Class A Managers Clause Samples

The 'Class A Managers' clause defines a specific category of managers within an organization or investment structure, typically granting them certain rights, responsibilities, or privileges distinct from other classes of managers. In practice, this clause may outline the decision-making authority, compensation structure, or voting rights exclusive to Class A Managers, distinguishing them from Class B or other classes. Its core function is to clearly delineate the roles and powers of different managerial classes, thereby ensuring organizational clarity and preventing disputes over authority or benefits.
Class A Managers. The Selling Parties hereby agree to cooperate with Buyer if requested in connection with removing or procuring the resignation of the Class A Managers from all of their positions with the Company and its subsidiaries and appointing designees of Buyer as the Class A Managers, in each case effective as of the Closing Date.
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Class A Managers. The Class A Members holding a majority of the Class A Units shall have the right at any time and from time to time to designate and elect up to five (5) Managers (the "CLASS A MANAGERS"); PROVIDED, that the Class A Members shall not have the right to designate more than two (2) Class A Managers until after the sooner to occur of the following: (i) a Control Release Event; or (ii) the written consent of the Class B Members holding a majority of the Class B Units; PROVIDED, FURTHER, that if one of the conditions set forth immediately above has been satisfied and the Class A Members desire to designate more than two (2) Class A Managers such additional Managers shall have significant experience in the Company's industry or related industries. Such designations and elections shall be effective upon the delivery of a writing executed by the Class A Members holding a majority of the Class A Units setting forth the names and brief biographies of such designees to the Board and to the Class B Members.
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Class A Managers. Each Member shall use its reasonable efforts to ensure the existence of a quorum at any duly convened meeting of the Managing Board. Except as provided in Section 8.1, all actions taken by the Managing Board shall be effective upon the affirmative vote of a simple majority of the Managers present at a duly constituted meeting. The Class A Member shall cause each Class A Manager to grant a revocable proxy to each other Class A Manager to vote at any meeting of the Managing Board at which such Class A Manager is not present or is present but cannot vote with respect to such matter. The Class B Member shall cause each Class B Manager to grant a revocable proxy to each other Class B Manager to vote at any meeting of the Managing Board at which such Class B Manager is not present or is present but cannot vote with respect to such matter.
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Class A Managers. The Class A Managers shall be elected by the Class A Members, including the election of a Manager to fill a vacancy (for any reason) in the Class A Managers. There shall be four (4) Class A Managers.
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Related to Class A Managers

  • Interest Holders The Administrative Agent may treat each Lender, or the Person designated in the last notice filed with the Administrative Agent, as the holder of all of the interests of such Lender in its portion of the Loans and in its Note until written notice of transfer, signed by such Lender (or the Person designated in the last notice filed with the Administrative Agent) and by the Person designated in such written notice of transfer, in form and substance satisfactory to the Administrative Agent, shall have been filed with the Administrative Agent.

  • Class Size GRADE LOADING RATIO MAXIMUM CLASS SIZE 7.01 Students shall not be assigned to any class which has reached the maximum class size except as provided within this article. 7.02 The site/program administrator is required to discuss class size at a member’s request if the member’s class exceeds the loading ratio. 7.03 Instrumental and choral music classes may exceed the maximums by 1.5 times. Physical education classes may exceed the maximum by 1.35. 7.04 The site/program administrator shall make a reasonable effort to schedule English composition classes in grades 9-12 with a maximum of 29 students. 7.05 The site/program administrator shall make a reasonable effort to schedule combination classes in which students are assigned to more than one grade level K-3 or 3-4 with a maximum of 29 students and 4-6 with a maximum of 30 students. 7.06 The District will make a reasonable effort, within the financial constraints of the District, to reduce class size maximums in those classes into which special education students are integrated, in remedial classes, and in high school composition classes. 7.07 Special Education Classes shall not exceed the maximum cited in the law. 7.07.1 SDC Class Size SDC 7-12 non-severe caseload maximum shall be 26 beginning July 2002; RSP caseload shall be 28; a. The District shall make a reasonable effort to equalize class sizes as determined by the class roster throughout the District within the grade levels and programs consistent with the needs of the students as set forth in his/her IEP and the unique features of each group. “Reasonable effort” may include, but is not limited to include, busing students on a voluntary basis to other sites, moving students to other classes at that site, or adding an instructional aide. b. Except for Hearing Impaired, Visually Handicapped Preschool, SED, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Center classes, average class size within the SDC program in the District shall not exceed 12 students. The class size for any specific class shall not exceed 17 students. In Hearing Impaired, Visually Handicapped Preschool, SED, and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Center classes, the District class size average shall not exceed 10, and any individual class shall not exceed 14. c. The District and the Association agree to establish a Special Education/General Education Oversight Committee composed of seven members of which a majority are teachers. The committee shall recognize that consensus is the preferable decision making process. In cases where consensus is not achievable, all decisions and recommendations shall require five (5) votes. The oversight committee shall be established to oversee, guide, and facilitate the following initiatives: i. Two-year K-12 pilot program that shall include no more than six

