Governance of the Company. Section 4.1. Management by the Manager(s). Management of the business and affairs of the Company is vested in the Manager(s).
Governance of the Company. 12.1 Upon completion of the capital increase, the Target Company shall hold a Directors’ meeting and invite all Directors to attend as stipulated in the Articles of Association. The resolutions of the Board of Directors shall be approved by more than half of all Directors, including but not limited to the following contents:
Governance of the Company. The Shareholders shall govern the Company in accordance with the following rules:
Governance of the Company. Pursuant to Section 2.4 of the Constitution, and the policies adopted thereunder, the Members may authorize any Member or Members of the Company, or other individuals or entities, whether or not a Member, to take action on behalf of the Company, as the Members deem appropriate. Any Member may lend money to and receive loans from the Company, act as an independent contractor, lessee, lessor, or surety of the Company, and transact any business with the Company that could be carried out by someone who is not a Member. The Company may receive from, or pay to, any Member remuneration in any form that the Members deem appropriate. The Members may appoint agents of the Company, in accordance with Section 3.1 of the Constitution, who, to the extent provided by the Members, may have and may exercise all the powers and authority of the Members in the conduct of the business and affairs of the Company. The Members may provide rules for the appointment, removal, supervision and compensation of such agents, the scope of their authority, and any other matters relevant to the agency. Any action taken by a duly authorized agent, pursuant to authority granted by the Members in accordance with this Agreement and the Constitution, shall constitute the act of and serve to bind the Company, and each Member hereby agrees neither to dispute such action nor the obligation of the Company created thereby unless such action resulted from fraud, gross negligence or willful or wanton misconduct on the part of such Member.
Governance of the Company. 6 Section 4.1. Board of Directors 6 Section 4.2. Removal of Designated Directors; Vacancies 6 Section 4.3. Quorum 7 Section 4.4. Voting 7 Section 4.5. Expenses 7 Section 4.6. Governing Documents 7 Article V. PURCHASE OF ADDITIONAL SERIES B PREFERRED UNITS 8 Section 5.1. Purchase of Additional Series B Preferred Units 8 Article VI. APPROVAL RIGHTS 8 Section 6.1. Required Approvals 8 Section 6.2. Registration Rights Agreement 10 Section 6.3. Tracking Events; Sales of Series B Conversion Units by the Partnership 13 Article VII. RESTRICTIONS ON TRANSFER 13 Section 7.1. Restrictions on Transfer 13 Section 7.2. Permitted Transfers 13 Section 7.3. Tag-Along Rights 13 Section 7.4. Right of First Offer. 15 Section 7.5. Call Right 16 Section 7.6. Permitted Transferees 17 Section 7.7. Specific Performance 17 Article VIII. DEADLOCK 18 Section 8.1. Disputes 18 Section 8.2. Deadlock 18
Governance of the Company. 7 3.1 Veto Rights of the Vivendi Representative............................................................7 3.2 Election of Directors and Operation of the Board.....................................................8 3.3 Preparation for an IPO..............................................................................12
Governance of the Company. 22 Section 4.01. Composition of the Board and Board Action 22 Section 4.02. Governance Rights of the Company 23 Section 4.03. Proxies 26 Section 4.04. Meetings, Etc. 26 Section 4.05. Members Voting 27 Section 4.06. Officers 29 Section 4.07. Limitation of Liability of Representatives 29 Section 4.08. Conflicts of Interest 31 Section 4.09. Effect of Amendment 31 Section 4.10. Confidentiality 32 Section 4.11. Press Releases 32
Governance of the Company. Section 3.1 Board Nominees 11 Section 3.2 Removal; Replacement Directors 12 Section 3.3 Proxy 12 Section 3.4 Reimbursement of Expenses 12
Governance of the Company. In connection with the consummation of the sale of the Membership Interests contemplated hereby, immediately prior to the Initial Closing, Sellers shall effect an amendment to Section 8.4(b) of the Company’s Fifth Amended and Restated Operating Agreement to remove the requirement that admission of a Transferee (as defined therein) of Membership Interests shall only be effective as of the close of business on the last day of the calendar month in which the related transfer occurs, and replace such requirement with a provision that effects the admission of a Transferee immediately upon consummation of the related transfer, and to delete Section 8.7 thereof.
Governance of the Company. 6.1 Business and affairs of the Company The business and affairs of the Company shall be managed by the Board on and subject to the terms of this Agreement and the Articles.
