Management Matters. 19 SECTION 3.9
Management Matters. (a) All property owned by the Company shall be registered in the Company’s name, in the name of a nominee or in “street name” as the Management Committee may from time to time determine. Any corporation, brokerage firm or transfer agent called upon to transfer any Securities to or from the name of the Company shall be entitled to rely on instructions or assignments signed or purported to be signed by the Management Committee without inquiry as to the authority of the Person signing or purporting to sign such instructions or assignments or as to the validity of any transfer to or from the name of the Company. At the time of any such transfer, any such corporation, brokerage firm or transfer agent shall be entitled to assume that (i) the Company is then in existence and (ii) that this Agreement is in full force and effect and has not been amended, in each case unless such corporation, brokerage firm or transfer agent shall have received written notice to the contrary.
Management Matters. Tenant shall not enter into a management agreement (the “Management Agreement”) without Landlord’s prior written consent. Any such Management Agreement shall expressly provide that the Management Agreement and all provisions thereof are expressly subordinate and subject to the terms of this Lease, and that the manager shall at all times be an “eligible independent contractor” as defined in Section 856(d) of the Code. The terms of such Management Agreement (a) shall not, in Landlord’s and its counsel’s reasonable opinion, cause the Rent to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code; (b) shall expressly provide that if Landlord and its counsel reasonably conclude that the terms of the Management Agreement will have such an effect, then the terms of the Management Agreement will be modified so that the Management Agreement, in the reasonable opinion of Landlord and its counsel, does not cause the Rent to be so characterized under the Code; provided, however, no such modifications shall affect the amount of management fees or the practical realization of the rights and benefits of the Manager thereunder; and (c) shall not in the Landlord’s reasonable opinion be inconsistent with the terms and conditions of any Secured Loan Documents.
Management Matters. The Managing Member shall take all action which may be necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the Laws of the State of Delaware (and of each other jurisdiction in which such existence is necessary to enable the Company to conduct the business in which it is engaged) and (ii) for the maintenance, preservation and operation of the business of the Company and the Subsidiaries in accordance with the provisions of this Agreement and the Exchange Agreement and applicable Laws and regulations. The Managing Member shall file or cause to be filed for recordation in the office of the appropriate authorities of the State of Delaware, and in the proper office or offices in each other jurisdiction in which the Company or any Subsidiary is formed or qualified, such certificates (including certificates of limited liability companies and fictitious name certificates) and other documents as are required by the applicable Laws of any such jurisdiction or as are required to reflect the identity of the Members and the amounts of their respective Capital Accounts.
Management Matters. No current senior member of the Company’s management has conveyed their oral or written resignation from the Company or, to the Company’s knowledge, indicated any current intent or desire to resign from the Company.
Management Matters. 21 SECTION 3.9 Securities in Holdings...............................22 SECTION 3.10
Management Matters. On or before the Closing Date, Company Parent and Newco Parent shall agree as to the officers of Newco following the Merger and thereafter Company Parent shall use its best efforts to cause any officers of the Company who are not to continue as officers of Newco following the Merger to resign such offices; provided, however, that all costs associated with any such severance shall be accrued on the books of the Company and paid by Newco following the Merger.
Management Matters. (a) All property owned by the Partnership shall be registered in the Partnership’s name, in the name of a nominee or in “street name” as the General Partner may from time to time determine. Any corporation, brokerage firm or transfer agent called upon to transfer any Securities to or from the name of the Partnership shall be entitled to rely on instructions or assignments signed or purported to be signed by an Officer or any other Person authorized by the General Partner without inquiry as to the authority of the Person signing or purporting to sign such instructions or assignments or as to the validity of any transfer to or from the name of the Partnership. At the time of any such transfer, any such corporation, brokerage firm or transfer agent shall be entitled to assume that (i) the Partnership is then in existence and (ii) that this Agreement is in full force and effect and has not been amended, in each case unless such corporation, brokerage firm or transfer agent shall have received written notice to the contrary.
Management Matters. Lessee shall not enter into a management agreement (the “Management Agreement”) with respect to the Personal Property without Lessor’s prior written consent. Any such Management Agreement shall expressly provide that the Management Agreement and all provisions thereof are expressly subordinate and subject to the terms of this Lease, and that the manager shall at all times be an “eligible independent contractor” as defined in Section 856(d) of the Code.
Management Matters. No Investor will (or will authorize anyone acting on behalf of it or its Affiliates to and to the extent it is reasonably able to do so will procure that none of its Affiliates shall) offer to any shareholder of Angel (including any member of management or employee of Angel) any consideration or other inducement to tender or sell their Angel Shares, including any opportunity to invest in any Investor, Holdco or any Acquisition Subsidiary or to retain any interest in any member of the Group without the prior written consent of all the other Investors.
