Common use of Designation and Appointment Clause in Contracts

Designation and Appointment. The Company Board may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Company Board), including employees, agents and other persons who may be designated as Officers of the Company, with titles including but not limited to “chief executive officer,” “chairman,” “president,” “vice president,” “treasurer,” “secretary,” “general manager,” “director,” “chief financial officer” and “chief operating officer,” as and to the extent authorized by the Company Board. Any number of offices may be held by the same person. The Company Board may, in its discretion, choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or Members, but Officers must at all times be citizens of the United States by birth, naturalization or as otherwise authorized by law. Any Officers so designated shall have such authority and perform such duties as the Company Board may, from time to time, delegate to them. The Company Board may assign titles to particular Officers. Each Officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Company Board. The initial Officers of the Company shall be as follows: Name Title Xxxx X. Xxxxxxx Chairman of the Board and Chief Executive Officer Xxxxxx Xxxx Executive Vice President Xxxxxx Xxxxxxx President and Chief Operating Officer Xxxxxx Xxxxxxxx Vice President–Chief Financial Officer, Secretary and Treasurer Xxxx Xxxxxxxx Vice President–Operations Xxxx Xxxxxx Vice President–Chartering

Designation and Appointment. The Company Board may, from time may appoint one or more Officers and may delegate to time, employ and retain persons as may be necessary or appropriate such Officers such responsibilities for the conduct management of the Company’s business (subject to and affairs of Holdings LLC as the supervision and control of the Company Board), including employees, agents and other persons who may be designated as Officers of the CompanyBoard shall determine, with titles including but not limited to “chief executive officer,” “chairman,” “president,” “vice president,” “treasurer,” “secretary,” “general manager,” “director,” “chief financial officer” and “chief operating technical officer,” as and to the extent authorized by the Company Board. Any number of offices may be held by the same personPerson. Officers need not be Members or residents of the State of Delaware. Officers other than the chief executive officer will report in the ordinary course to the chief executive officer. The Company Board maymay assign titles to particular Officers. The Board, in its discretion, may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or Members, but Officers must at all times be citizens of the United States by birth, naturalization or as otherwise authorized by law. Any Officers so designated shall have such authority and perform such duties as the Company Board may, from time to time, delegate to them. The Company Board may assign titles to particular Officers. Each Officer shall hold office until his or her such Officer’s successor shall be duly designated and shall qualify or until his or her such Officer’s death or Disability or until he or she such Officer shall resign or shall have been removed in the manner hereinafter provided. The salaries or and other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Company Board, if required under Section 6.5, or otherwise by the Compensation Committee. The initial Such Officers of shall have the Company shall be as follows: Name Title Xxxx X. Xxxxxxx Chairman responsibility and authority to implement the decisions of the Board and Chief Executive Officer Xxxxxx Xxxx Executive Vice President Xxxxxx Xxxxxxx President to make decisions specially delegated to them by the Board. The Officers shall be subject to the direction of the Board at all times. Subject to limitations expressly set forth in Section 6.5 or elsewhere in this Agreement, the Officers shall have the power and Chief Operating Officer Xxxxxx Xxxxxxxx Vice President–Chief Financial Officerthe authority to: (i) acquire, Secretary sell or otherwise trade in debt or equity securities, futures, options and Treasurer Xxxx Xxxxxxxx Vice President–Operations Xxxx Xxxxxx Vice President–Charteringother financial instruments in the ordinary course of business; (ii) incur indebtedness in the name and on behalf of Holdings LLC in the ordinary course of Holdings LLC’s business subject to preexisting guidelines and limitations as may have been established by the Board; (iii) collect all income earned and pay all operating expenses incurred in the ordinary course of the business of Holdings LLC; (iv) negotiate the terms and conditions of and execute all agreements, arrangements, documents and instruments necessary or helpful in conducting the business of Holdings LLC, including trades and contracts with third parties; (v) maintain the books and records of Holdings LLC, (vi) hire and fire employees of Holdings LLC; and (vii) carry out all things otherwise ordinary, necessary and incident to the ordinary course operations of Holdings LLC.

Designation and Appointment. The Officers of the Company as of the date of this Agreement shall be: Office Name Chief Executive Officer and President Xxxxxxx X. Xxxxx Chief Financial Officer Xxxx X. Xxxxxx Vice President, Operations Xxxxxx X. Xxxxxxxx Vice President, Administration and Secretary Xxxxxxx X. Xxxxxxxxxx The Board may, from time to time, employ and retain persons Persons as may be necessary or appropriate for the conduct of the Company’s 's business (subject to the supervision and control of the Company Board), including employees, agents and other persons Persons (any of whom may be a Member or Director) who may be designated as Officers of the Company, with titles including but not limited to “"chief executive officer,” “chairman,” “" "president,” “" vice president,” “" "treasurer,” “" "secretary,” “" "general manager,” “director,” “counsel" and "chief financial officer” and “chief operating officer,” " as and to the extent authorized by the Company Board. Any number of offices may be held by the same personPerson. The Company Board may, in its In the Board's discretion, the Board may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or Members, but Officers must at all times be citizens of the United States by birth, naturalization or as otherwise authorized by law. Any Officers so designated shall have such authority and perform such duties as the Company Board may, from time to time, delegate to them. The Company Board may assign titles to particular Officers. Each Officer shall hold office until his or her successor shall be duly designated and shall qualify have qualified as an Officer or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Company Board. The initial Officers of the Company shall be as follows: Name Title Xxxx X. Xxxxxxx Chairman of the Board and Chief Executive Officer Xxxxxx Xxxx Executive Vice President Xxxxxx Xxxxxxx President and Chief Operating Officer Xxxxxx Xxxxxxxx Vice President–Chief Financial Officer, Secretary and Treasurer Xxxx Xxxxxxxx Vice President–Operations Xxxx Xxxxxx Vice President–Chartering.

