Number and Election of Managers. The Board of Managers shall be comprised of four (4) Managers who shall be selected as follows:
Number and Election of Managers. The number of Managers constituting the entire Board of Managers shall be two. One Manager shall be appointed by HMA L.P. (the “HMA Manager”) and one Manager shall be appointed by Foundation (the “Foundation Manager”). The initial HMA Manager is Xxxxx X. Xxxxx and the initial Foundation Manager is Xxxx Xxxxxxx.
Number and Election of Managers. At each annual or special meeting called for such purpose, and whenever the Members of the Company act by written consent with respect to election of Managers, each of the Members agrees to vote or otherwise give such Member's consent in respect of all Common Interests and other equity securities of the Company (whether now or hereafter acquired) owned by such Member or as to which such Member is entitled to vote, and the Company shall take all necessary and desirable actions within its control, in order to cause:
Number and Election of Managers. The number of Managers constituting the Board shall be fixed at six for the six month period following the Effective Date. The Board initially shall consist of three natural Persons appointed by Crosswinds (the “Crosswinds Designees”), and three natural Persons appointed by FNHC (the “FNHC Designees”). No later than six months from the Effective Date, Crosswinds and FNHC will agree upon one natural Person who is not a director or officer of Crosswinds or FNHC or their Affiliates, and who has not acted in such capacity within the prior five years, to act as the seventh Manager (the “Independent Designee”). The Members hereby agree that the initial Board will consist of Xxxxx Xxxx, Xxxxxx Xxxx, and Xxxxxxx X. Xxxxxxx, who will act as the Crosswinds Designees; and Xxxxxxx X. Xxxxx, Xxxxx X. Prygelski, III, and Xxxxxxx Xxxxxxxxx, who will act as the FNHC Designees. Crosswinds and FNHC shall each retain the right to appoint the number of Manager designees set forth in this Section 6.1.2(a), subject to the termination of such rights set forth in Section 6.1.2(b). The initial term for each Manager shall be for two years beginning on the Effective Date (and beginning on the date of appointment for the Independent Designee), and the Managers shall continue to be elected to two-year terms thereafter; but, in the event Crosswinds and FNHC cannot agree on a new Independent Designee at the end of an Independent Designee’s term, then such Independent Designee’s term on the Board will be extended for a further two years. Each Manager shall serve until the earlier of (i) the appointment of such Manager’s successor in accordance with the terms of this Agreement, (ii) the removal of such Manager in accordance with the terms of this Agreement, (iii) such Manager’s resignation, and (iv) such Manager’s death or Disability. A Manager may, but need not be, a Member.
Number and Election of Managers. 9 7.3. General Powers of Board of Managers.....................10 7.4.
Number and Election of Managers. The number of Managers constituting the Board shall be fixed at five. The Board initially shall consist of two Persons appointed by Intrexon (the “Intrexon Designees”) and three Persons appointed by the Investors holding at least a majority of the Investor Ownership Percentage (the “Investor Designees”). Intrexon and the Investors shall each retain the right to appoint the number of Manager designees set forth in this Section 6.1.2(a). The initial term for each Manager shall be for two years beginning on the Effective Date, and the Managers shall continue to be elected to two-year terms thereafter. Each Manager shall serve until the earlier of (i) the appointment of such Manager’s successor, (ii) the removal of such Manager in accordance with the terms of this Agreement, (iii) such Manager’s resignation, and (iv) such Manager’s death or Disability. A Manager may, but need not be, a Member.
Number and Election of Managers. 11 15.03 Chairman and Vice Chairman 11 15.04 Meetings. 12 15.05 Quorum 12 15.06 Actions by the Managers 12 15.07 Meetings by Means of Conference Telephone. 12 15.08 Compensation. 12 15.09 Interested Managers 12 15.10 Liability for Certain Acts. 13 15.11 Right to Rely on Opinions and Reports 13 15.12 Managers and Shareholders Have No Exclusive Duty to the Company. 13 15.13 Indemnity of the Managers, Employees and Other Agents. 14 15.14 Removal of Managers. 14 15.15 Appointment of Officers. 14 ARTICLE 16 14 [RESERVED] 14 ARTICLE 17 DISSOLUTION OF THE COMPANY 14 17.01 Dissolution Events. 14 17.02 Death or Incompetency. 14 17.03 No Recourse. 15 17.04 Winding Up. 15 17.05 No Technical Liquidation. 15 17.06 Statement Furnished. 15 ARTICLE 18 SHARE CERTIFICATES 16 ARTICLE 19 DISPUTE RESOLUTION 16 ARTICLE 20 AMENDMENT OF OPERATING AGREEMENT 16
Number and Election of Managers. The Board of Managers shall consist of six (6) Persons, or such other number of Managers as the Parties may agree. Managers do not need to be Shareholders. The designation and election of Managers and substitute Managers shall be governed by the terms of the Joint Venture Agreement.
Number and Election of Managers. There shall be at least one Manager appointed by the Members (collectively the “Management Board”), which number may be changed from time to time by the holders of two-thirds of the membership interests. No decrease in the number of Managers shall have the effect of shortening the term of any incumbent Manager. The initial Manager of the Company shall be Xxxxxxx Xxxxxxxx, who shall serve until his successor is elected and qualified.
Number and Election of Managers. (a) At all times that this Agreement remains in effect, the Management Committee shall consist of four Managers of the Company. During the First Distribution Period, the Managers of the Company shall be elected as follows: (i) three (3) Managers shall be elected by the holders of the Class A Units voting separately as a class and (ii) one (1) Manager shall be elected by the holders of the Class B Units voting separately as a class. The initial Managers of the Company shall be as set forth on Schedule 3. During the Second Distribution Period, the Managers of the Company shall be elected as follows: (i) two (2) Managers shall be elected by the holders of the Class A Units voting separately as a class and (ii) two (2) Managers shall be elected by the holders of the Class B Units voting separately as a class. During the Third Distribution Period, the Managers of the Company shall be elected as follows: (i) one (1) Manager shall be elected by the holders of the Class A Units voting separately as a class and (ii) three (3) Managers shall be elected by the holders of the Class B Units voting separately as a class References herein to the “
