Board Governance Exceptions definition

Board Governance Exceptions means (i) the Unitholders’ rights to appoint Managers in Section 5.2 (Board Composition), (ii) EGI’s rights in Section 10.3 (Approved Sales), (iii) the Tax Matters Partner rights under Article IX, (iv) the Ventas consent rights in Section 5.11 (b) (Transactions with Unitholders) and (v) the Unitholder consent rights in Section 15.9 (Amendments).
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Examples of Board Governance Exceptions in a sentence

  • As set forth in Section 5.1, the Board shall have the sole authority and right to manage the business and affairs of the Company and to make all decisions and take all actions for the Company except for the Board Governance Exceptions.

  • The Unitholders holding the Required Interest may act with respect to the Board Governance Exceptions that require the affirmative vote, consent or approval of the holders of the Required Interest at a meeting (in person, telephonic or otherwise) at which the holders of the Required Interest are present and approve such action or by a written consent executed by the holders of the Required Interest.

  • The Unitholders shall not manage or control the business and affairs of the Company, but shall have the rights set forth with respect to such Unitholder in the Board Governance Exceptions.

  • As set forth in Section 5.1, the Board has sole right and authority to manage the Company’s business and affairs and make all decisions and take all actions for the Company except for the Board Governance Exceptions.

  • The only Unitholder meetings or actions will be with respect to the Board Governance Exceptions.

  • The Unitholders may act with respect to the Board Governance Exceptions that require the affirmative vote, consent or approval of such Unitholders at a meeting (in person, telephonic or otherwise) at which the applicable Unitholders are present and approve such action or by a written consent executed by the applicable Unitholders.

  • Subject to the Board Governance Exceptions, the Unitholders shall not manage or control the business and affairs of the Company.

  • SWCA will submit electronic copies of the Draft IS/MND, MMRP, and notices and assumes the City will reproduce the IS/MND and submit to all agencies and interested parties identified on a City-approved mailing list, including the State Clearinghouse for circulation.

  • As set forth in Section 5.1 of this Agreement, the Board shall have the sole authority and right to manage the business and affairs of the Company and to make all decisions and take all actions for the Company, except for those matters that by the express terms of this Agreement require the affirmative vote, consent or approval of the Required Interest or as set forth in Section 14.2 (the "Board Governance Exceptions").