Board of Managers Approval Sample Clauses

Board of Managers Approval. Notwithstanding anything contained in this Agreement to the contrary (including, without limitation, in SECTION 3.3), the management of the Company with respect to certain decisions of the Company shall lie with the Board of Managers as provided in this Agreement. Prior to the Repayment Event, the Board of Managers shall consist of six (6) committee members, provided that the number of members of the Board of Managers may be increased or adjusted from time to time by the affirmative vote or action of the Super Majority of the Board (and the prior written approval of AA Capital). Of the six (6) members of the Board of Managers, three (3) shall be appointed by the owners of the Class A Common Units and three (3) shall be appointed by the owners of the Class B Common Units. For purposes of voting and taking any action by the Board of Managers, each member of the Board of Managers shall be entitled to one (1) vote. Each member of the Board of Managers shall serve until his or her successor is designated by the respective Member(s) that holds the power of appointment pursuant to this SECTION 3.4. Notwithstanding the foregoing, if either (a) an event of default shall occur under either or both of the Development Loan or the Mezzanine Loan or the Loan Documents (whether or not such event of default is formally declared or called by the applicable lender, creditor, noteholder(s) or trustee thereunder or involved therewith), or (b) the aggregate dollar value of the total investment in the Company by the owners of the Class B Common Units and the Class A Preferred Units, PLUS the accrued but unpaid Initial 12% Interest Rate Amount PLUS the accrued but unpaid Subsequent 17% Interest Rate Amount ("INVESTMENT VALUE"), at any time equals more than Eighty Million Dollars ($80,000,000), then the three (3) members of the Board of Managers appointed by the owners of the Class B Common Units shall each be entitled to and shall have two (2) votes for purposes of voting, making decisions, and taking any and all action or actions by the Board of Managers, until such time as such event of default is cured or the Investment Value is less than Fifty Million Dollars ($50,000,000) (the "SUPER MAJORITY VOTE"). The Company will reimburse members of the Board of Managers for reasonable costs and expenses incurred in attending Board of Managers meetings. On and after the date hereof, the Board of Managers shall determine the timing and contents of any announcements and disclosures regar...
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Board of Managers Approval. The Board of Managers of the Seller shall have approved and authorized the transactions contemplated by this Agreement.
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Board of Managers Approval. The formation of the Company and -------------------------- the transactions contemplated by this Partnership Agreement have been approved by the board of managers of DR Investor.
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Board of Managers Approval. BLA’s Board of Managers shall have approved the Transactions contemplated by the Transaction Documents and, at Closing, BLA shall deliver to WT a certificate certifying that such Board approval has been obtained.
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Board of Managers Approval. 18 Section 3.5. Duty of Care; Liability for Certain Acts.................20 Section 3.6. Resignation and Removal of Manager and Board of Managers..............................................21 Section 3.7. Vacancies................................................21 Section 3.8. Compensation of General Manager/Operator.................21 Section 3.9. Transactions with the Company; Compensation..............21 Section 3.10. Certain Required Approvals...............................22 Section 3.11. Actions by Class B Common Units..........................22
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Related to Board of Managers Approval

  • Board of Managers Section 3.01

  • Board of Directors Approval Seller shall have received the approval of its board of directors to the transactions contemplated by this Agreement.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.

  • Shareholders' Approval The holders of not less than a majority of the outstanding common stock of the Purchaser shall have voted for authorization and approval of this Agreement and the transactions contemplated hereby.

  • Stockholders Approval (a) Company shall, as soon as practicable following consummation of the transactions contemplated by the Securities Purchase Agreement, submit this Agreement and the transactions contemplated hereby for the approval of its stockholders at a meeting of stockholders (the "Company Stockholders Meeting", which term shall include any postponements or adjournments of such meeting). Unless otherwise required under the applicable fiduciary duties of the Board of Directors of Company, as determined by such directors in good faith after consultation with and based upon the opinion of outside legal counsel, Company shall (i) recommend adoption of this Agreement and approval of the Merger by the stockholders of Company and include in the Proxy Statement such recommendation and (ii) use all reasonable best efforts to solicit from its respective stockholders proxies in favor of adoption of this Agreement and approval of the Merger and shall take all other action necessary or advisable to secure the vote or consent of stockholders to obtain such approvals (the "Company Stockholder Approval"). Without limiting the generality of the foregoing, Company agrees that its obligations pursuant to the first sentence of this Section 4.5 shall not be affected by (i) the commencement, public proposal, public disclosure or communication to Company of any Acquisition Proposal (as defined in Section 4.8) or (ii) the withdrawal or modification by the Board of Directors of the Company of its approval or recommendation of this Agreement or the Merger. The Company Stockholders Meeting shall be held as soon as practicable following consummation of the transactions contemplated by the Securities Purchase Agreement. To the extent permitted by law, Childs, Acquiror Parent and Acquiror each agree to vote all shares of Company Common Stock beneficially owned by them in favor of the Merger.

  • Management Board 6.1 The Management Board is responsible for the overall strategic direction of the Integrated Service. Its functions and terms of references are set out in Schedule 3 Part I to this Agreement.

  • Management Committee The Members shall act collectively through meetings as a "committee of the whole," which is hereby named the "Management Committee." The Management Committee shall conduct its affairs in accordance with the following provisions and the other provisions of this Agreement:

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

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