Management and Operation of the Company. AND EACH SERIES21 Section 5.1 Power and Authority of Managing Member.21 Section 5.2 Determinations by the Managing Member.24 Section 5.3 Delegation.24 Section 5.4 Advisory Board.24 Section 5.5 Exculpation, Indemnification, Advances and Insurance.25 Section 5.6 Duties of Officers.29 Section 5.7 Standards of Conduct and Modification of Duties of the Managing Member.29 Section 5.8 Reliance by Third Parties.29 Section 5.9 Certain Conflicts of Interest.30 Section 5.10 Appointment of the Asset Manager.30
Management and Operation of the Company. AND EACH SERIES 26
Management and Operation of the Company. The following provisions will apply only upon occurrence of the Exercise: · The Company’s board (the “Board”) will be composed initially of five individuals. The Buyer will be entitled to appoint one more than a majority of the Board members and the Sellers will be entitled to appoint one less than a majority of Board members. SFX, on behalf of the Buyer, hereby designates Xxxxxx FX Sillerman , Xxxxxxxx Xxxxxx and Xxxxxx Xxxxxx as the Buyer’s initial designated Board members and the Sellers hereby designate Xxxxxx Xxxxxxxxxxx and Xxxxx xxx Xxxxxxxx as the Sellers’ initial designated Board members. · Majority board approval shall be required for the following actions: (i) To the extent that the Board has unanimously determined that third party debt financing of the Company is required, the Board, by majority approval shall have the right to determine the nature and terms of any such financing (whether provided by SFX or by an independent third party), provided that any such financing is on terms that are reasonably consistent with terms that would reasonably be expected to be available from a third party financing source); (ii) The approval of the gross budget (meaning the company’s overall annual spend); provided that (a) unanimous approval of the Board shall be required for approval of line items in Event budgets, and (b) the gross budget may not be decreased from the prior year’s gross budget without the unanimous consent of the Board, unless the Company’s EBITDA declined compared to the prior year, in which case the gross budget may be reasonably adjusted to reduce expenses; and (iii) The hiring and firing of personnel; provided that unanimous approval of the Board shall be required for hiring and firing of key employees set forth on Exhibit E, Stutterheim, Tavecchio and the M Design Employees. All other actions shall require unanimous board approval. · The following persons shall initially be the senior management of the Company, and shall be subject to the direction of the Board: Xxxxx xxx Xxxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxx Xxxxxxxxx, Xxxxxx Xxxxxx and Bas Meijer. · The Company will, in the course of seeking profitable operations, act to preserve and expand the existing ID&T brands and develop new brands and opportunities. · SFX shall use its reasonable efforts to avoid promoting Events which would reasonably be expected to diminish or interfere with the use of the Company brands, in particular, by virtue of the timing and location of performances. · I...
Management and Operation of the Company. SECTION 6.1. Management by the Managing Member 30 SECTION 6.2. Withdrawal of the Managing Member 30 SECTION 6.3. Decisions by the Members 30 SECTION 6.4. Officers 31
Management and Operation of the Company. AND EACH SERIES22 Section 5.1Power and Authority of Managing Member22 Section 5.2Determinations by the Managing Member24 Section 5.3Delegation25
Management and Operation of the Company. Section 6.01.
Management and Operation of the Company. The responsibility for ------------------------------------------- the overall management and operations of the Company shall be entrusted to its Board of Directors (the "Board"). The Company shall be administered in accordance with the purposes of this Agreement and in accordance with the bylaws of the Company and the laws of the State of Nevada.
Management and Operation of the Company. Article 6 – General Meetings
Management and Operation of the Company. 7.1 After the Completion Date, the Board of Directors of the Company shall comprise solely of nominees of the Purchaser and the management and operation of the Company shall vest solely with the Purchaser.
Management and Operation of the Company. The Board shall manage the business and affairs of the Company in accordance with this Agreement. A Managing Director of the Company, who shall be employed by the Company, shall be proposed by BIUSA and shall be subject to the Board's approval. The Managing Director shall be responsible for operation of the day-to-day business of the Company in accordance with the Annual Budget and such policies as may be established by the Board. The Managing Director shall report to the Board all material development in respect of the Company's business on a monthly basis, or more frequently as appropriate. The Current Managing Director is as specified Annex A. To the extent the Board requests the significant services of one or more Shareholders in respect of the operations of the Company, such Shareholders shall be compensated by the Company for such services on a fair market value basis.
