (a) Subject to Section 12.1(l)(b) below, the Company shall have two (2) Managers (each referred to as a “Manager” and, collectively, the “Managers”), who shall each be appointed by the vote or consent of Members owning or holding at least a majority of the Participation Interests, provided, however, that (i) so long as Panda Interests LLC owns or holds Limited Liability Company Agreement Whale Holdings LLC a Company Interest, one such Manager shall be appointed by Panda Interests LLC, in its sole discretion; and (ii) for so long as Mercer Interests LLC owns or holds a Company Interest, the other such Manager shall be appointed by Mercer Interests LLC, in its sole discretion. The foregoing powers of appointment granted to the Successor Founding Members are personal in nature and shall not be included in or otherwise be considered a part of the Company Interests and/or Participation Interests of either of the foregoing named Successor Founding Members. Such powers of appointment shall not be assignable, voluntarily or involuntarily, by either of the foregoing named Successor Founding Members except as expressly provided in this Agreement. Panda Interests LLC hereby appoints Lammot J. du Pont as a Manager of the Company. Mercer Interests LLC hereby appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇ as a Manager of the Company. (b) Upon the death or adjudication of incompetency of, or a Bankruptcy Event with respect to, either of Lammot J. du Pont or ▇▇▇▇▇▇▇ ▇▇▇▇▇, such individual shall automatically cease to be a Manager and all of the rights, powers and authority of the Managers as described herein and/or pursuant to applicable law, shall be vested in the other of them as the sole Manager, provided such other is alive, has not been adjudicated incompetent, and is not then Amended and Restated Limited Liability Company Agreement Yak Management LLC subject to a Bankruptcy Event. Upon the death or adjudication of incompetency of, or a Bankruptcy Event with respect to, Lammot J. du Pont, the power to appoint a Manager granted to Panda Interests LLC in Section 12.1(l)(a) above shall be null and void and of no further force or effect and Mercer Interests LLC, provided it owns a Company Interest at the time, LLC shall have the sole power to appoint the sole Manager of the Company. Upon the death or adjudication of incompetency of, or a Bankruptcy Event with respect to, ▇▇▇▇▇▇▇ ▇▇▇▇▇, the power to appoint a Manager granted to Mercer Interests LLC in Section 12.1(l)(a) above shall be null and void and of no further force or effect and Panda Interests LLC, provided it owns a Company Interest at the time, LLC shall have the sole power to appoint the sole Manager of the Company. If neither Panda Interests LLC nor Mercer Interests LLC owns a Company Interest, the Managers shall be chosen as provided in Section 12.1(a) above. (c) Any Manager may resign at any time, provided not less than sixty (60) days’ written notice is given to the other Manager, if any, and the Members of the Company before the effective date of such resignation.

Appointment; Resignation. (a) Subject to Section 12.1(l)(b) below, the Company shall have two (2) Managers (each referred to as a “Manager” and, collectively, the “Managers”), who shall each be appointed by the vote or consent of Members owning or holding at least a majority of the Limited Liability Company Agreement Xeres Management LLC Participation Interests, provided, however, that (i) so long as Panda Interests LLC owns or holds a Company Interest, one such Manager shall be appointed by Panda Interests LLC, in its sole discretion; and (ii) for so long as Mercer Interests LLC owns or holds a Company Interest, the other such Manager shall be appointed by Mercer Interests LLC, in its sole discretion. The foregoing powers of appointment granted to the Successor Founding Members are personal in nature and shall not be included in or otherwise be considered a part of the Company Interests and/or Participation Interests of either of the foregoing named Successor Founding Members. Such powers of appointment shall not be assignable, voluntarily or involuntarily, by either of the foregoing named Successor Founding Members except as expressly provided in this Agreement. Panda Interests LLC hereby appoints Lammot J. du Pont as a Manager of the Company. Mercer Interests LLC hereby appoints ▇▇▇▇▇▇▇ ▇▇▇▇▇ as a Manager of the Company. (b) Upon the death or adjudication of incompetency of, or a Bankruptcy Event with respect to, either of Lammot J. du Pont or ▇▇▇▇▇▇▇ ▇▇▇▇▇, such individual shall automatically cease to be a Manager and all of the rights, powers and authority of the Managers as described herein and/or pursuant to applicable law, shall be vested in the other of them as the sole Manager, provided such other is alive, has not been adjudicated incompetent, and is not then Amended and Restated Limited Liability Company Agreement Yak Management LLC subject to a Bankruptcy Event. Event Upon the death or adjudication of incompetency of, or a Bankruptcy Event with respect to, Lammot J. du Pont, the power to appoint a Manager granted to Panda Interests LLC in Section 12.1(l)(a) above shall be null and void and of no further force or effect and Mercer Interests LLC, provided it owns a Company Interest at the time, shall have the sole power to appoint the sole Manager of the Company. Upon the death or adjudication of incompetency of, or a Bankruptcy Event with respect to, ▇▇▇▇▇▇▇ ▇▇▇▇▇, the power to appoint a Manager granted to Mercer Interests LLC in Section 12.1(l)(a) above shall be null and void and of no further force or effect and Panda Interests LLC, provided it owns a Company Interest at the time, shall have the sole power to appoint the sole Manager of the Company. If neither Panda Interests LLC nor Mercer Interests LLC owns a Company Interest, the Managers shall be chosen as provided in Section 12.1(a) above. (c) Any Manager may resign at any time, provided not less than sixty (60) days’ written notice is given to the other Manager, if any, and the Members of the Company before the effective date of such resignation.