Common use of Authority of Manager; Officer Delegation Clause in Contracts

Authority of Manager; Officer Delegation. (a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Member selected by the Class B Common Unitholders holding a majority of the Class B Common Units as the sole managing member of the Company (such Member, in such capacity, the “Manager”), (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company and (iii) no Member, in its capacity as such, shall have any right, authority or power to vote, consent or approve any matter, whether under the Delaware Act, this Agreement or otherwise. The Manager shall be the “manager” of the Company within the meaning of Section 18-101(12) of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04.

Authority of Manager; Officer Delegation. (a) Except for situations in which the approval of any Member(s) is specifically required by this AgreementAgreement or as otherwise set forth in this Agreement (including the restrictions on issuance of additional Units as set forth in Section 3.02(b)(1)-(2)), (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Member selected by the Class B Common Unitholders holding a majority of the Class B Common Units PubCo, as the sole managing member of the Company (such MemberPubCo, in such capacity, the “Manager”), (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company and (iii) no Member, in its capacity as such, other Member shall have any right, authority or power to vote, consent or approve any matter, whether under the Delaware Act, this Agreement or otherwise. The Manager shall be the “manager” of the Company within for the meaning of Section 18-101(12) purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04.

Authority of Manager; Officer Delegation. (a) Except for situations in which the approval of any Member(s) is specifically required by this AgreementAgreement and subject to the provisions of the Stockholders Agreement or under any mandatory provisions of the Delaware Act, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Member selected by the Class B Common Unitholders holding a majority of the Class B Common Units Corporation, as the sole managing member of the Company (such Memberthe Corporation, in such capacity, the “Manager”), (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company and (iii) no Member, in its capacity as such, other Member shall have any right, authority or power to vote, consent or approve any matter, whether under the Delaware Act, this Agreement or otherwise. The Manager shall be the “manager” of the Company within for the meaning of Section 18-101(12) purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04.. US-DOCS\114008886.14

Authority of Manager; Officer Delegation. (a) Except for situations in which the approval of any Member(s) is specifically required by this AgreementAgreement and subject to the provisions of the Stockholders Agreement or under any mandatory provisions of the Delaware Act, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Member selected by the Class B Common Unitholders holding a majority of the Class B Common Units Corporation, as the sole managing member of the Company (such Memberthe Corporation, in such capacity, the “Manager”), (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company and (iii) no Member, in its capacity as such, other Member shall have any right, authority or power to vote, consent or approve any matter, whether under the Delaware Act, this Agreement or otherwise. The Manager shall be the “manager” of the Company within for the meaning of Section 18-101(12) purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04.