Appointed Managers definition
Examples of Appointed Managers in a sentence
Any or all of the Managers may be removed (a) for any reason by the action of at least 66 2/3% of the remaining Managers or (b) only for cause and by vote of at least 66 2/3% in voting power of all the then-outstanding Units of the Company, voting together as a single class; provided, however, that any or all of the Preferred Appointed Managers may be removed only for cause and only by the affirmative vote of at least 66 2/3% in voting power of all the then-outstanding Preferred Units of the Company.
In the event any Preferred Units are issued and outstanding, the Preferred Unitholders shall be entitled to elect the Preferred Appointed Managers at a meeting of the Unitholders, which shall be called in the manner as provided in 3.7.
Five Managers, at least four of whom shall be Appointed Managers, shall constitute a quorum for the transaction of business by the Board of Managers.
Further, following Financial Closing, a majority of the number of Managers composing the entire Board of Managers must be Class A Members or elected or appointed representatives of Class A Members (the number of Managers composing the entire Board of Managers shall be determined by adding all Managers of the Board including Appointed Managers and elected Managers, and shall include any open seats due to unfilled vacancies).
Upon receipt of such written notice by the Company, the replacement Appointed Manager shall be appointed as a Manager hereunder, unless objected to in writing on a reasonable basis by all of the Appointed Managers other than the Manager who is being replaced pursuant to this Section 8.3(a) and any Manager whose Appointing Member, or an Affiliate thereof, has the appointment right with respect to such replacement.
The initial Appointed Managers shall be as set forth on Schedule B.
The Managers may be paid their expenses of attendance at each meeting of the Board of Managers; however, Appointed Managers shall not receive any compensation for serving as a Manager or as a member of any committee of the Board of Managers.
The Board of Managers, by resolution adopted by a majority of the full Board of Managers, which majority shall include not less than four of the Appointed Managers, may designate one or more other committees from among its members, each of which, to the extent provided in such resolution or in this Agreement, shall have and may exercise all the authority of the Board of Managers, subject to the limitations imposed by applicable law, the Certificate and this Agreement.
Upon receipt of such written notice by the Company, the replacement Independent Manager shall be appointed as an Independent Manager hereunder, unless objected to in writing on a reasonable basis by all of the Appointed Managers other than any Manager whose Appointing Member, or an Affiliate thereof, has or shares the Appointment Right with respect to the replacement Independent Manager.
The Independent Managers shall be compensated in such amounts as shall be established by the Appointed Managers.