Common use of Board Governance Clause in Contracts

Board Governance. As set forth in Section 5.1, the Board shall have the sole authority and right to manage the business and affairs of the Company and to make all decisions and take all actions for the Company except for the Board Governance Exceptions. In furtherance of the foregoing, a Unitholder shall not have any voting, approval or consent rights under this Agreement or the Delaware Act with respect to the Units held by such Person (including Class C Units), including with respect to any matters to be decided by the Company or any other governance matters described in this Agreement, and each holder of Units, by its acceptance thereof, expressly waives any consent, approval or voting rights (except for the Board Governance Exceptions) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act (including under Sections 18‑209(b), 18‑213(b), 18‑216(b), 18‑301(b)(1), 18‑302(a), 18‑304, 18‑704(a), 18‑801(a), 18‑803(a) or 18‑806 of the Delaware Act) or otherwise except for the Board Governance Exceptions. Without limiting the provisions of this Section 3.6 or the other provisions of this Agreement, (A) the Board shall have the sole authority to vote or cause to be voted for, or provide a consent in respect of, any Equity Securities owned by the Company or any Subsidiary thereof (including any so-called "cleansing vote" or similar vote or procedure with respect to matters governed by Section 280G of the Code) and (B) in the event that the Board determines that it wishes to present a matter to the Unitholders (or a class, series or group of Unitholders) for their vote, approval or consent (other than a Board Governance Exception that is expressly and specifically provided in this Agreement), then such vote, approval or consent will require the affirmative vote, approval or consent of the Unitholders holding a majority of the Units held by the GTCR Investors. The Board shall determine the notice and procedural rules that shall apply to any such a vote, consent or approval.

Board Governance. As set forth in Section 5.1, the Board shall have the sole authority and right to manage the business and affairs of the Company and to make all decisions and take all actions for the Company except for the Board Governance Exceptions. In furtherance of the foregoing, a Unitholder shall not have any voting, approval or consent rights under this Agreement or the Delaware Act with respect to the Units held by such Person (including Class C Units), including with respect to any matters to be decided by the Company or any other governance matters described in this Agreement, and each holder of Units, by its acceptance thereof, expressly waives any consent, approval or voting rights (except for the Board Governance Exceptions) or other rights to participate in the governance of the Company, whether such rights may be provided under the Delaware Act (including under Sections 18‑209(b18-209(b), 18‑213(b18-213(b), 18‑216(b18-216(b), 18‑301(b)(118-301(b)(1), 18‑302(a18-302(a), 18‑30418-304, 18‑704(a18-704(a), 18‑801(a18-801(a), 18‑803(a18-803(a) or 18‑806 18-806 of the Delaware Act) or otherwise except for the Board Governance Exceptions. Without limiting the provisions of this Section 3.6 or the other provisions of this Agreement, (A) the Board shall have the sole authority to vote or cause to be voted for, or provide a consent in respect of, any Equity Securities owned by the Company or any Subsidiary thereof (including any so-called "cleansing vote" or similar vote or procedure with respect to matters governed by Section 280G of the Code) and (B) in the event that the Board determines that it wishes to present a matter to the Unitholders (or a class, series or group of Unitholders) for their vote, approval or consent (other than a Board Governance Exception that is expressly and specifically provided in this Agreement), then such vote, approval or consent will require the affirmative vote, approval or consent of the Unitholders holding a majority of the Units held by the GTCR Investors. The Board shall determine the notice and procedural rules that shall apply to any such a vote, consent or approval.