Company Governance. Each Member and the Company hereby agree that the Business and the Company shall be governed by the provisions of this Article III and that, accordingly, the Company shall cause its Subsidiaries to act in accordance with the determinations of the Company made pursuant to this Article III.
Company Governance a. The business and affairs of the Company shall be managed by the Board of Directors. The Board of Directors shall be appointed by and serve at the direction of the holders of Common Units owning at least a majority of such Common Units then outstanding (the “Majority Holders”). The Board of Directors shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed under the laws of the State of Delaware. Members of the Board of Directors shall be “Managers” of the Company within the meaning of § 18-101(10) of the Act.
Company Governance. (a) The business and affairs of the Company shall be managed by managers (the “Managers”), as appointed by the Member from time to time, who shall serve at the direction of the Member. The initial managers of the Company shall be:
Company Governance. (a) The business and affairs of the Company shall be managed by the Board of Directors. The Board of Directors shall be appointed by and serve at the direction of the holders of Preferred Units (as defined below) owning at least a majority of the Liquidation Preference of all Preferred Units (the “Majority Holders”) then outstanding. If no Preferred Units are outstanding, Quebecor World Capital II GP, a general partnership formed under the laws of the State of Delaware (“Quebecor GP”) shall be deemed the sole Majority Holder for all purposes under this Agreement. The Board of Directors shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed under the laws of the State of Delaware Members of the Board of Directors shall be “Managers” of the Company within the meaning of § 18-101(10) of the Act.
Company Governance. Any action or decision not to act by the Company or the Company's Representative with respect to its rights or obligations hereunder must be approved in writing by a majority of the Independent Directors, including, without limitation, (i) any action to obtain FCC Approval, (ii) any action to amend, waive or terminate any provision of this Escrow Agreement and (iii) to change the Representative of the Company. The Company shall take all such actions with respect to its rights and obligations hereunder as approved in writing or otherwise by a majority of the Independent Directors (and approval by a majority of all of the members of the Board of Directors of the Company shall not be required therefor). Notwithstanding the foregoing, any action or decision to act by the Company or the Company's Representatives for the expenditure of any funds with respect to the resolution of any objection to any written order or public notice by the FCC setting forth the FCC's action approving, without any Materially Adverse FCC Condition, the transfer of control of all of the Licenses to the Company shall be made by a majority of all of the members of the Board of Directors of the Company, provided, however, that a majority of the Independent Directors shall approve (and approval by a majority of all of the members of the Board of Directors of the Company shall not be required for) any action or decision to act by the Company or the Company's Representatives with respect to the expenditure of funds for the payment of the legal fees of the Company and for other expenditures in connection with resolving any such objection that would not be materially adverse to the Company. The Company will use its best efforts to cause the Board of Directors to establish a committee of the Board of Directors consisting of all of the Independent Directors (the "Independent Director Committee"). The Company shall use its best efforts to cause the Board of Directors to grant to such committee the authority to take any and all actions required or allowed to be taken by Independent Directors hereunder, including without limitation, the actions specified in Sections 13 and 19 hereof. All references herein to action required or allowed to be taken by Independent Directors shall be deemed to be references to actions of the Independent Director Committee. The provisions of this Section 19 will be reflected in the Bylaws of the Company and such provisions in the Bylaws cannot be amended without unanim...
Company Governance. ARTICLE 6
Company Governance. (a) The Company hereby establishes a Management Board for the Company (the “Management Board”), which shall have all of the powers of a board of directors of a Delaware corporation and, pursuant to such powers shall have the overall responsibility for the management, operation and administration of the Company. The Management Board is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company and the actions of the Company by and through the Management Board taken in accordance with such rights and powers shall bind the Company. Except as authorized by the Management Board or as set forth in this Agreement, no Member shall participate in the management and control of the business of the Company nor shall any Member have the right or authority to act on behalf of the Company in connection with any matter.
Company Governance. For a period of two (2) years following the Effective Time of the Merger, no significant operational changes in the Company shall be made by ETS without the consent of Del X. Xxxxxxx, which consent may be given by his affirmative vote as a member of ETS' Board of Directors.
Company Governance. 4.1 Huicheng Ruida shall assign a supervisor to the Joint Venture.
Company Governance. In connection with the formation of the Company, the Parties shall cause the Operating Agreement, in substantially the form attached hereto as Exhibit A.1 (the “Operating Agreement”) and the minutes of the initial meeting of the Company’s managers (the “Managers”) (or action by unanimous written consent of the Members covering substantially similar matters), in substantially the form attached hereto as Exhibit A.2, to be adopted as the Operating Agreement and minutes of the Company.
