Common use of Selection of Managers Clause in Contracts

Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have three (3) Managers, being Xxxx Xxxxxx and Xxxxx Xxxxxx (as the initial Manager designees of Prime), and Xxxxxx Xxxxxx, M.D. (as the initial Manager designee of Caster, Inc.). Thereafter, for so long as there are three (3) Managers, (a) Prime shall be entitled to designate two (2) of the Managers; and (b) Caster, Inc. shall be entitled to designate the remaining one (1) Manager. Notwithstanding the foregoing, a Member shall not be entitled to designate any Manager unless its Membership Interest: (y) has not (other than as allowed under Section 2.5 of this Agreement) been transferred, repurchased, assigned, pledged, hypothecated or in any way alienated; and (z) equals or exceeds thirty percent (30%) of the aggregate Membership Interests (after including in such determination all Membership Interests held by the permitted transferees of such Member); provided, however, that the foregoing limitations shall not apply in the event the parties restructure their relationship pursuant to this Agreement in an effort to comply with any applicable law, rule or regulation that makes such restructuring necessary. The Members may, by unanimous vote of all Members, from time to time, change the number of Managers of the Company and remove or add Managers accordingly. A Manager shall serve as a Manager until his or her resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.

Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have three five (35) Managers, being Xxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxx (as the initial Manager designees of Prime), and Xxxxxx XxxxxxXxxx Xxxxxxx Xxxx, M.D. and Xxxxx X. Berkeley, M.D., (as the initial Manager designee designees of Caster, Inc.MBC). Thereafter, for so long as there are three five (35) Managers, (a) Prime shall be entitled to designate two three (23) of the Managers; and (b) Caster, Inc. MBC shall be entitled to designate the remaining one two (12) Managerof the Managers. Notwithstanding the foregoing, a Member shall not be entitled to designate any Manager unless its Membership Interest: (yx) has not (other than as allowed under Section 2.5 of this Agreement) been transferred, repurchased, assigned, pledged, hypothecated or in any way alienated; and (zy) equals or exceeds thirty forty percent (3040%) of the aggregate Membership Interests (after including in such determination all Membership Interests held by the permitted transferees of such Member); provided, however, that the foregoing limitations shall not apply in the event the parties restructure their relationship pursuant to this Agreement in an effort to comply with any applicable law, rule or regulation that makes such restructuring necessaryInterests. The Members may, by unanimous vote of all Members, from time to time, change the number of Managers of the Company and remove or add Managers accordingly. A Manager shall serve as a Manager until his or her their resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.

Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have three four (34) Managers, being Xxxx Xxxxxx and Xxxxx Xxxxxx Ken Shifrin, Joe Jenkins, M.X., (as the initial Manager xx xxe ixxxxxx Xxxager designees of Prime), David D. Dulaney, M.D. and Xxxxxx X. Xxxxxx, M.D. M.D., (as the initial Manager designee xxx xxxxxxx Xxxxger designees of Caster, Inc.BDEC). Thereafter, for so long as there are three four (34) Managers, (a) Prime shall be entitled to designate two (2) of the Managers; and (b) Caster, Inc. BDEC shall be entitled to designate the remaining one two (12) Managerof the Managers. Notwithstanding the foregoing, a Member shall not be entitled to designate any Manager unless its Membership Interest: (yx) has not (other than as allowed under Section 2.5 of this Agreement) been transferred, repurchased, assigned, pledged, hypothecated or in any way alienated; and (zy) equals or exceeds thirty forty percent (3040%) of the aggregate Membership Interests (after including in such determination all Membership Interests held by the permitted transferees of such Member); provided, however, that the foregoing limitations shall not apply in the event the parties restructure their relationship pursuant to this Agreement in an effort to comply with any applicable law, rule or regulation that makes such restructuring necessaryInterests. The Members may, by unanimous vote of all Members, from time to time, change the number of Managers of the Company and remove or add Managers accordingly. A Manager shall serve as a Manager until his or her their resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.

Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have three four (34) Managers, being Xxxx Xxxxxx and Xxxxx Xxxxxx Xxx Xxxxxxx, Xxx Xxxxxxx, M.D., (as the initial Manager designees of Prime), Xxxxx X. Xxxxxxx, M.D. and Xxxxxx X. Xxxxxx, M.D. M.D., (as the initial Manager designee designees of Caster, Inc.BDEC). Thereafter, for so long as there are three four (34) Managers, (a) Prime shall be entitled to designate two (2) of the Managers; and (b) Caster, Inc. BDEC shall be entitled to designate the remaining one two (12) Managerof the Managers. Notwithstanding the foregoing, a Member shall not be entitled to designate any Manager unless its Membership Interest: (yx) has not (other than as allowed under Section 2.5 of this Agreement) been transferred, repurchased, assigned, pledged, hypothecated or in any way alienated; and (zy) equals or exceeds thirty forty percent (3040%) of the aggregate Membership Interests (after including in such determination all Membership Interests held by the permitted transferees of such Member); provided, however, that the foregoing limitations shall not apply in the event the parties restructure their relationship pursuant to this Agreement in an effort to comply with any applicable law, rule or regulation that makes such restructuring necessaryInterests. The Members may, by unanimous vote of all Members, from time to time, change the number of Managers of the Company and remove or add Managers accordingly. A Manager shall serve as a Manager until his or her their resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.

Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have three five (35) Managers, being Xxx Xxxxxxx, Xxxxx Xxxxxx, and Xxxx Xxxxxx and Xxxxx Xxxxxx Xxxxxx, (as the initial Manager designees of PrimePrime Management), Xxxxx X. Xxxxxxx, M.D., and Xxxxxx X. Xxxxxx, M.D. (as the initial Manager designee designees of Caster, Inc.LASIK). Thereafter, for so long as there are three five (35) Managers, (a) Prime Management shall be entitled to designate two three (23) of the Managers; and (b) Caster, Inc. LASIK shall be entitled to designate the remaining one two (12) Managerof the Managers. Notwithstanding the foregoing, a Member shall not be entitled to designate any Manager unless its Membership Interest: (yx) has not (other than as allowed under Section 2.5 of this Agreement) been transferred, repurchased, assigned, pledged, hypothecated or in any way alienated; and (zy) equals or exceeds thirty forty percent (3040%) of the aggregate Membership Interests (after including in such determination all Membership Interests held by the permitted transferees of such Member)Interests; provided, however, that if the foregoing limitations immediately preceding subsection (y) shall not apply to LASIK solely because of an exercise by LASIK of its put rights under Section 9.8 of the Contribution Agreement, then LASIK shall, unless and until there is an additional decrease in it Membership Interest other than pursuant to Section 9.8 of the Contribution Agreement, be entitled to designate only one Manager in the event the parties restructure their relationship pursuant to this Agreement in an effort to comply with any applicable law, rule or regulation that makes such restructuring necessarymanner provided above. The Members may, by unanimous vote of all Members, from time to time, change the number of Managers of the Company and remove or add Managers accordingly. A Manager shall serve as a Manager until his or her their resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.

Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have three (3) Managers, being Xxxx Xxxxxx and Xxxxx Xxxxxx (as the initial Manager designees of Prime), and Xxxxxx Xxx Xxxxxx, M.D. (as the initial Manager designee of Caster, Inc.Moadel). Thereafter, for so long as there are three (3) Managers, (a) Prime shall be entitled to designate two (2) of the Managers; and (b) Caster, Inc. Moadel shall be entitled to designate the remaining one (1) Manager. Notwithstanding the foregoing, a Member shall not be entitled to designate any Manager unless its Membership Interest: (y) has not (other than as allowed under Section 2.5 of this Agreement) been transferred, repurchased, assigned, pledged, hypothecated or in any way alienated; and (z) equals or exceeds thirty percent the Required Percent (30%as defined in the Contribution Agreement) of the aggregate Membership Interests (after including in such determination all Membership Interests held by the permitted transferees Permitted Transferees of such Member); provided, however, that the foregoing limitations shall not apply in the event the parties restructure their relationship pursuant to this Agreement in an effort to comply with any applicable law, rule or regulation that makes such restructuring necessary. The Subject to Section 8.3 of this Agreement, the Members may, by unanimous vote of all Members, from time to time, change the number of Managers of the Company and remove or add Managers accordingly. A Manager shall serve as a Manager until his or her resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.

Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have three five (35) Managers, being Xxxx Xxx Xxxxxxx, Xxxxxx Xxxxxxxx, and Xxxxx Xxxxxx Xxx Xxxxxxx, M.D., (as the initial Manager designees of Prime), Xxxxx X. Xxxxxxx, M.D., and Xxxxxx X. Xxxxxx, M.D. (as the initial Manager designee designees of Caster, Inc.LASIK). Thereafter, for so long as there are three five (35) Managers, (a) Prime shall be entitled to designate two three (23) of the Managers; and (b) Caster, Inc. LASIK shall be entitled to designate the remaining one two (12) Managerof the Managers. Notwithstanding the foregoing, a Member shall not be entitled to designate any Manager unless its Membership Interest: (yx) has not (other than as allowed under Section 2.5 of this Agreement) been transferred, repurchased, assigned, pledged, hypothecated or in any way alienated; and (zy) equals or exceeds thirty forty percent (3040%) of the aggregate Membership Interests (after including in such determination all Membership Interests held by the permitted transferees of such Member)Interests; provided, however, that if the foregoing limitations immediately preceding subsection (y) shall not apply to LASIK solely because of an exercise by LASIK of its put rights under Section 9.8 of the Contribution Agreement, then LASIK shall, unless and until there is an additional decrease in it Membership Interest other than pursuant to Section 9.8 of the Contribution Agreement, be entitled to designate only one Manager in the event the parties restructure their relationship pursuant to this Agreement in an effort to comply with any applicable law, rule or regulation that makes such restructuring necessarymanner provided above. The Members may, by unanimous vote of all Members, from time to time, change the number of Managers of the Company and remove or add Managers accordingly. A Manager shall serve as a Manager until his or her their resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.

Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have three five (35) Managers, being Xxxx Xxxxxx and Xxxxx Xxxxxx Ken Shifrin, Cheryl Williamx, xxx Xxx Jenxxxx, X.X., (as xs the initial Manager ixxxxxx Xxxxger designees of Prime), David D. Dulaney, M.D., and Xxxxxx Rxxxxx X. Xxxxxx, M.D. (as the initial Manager designee xxxxxxx Xxxxxxx designees of Caster, Inc.LASIK). Thereafter, for so long as there are three five (35) Managers, (a) Prime shall be entitled to designate two three (23) of the Managers; and (b) Caster, Inc. LASIK shall be entitled to designate the remaining one two (12) Managerof the Managers. Notwithstanding the foregoing, a Member shall not be entitled to designate any Manager unless its Membership Interest: (yx) has not (other than as allowed under Section 2.5 of this Agreement) been transferred, repurchased, assigned, pledged, hypothecated or in any way alienated; and (zy) equals or exceeds thirty forty percent (3040%) of the aggregate Membership Interests (after including in such determination all Membership Interests held by the permitted transferees of such Member)Interests; provided, however, that if the foregoing limitations immediately preceding subsection (y) shall not apply to LASIK solely because of an exercise by LASIK of its put rights under Section 9.8 of the Contribution Agreement, then LASIK shall, unless and until there is an additional decrease in it Membership Interest other than pursuant to Section 9.8 of the Contribution Agreement, be entitled to designate only one Manager in the event the parties restructure their relationship pursuant to this Agreement in an effort to comply with any applicable law, rule or regulation that makes such restructuring necessarymanner provided above. The Members may, by unanimous vote of all Members, from time to time, change the number of Managers of the Company and remove or add Managers accordingly. A Manager shall serve as a Manager until his or her their resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.

Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have three (3) Managers, being Xxxx Xxxxxx and Xxxxx Xxxxxx Xxxxxxxx (as the initial Manager designees of Prime), and Xxxxxx XxxxxxXxxxxxx Xxxxx, M.D. (as the initial Manager designee of Caster, Inc.VCC). Thereafter, for so long as there are three (3) Managers, (a) Prime shall be entitled to designate two (2) of the Managers; and (b) Caster, Inc. VCC shall be entitled to designate the remaining one (1) Manager. Notwithstanding the foregoing, a Member shall not be entitled to designate any Manager unless its Membership Interest: (y) has not (other than as allowed under Section 2.5 of this Agreement) been transferred, repurchased, assigned, pledged, hypothecated or in any way alienated; and (z) equals or exceeds thirty thirty-five percent (3035%) of the aggregate all outstanding Membership Interests (after including in such determination all Membership Interests held by the permitted transferees Permitted Transferees of such Member) (the "Required Percent"); provided. Subject to Section 8.3 of this Agreement, however, that the foregoing limitations shall not apply in the event the parties restructure their relationship pursuant to this Agreement in an effort to comply with any applicable law, rule or regulation that makes such restructuring necessary. The Members may, by unanimous vote or written consent of all Members, from time to time, change the number of Managers of the Company and remove or add Managers accordingly. A Manager shall serve as a Manager until his or her resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.

Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the The Company shall have three five (35) Managers, being Xxx Xxxxxxx, Xxxxx Xxxxxx, Xxxx Xxxxxx and Xxxxx Xxxxxx (as the initial Manager designees of Prime), Xxxxx X. Xxxxxxx, M.D. and Xxxxxx X. Xxxxxx, M.D. M.D., (as the initial Manager designee designees of Caster, Inc.BDEC). Thereafter, for so long as there are three five (35) Managers, (a) Prime shall be entitled to designate two three (23) of the Managers; and (b) Caster, Inc. BDEC shall be entitled to designate the remaining one two (12) Managerof the Managers. Notwithstanding the foregoing, a Member shall not be entitled to designate any Manager unless its Membership Interest: (yx) has not (other than as allowed under Section 2.5 of this Agreement) been transferred, repurchased, assigned, pledged, hypothecated or in any way alienated; and (zy) equals or exceeds thirty forty percent (3040%) of the aggregate Membership Interests (after including in such determination all Membership Interests held by the permitted transferees of such Member); provided, however, that the foregoing limitations shall not apply in the event the parties restructure their relationship pursuant to this Agreement in an effort to comply with any applicable law, rule or regulation that makes such restructuring necessaryInterests. The Members may, by unanimous vote of all Members, from time to time, change the number of Managers of the Company and remove or add Managers accordingly. A Manager shall serve as a Manager until his or her their resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.

Selection of Managers. Management of the Company shall be vested in the Managers. Initially, the Company shall have three (3) Managers, being Xxxx Xxxxxx and Xxxxx Xxxxxx (as the initial Manager designees of Prime), and Xxxxxx Xxx Xxxxxx, M.D. (as the initial Manager designee of Caster, Inc.Moadel). Thereafter, for so long as there are three (3) Managers, (a) Prime shall be entitled to designate two (2) of the Managers; and (b) Caster, Inc. Moadel shall be entitled to designate the remaining one (1) Manager. Notwithstanding the foregoing, a Member shall not be entitled to designate any Manager unless its Membership Interest: (y) has not (other than as allowed under Section 2.5 of this Agreement) been transferred, repurchased, assigned, pledged, hypothecated or in any way alienated; and (z) equals or exceeds thirty percent the Required Percent (30%as defined in the Facility Development Agreement) of the aggregate Membership Interests (after including in such determination all Membership Interests held by the permitted transferees Permitted Transferees of such Member); provided, however, that the foregoing limitations shall not apply in the event the parties restructure their relationship pursuant to this Agreement in an effort to comply with any applicable law, rule or regulation that makes such restructuring necessary. The Subject to Section 8.3 of this Agreement, the Members may, by unanimous vote of all Members, from time to time, change the number of Managers of the Company and remove or add Managers accordingly. A Manager shall serve as a Manager until his or her resignation or removal pursuant to Section 8.2 or 8.3 of this Article VIII. Managers need not be residents of the State of Delaware or Members of the Company.