Common use of Composition; Initial Managers Clause in Contracts

Composition; Initial Managers. (i) The Board shall initially consist of five individuals, and thereafter, shall consist of such number as the majority of Members (including the approval of the TRG Member), voting as a single class pursuant to Section 5.2, may establish from time to time (but subject to the TRG Member’s right to designate the TRG Designee as set forth in this Section 5.1(a)(i)). Subject to this Section 5.1(a), the Managers shall be elected at the annual meeting of Members, voting as a single class pursuant to Section 5.2. Managers need not be Members of the Company or residents of the State of Delaware. Subject to the remaining provisions of this Section 5.1, the Board shall be composed of: (A) four individuals nominated by (I) the Anywhere Member for so long as the Anywhere Member holds more than 50% of the outstanding Units (the “Anywhere Designees”) or (II) if the Anywhere Member does not hold more than 50% of the outstanding Units, a majority of the Members, voting as a single class pursuant to Section 5.2, and (B) one individual nominated by the TRG Member (the “TRG Designee”) for so long as the TRG Member holds at least (x) 5% of the outstanding Units or (y) the number of Units issued to the TRG Member pursuant to the TRG Company Subscription Agreement (subject to appropriate adjustment in the event of any unit dividend, unit split, combination or other similar recapitalization). (ii) Each of the individuals listed on Schedule 2 to this Agreement has been elected to serve as a Manager, with effect from the Effective Date. (iii) Each individual elected to serve on the Board in accordance with this Section 5.1 shall serve until a successor is duly elected to serve in his or her stead in accordance with Section 5.1(c), or until his or her removal in accordance with Section 5.1(b), voluntary resignation, death, or disability, as applicable. (iv) The Chairperson of the Board, if any, shall be designated by vote of a majority of the Managers, and shall as of the Effective Date be ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇.