The Board of Managers Sample Clauses

The Board of Managers. (a) Prior to the Initial Closing Date, the Organizational Member may, in its sole discretion, designate and elect persons to serve as Managers on the Board of Managers. Following the effectiveness of this Agreement, each Manager shall agree to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers by Members, designate as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of Managers shall be fixed from time to time by the Board of Managers.
The Board of Managers. The management of the business and affairs of the Company shall be vested exclusively in the Board of Members (the “Board”), and the Board may make all decisions and take all actions for the Company which in its sole judgment are necessary or appropriate to carry out the Company’s purposes. The Board shall consist of four members, two of whom shall be designated by the Purchaser Member and two of whom shall be designated by the Seller Member.
The Board of Managers. (a) The Board of Managers shall be composed of three (3) Managers. As long as Investor and its Affiliates own, in the aggregate, a number of Membership Units not less than 50% of the Membership Units of the Company, adjusting for unit splits, unit dividends or distributions or other similar cashless transactions affecting the number of Membership Units outstanding (the “Ownership Threshold”), Investor shall have the right to appoint a majority of the Managers on the Board of Managers (the “Investor Managers”). As long as Development and its Affiliates own, in the aggregate, not less than 50% of the Membership Units Beneficially Owned by Development as of the Effective Date (adjusting for unit splits, unit dividends or distributions or other similar cashless transactions affecting the number of Membership Units outstanding), Development shall have the right to appoint one (1) Manager (the “Development Manager”). Upon Investor and its Affiliates in the aggregate ceasing to hold Membership Units greater than or equal to the Ownership Threshold, Investor shall immediately cause the Investor Managers to resign from the Board of Managers, and the number of Managers on the Board of Managers will be allocated between the Members in proportion to the number of Membership Units held by each Member; provided, that such event shall not otherwise affect the rights of Development to appoint a Manager as provided in this Section 7.02(a). Each of the Members will then have the right to appoint the number of Managers allocated to it. Upon Development and its Affiliates ceasing to own, in the aggregate, at least 50% of the Membership Units Beneficially Owned by Development as of the Effective Date, Development shall immediately cause the Development Manager to resign from the Board of Managers, and the number of Managers on the Board of Managers will be allocated between the Members in proportion to the number of Membership Units held by each Member; provided, that such event shall not otherwise affect the rights of Investor to appoint two Managers as provided in this Section 7.02(a). Each of the Members will then have the right to appoint the number of Managers allocated to it. The names of the initial Managers are as follows: Type of Nominee Name Investor Manager [Wxxxx Xxxxxxx] Investor Manager [Dxxxx Xxxxx] Development Manager [Sxxxxx Xxxxx]
The Board of Managers. Each of FIM and GM and any party that executes a joinder to this Agreement (including the Trustee (as defined below)) pursuant to Section 3(e) shall vote or shall cause to be voted (including causing the trustee(s) of any trust formed by any party to hold Common Membership Interests of the Company to vote in accordance with this Agreement, which, in the case of GM with respect to so causing the trustee(s), shall be satisfied by the actions required to be taken by GM pursuant to the last sentence of Section 3(e)) all voting interests of the Company over which such party has direct or indirect voting control, and shall take all other necessary or desirable lawful actions within such party’s control (whether in such party’s capacity as a holder of Common Membership Interests, manager, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable lawful actions within its control (including, without limitation, calling special board and Common Holder meetings), so that:
The Board of Managers may base a determination that a Distribution is not prohibited on any of the following:
The Board of Managers of the Buyer has, as of the date of this Assignment, unanimously declared the advisability of the purchase of the Assigned Shares and approved this Assignment and the transactions contemplated hereby (including the purchase of the Assigned Shares).
The Board of Managers. Pursuant to Section 18-402 of the Act, and to --------------------- the extent specifically set forth in this Agreement, certain activities of the LLC shall be managed through a Board of Managers (the "The Board of Managers"). The Board of Managers shall have the following characteristics:
The Board of Managers. (a) Except as otherwise required by Applicable Law and clauses 7.3, 7.4 and 7.5, the Business of the Company shall be managed by a board of managers (the Board of Managers).
The Board of Managers. (a) From and after January 31, 2014, the Company shall be managed by a Board of Managers (‘Board of Managers’) as provided in this Article III. The Board of Managers shall appoint a Member to act as the tax matters Member, who shall act in the same capacity as the ‘Tax Matters Partner’ of a partnership as referred to in Section 623l(a)(7)(A) of the Code. As of January 31, 2014, the Tax Matters Partner shall be TA Class A Member.
The Board of Managers. The business and affairs of the Company shall be managed by a board of managers (the “Board”) elected by the Member, which shall be responsible for the policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company. The Board shall consist of one (1) to ten (10) individuals (the “Managers”), the exact number of Managers to be determined from time to time by resolution of the Member. The initial Board shall consist of two (2) Managers, who shall be Xx Xxxxxxxx and Xxxxxxx Xxxxxx. Any Manager shall serve in such capacity until his death, permanent disability, resignation or removal by the Member (which removal may be made for any reason or no reason whatsoever). Any Manager may resign at any time by giving written notice to the Member. The resignation of any Manager shall take effect upon receipt of such notice or at such later time as shall be specified in the notice. If a vacancy occurs, the Member shall promptly appoint a replacement Manager (which may be the Member).