  • Percentage Interest Ownership of the Company shall be divided into, represented by, and each Member’s Percentage Interest shall be expressed in Units of the Company. The name, address, Units and Percentage Interest of each Member are set forth on Exhibit “A” attached hereto, which may be amended from time to time as necessary to reflect changes in the Percentage Interests and Units held by the Members.

  • Members (a) A Person shall be admitted as a Member and shall become bound by, and shall be deemed to have agreed to be bound by, the terms of this Agreement if such Person purchases or otherwise lawfully acquires any Share, and such Person shall become the Record Holder of such Share, in accordance with the provisions of this Agreement. A Member may be a Class A Member and or a Class B Member, and, in such case, shall have the rights and obligation accorded to the Class A Ordinary Shares with respect to such Class A Ordinary Shares and the rights and obligations accorded to the Class B Ordinary Shares with respect to such Class B Ordinary Shares. A Person may become a Record Holder without the consent or approval of any of the Members and without physical execution of this Agreement. A Person may not become a Member without acquiring a Share. (b) The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent. (c) Except as otherwise provided in the Delaware Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Members shall not be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Member of the Company. (d) Except to the extent expressly provided in this Agreement: (i) no Member shall be entitled to the withdrawal or return of any Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon dissolution of the Company may be considered as such by law and then only to the extent provided for in this Agreement; (ii) no Member shall have priority over any other Member either as to the return of Capital Contributions or as to profits, losses or distributions; (iii) no interest shall be paid by the Company on Capital Contributions; and (iv) no Member, in its capacity as such, shall participate in the operation or management of the Company’s business, transact any business in the Company’s name or have the power to sign documents for or otherwise bind the Company by reason of being a Member. (e) Any Member shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company, including business interests and activities in direct competition with the Company. Neither the Company nor any of the other Members shall have any rights by virtue of this Agreement in any such business interests or activities of any Member.

  • Managers (a) Subject to Sections 1.07 and 1.08, the business and affairs of the Company shall be managed by or under the direction of two or more Managers designated by the Member. Subject to the terms of this Agreement, the Member may determine at any time in its sole and absolute discretion the number of Managers. Subject in all cases to the terms of this Agreement, the authorized number of Managers may be increased or decreased by the Member at any time in its sole and absolute discretion, upon notice to all Managers; provided, that, except as provided in Section 7.06, at all times the Company shall have at least two Independent Managers. The initial number of Managers shall be five, two of which shall be Independent Managers. Each Manager designated by the Member shall hold office until a successor is elected and qualified or until such Manager’s earlier death, resignation, expulsion or removal. Each Manager shall execute and deliver the Management Agreement in the form attached hereto as Exhibit A. Managers need not be a Member. The initial Managers designated by the Member are listed on Schedule B hereto. (b) Each Manager shall be designated by the Member and shall hold office for the term for which designated and until a successor has been designated. (c) The Managers shall be obliged to devote only as much of their time to the Company’s business as shall be reasonably required in light of the Company’s business and objectives. Subject to Section 7.02, a Manager shall perform his or her duties as a Manager in good faith, in a manner he or she reasonably believes to be in the best interests of the Company, and with such care as an ordinarily prudent Person in a like position would use under similar circumstances. (d) Except as otherwise provided in this Agreement, the Managers shall act by the affirmative vote of a majority of the Managers. Each Manager shall have the authority to sign duly authorized agreements and other instruments on behalf of the Company without the joinder of any other Manager. (e) Subject to the terms of this Agreement, any action may be taken by the Managers without a meeting and without prior notice if authorized by the written consent of a majority of the Managers (or such greater number as is required by this Agreement), which written consent shall be filed with the records of the Company. (f) Every Manager is an agent of the Company for the purpose of its business, and the act of every Manager, including the execution in the Company name of any instrument for carrying on the business of the Company, binds the Company, unless such act is in contravention of this Agreement or unless the Manager so acting otherwise lacks the authority to act for the Company and the Person with whom he or she is dealing has knowledge of the fact that he or she has no such authority. (g) To the extent permitted by law, the Managers shall not be personally liable for the Company’s debts, obligations or liabilities.