Management of Newco. 14.1. The Board of Directors shall have a quorum with the participation of a majority of the Directors in office, and it shall adopt valid resolutions with the favourable vote of the absolute majority of the Directors attending.
Management of Newco. 1. The President and Representative Director of NEWCO, as jointly appointed by GTC and MTC, shall have principal responsibility for the management and business affairs except for all the actions set forth in Paragraph 1 of Article 7.
Management of Newco. 24 5.2. Compensation............................................................................................25 5.3. Issuances of Additional Membership Units................................................................25 5.4. Officers................................................................................................25 5.5.
Management of Newco. (a) The management of Newco shall be vested exclusively in Manager. Manager hereby acknowledges that its powers are subject to the terms of the Manager Certificate and agrees at all times to abide by the terms and conditions set forth therein. The Members, in such capacity, shall have no part in the management of Newco notwithstanding the last sentence of Section 18-402 of the Act, and shall have no authority or right to act on behalf of or bind Newco in connection with any matter, except as expressly set forth in the Act. The Manager shall serve until the Members shall determine by a unanimous vote of the LLC Units Beneficially Owned by the Initial Members at such time, to remove the Manager, and a new Manager shall be elected by a vote of the Members by a vote of a majority of the LLC Units.
Management of Newco. Following the Closing, Xxxxxx shall be the Chairman of the Board of Directors, Xxxxxx X. Xxxxx shall be the President and Chief Executive Officer, and Xxxxxxx shall be Executive Vice President and Chief Operating Officer of Newco. Until the Board of Directors of Newco, including the affirmative vote of each of the South Coast Members (as defined below) determines otherwise, the South Coast Owners as a group shall be entitled to elect a number of directors of Newco (the "South Coast Members") such that at all times the proportion that the number of South Coast Members bears to the full number of directors of Newco is as nearly equal as possible to the proportion that the number of shares of Newco Common Stock owned of record by the South Coast Owners as a group bears to the total number of outstanding shares of Newco Common Stock (plus the shares of Newco Common Stock issuable upon exercise of the Araxas Stock Options). Notwithstanding the preceding sentence, the parties agree that the covenant contained in this Section 9.10 shall apply until the agreement of Xxxxxx and Xxxxxxx that such covenant no longer shall apply, or the written opinion from the managing underwriter engaged by Newco in connection with the Public Equity Transaction recommending that the composition of the Newco Board be changed.
Management of Newco. 7.1 The Board of Directors of NEWCO ------------------------------- Except as otherwise required by mandatory provisions of law or as provided for in the Articles of Incorporation, responsibility for the management, direction and control of NEWCO shall be vested in the Board of Directors. The Articles of Incorporation shall provide initially for the election of seven (7) directors of NEWCO.
Management of Newco. Newco shall be formed as soon as there are a total of three EIPs (including the participating Anchors) and rights to designate Newco Board members shall be as follows:
Management of Newco. Newco shall be formed as soon as there are a total of three EIPs (including the participating Anchors) and rights to designate Newco Board members shall be as follows: ------------------------------- --------------------------- -------------------------- --------------------------- Total Number of EIPs Total Number to be Total Total --------------------- ------------------- ------ ----- (including Participating Designated by all the EIPs Number to Number to ------------------------- -------------------------- --------- --------- Anchors) (One Per EIP) be be -------- ------------- -- -- Designated Designated ----------- ---------- By eSpeed by CF --------- -----
Management of Newco. Newco shall be managed by SPE, its sole general and limited partners or two managing members, as the case may be. From and after the Closing, and subject to the terms provided herein, Newco shall operate for the sole and exclusive benefit of Newco all of Best's store locations, the Best Jewelry Stores and the leased distribution centers (collectively, the "Best Stores") and to the extent any Best Stores continue in operation, Newco shall obtain such working capital and other credit facilities as are reasonably necessary, in SPE's judgment, to support Newco's continuing operations, which shall in all events be determined by SPE; provided, however, that SPE shall be entitled at any time to terminate the operation of any or all of the Best Stores, in the exercise of its sole and absolute discretion, and liquidate the same in such manner as SPE shall determine. Newco shall be solely responsible for any and all liabilities accruing from and after the Closing that result from its operation of the Best Stores and shall indemnify Best for any such liabilities and the failure of Newco to duly and punctually perform any or all of its obligations under the definitive documents contemplated by this agreement after the expiration of any applicable notice and cure periods. To secure this indemnity, at the Closing, SBA shall deliver to Best a standby letter of credit, having an expiration of one year following the Closing, in the sum of $5 million; it being understood and agreed that Best shall be entitled to draw on such letter of credit if it believes in good faith that it has valid claims against Newco in respect of the indemnity set forth in the preceding sentence and certifies the existence of such good faith belief in writing to SBA. Best shall be entitled to draw on the letter of credit to the extent that Newco fails to perform its obligations hereunder after the expiration of any applicable notice and cure period. The terms of the letter of credit and the identity of the issuing bank shall be acceptable to Best in its sole discretion. Any and all costs incurred by SBA in connection with obtaining the letter of credit and providing the same to Best shall be paid for by Newco at Closing. Except for the delivery of such standby letter of credit, SBA shall have no obligation or liability in respect of such indemnity. Newco shall procure, as of the Closing, and maintain, following the Closing, general liability insurance providing coverage in an amount not less than $...