Designation and Appointment. The Officers of the Company as of the date of this Agreement shall be: Office Name ------ ---- Chief Executive Officer and President Xxxxxxx X. Xxxxx Chief Financial Officer Xxxx X. Xxxxxx Vice President, Operations Xxxxxx X. Xxxxxxxx Vice President, Administration and Secretary Xxxxxxx X. Xxxxxxxxxx The Board may, from time to time, employ and retain persons Persons as may be necessary or appropriate for the conduct of the Company’s 's business (subject to the supervision and control of the Company Board), including employees, agents and other persons Persons (any of whom may be a Member or Director) who may be designated as Officers of the Company, with titles including but not limited to “"chief executive officer,” “chairman,” “" "president,” “" vice president,” “" "treasurer,” “" "secretary,” “" "general manager,” “director,” “counsel" and "chief financial officer” and “chief operating officer,” " as and to the extent authorized by the Company Board. Any number of offices may be held by the same personPerson. The Company Board may, in its In the Board's discretion, the Board may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or Members, but Officers must at all times be citizens of the United States by birth, naturalization or as otherwise authorized by law. Any Officers so designated shall have such authority and perform such duties as the Company Board may, from time to time, delegate to them. The Company Board may assign titles to particular Officers. Each Officer shall hold office until his or her successor shall be duly designated and shall qualify have qualified as an Officer or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Company Board. The initial Officers of the Company shall be as follows: Name Title Xxxx X. Xxxxxxx Chairman of the Board and Chief Executive Officer Xxxxxx Xxxx Executive Vice President Xxxxxx Xxxxxxx President and Chief Operating Officer Xxxxxx Xxxxxxxx Vice President–Chief Financial Officer, Secretary and Treasurer Xxxx Xxxxxxxx Vice President–Operations Xxxx Xxxxxx Vice President–Chartering.

Designation and Appointment. The Company Board may, from time to time, employ and retain persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Company Board), including employees, agents and other persons who may be designated as Officers of the Company, with titles including but not limited to “chief executive officer,” “chairman,” “president,” “vice president,” “treasurer,” “secretary,” “general manager,” “director,” “chief financial officer” and “chief operating officer,” as and to the extent authorized by the Company Board. Any number of offices may be held by the same person. The Company Board may, in its discretion, choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or Members, but Officers must at all times be citizens of the United States by birth, naturalization or as otherwise authorized by law. Any Officers so designated shall have such authority and perform such duties as the Company Board may, from time to time, delegate to them. The Company Board may assign titles to particular Officers. Each Officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Company Board. The initial Officers of the Company shall be as follows: Name Title Xxxx X. Xxxxxxx Chairman of the Board and Chief Executive Officer Xxxxxx Xxxx Executive Vice President Xxxxxx Xxxxxxx President and Chief Operating Officer Xxxxxx Xxxx Executive Vice President Xxxxxx Xxxxxxxx Vice President–Chief Financial Officer, Secretary and Treasurer Xxxx Xxxxxxxx Vice President–Operations Xxxx Xxxxxx Vice President–Chartering

Designation and Appointment. The Company Board Managing Member may, from time to time, employ and retain persons Persons as may be necessary or appropriate for the conduct of the Company’s business (subject to the supervision and control of the Company Board)business, including employees, agents and other persons Persons (any of whom may Exhibit 3.1 be a Member) who may be designated as Officers of the Company, with titles including but not limited to “chief executive officer,” “chairman,” “president,” “vice president,” “treasurer,” “secretary,” “assistant secretary,” “general manager,” “director,” “chief financial officer” and “chief operating financial officer,” as and to the extent authorized by the Managing Member. The Officers of the Company Boardshall be appointed from time to time by separate resolutions adopted by the Managing Member. Any number of offices may be held by the same person. The Company Board may, in In its discretion, the Managing Member may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or Members, but Officers must at all times be citizens of the United States by birth, naturalization or as otherwise authorized by law. Any Officers so designated shall have such authority and perform such duties as the Company Board Managing Member may, from time to time, delegate to them; provided that in the absence of an express delegation of authority and duties, such persons shall have the authority and duties normally associated with such offices in respect of corporations formed pursuant to the Delaware General Corporation Law. Notwithstanding the foregoing, no Officer shall have the authority to approve any actions of any Subsidiary which requires the approval of the Company in its capacity as a shareholder of such Subsidiary without the express authorization of the Managing Member. The Company Board Managing Member may assign titles to particular Officers. Each Officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Company Board. The initial Officers of the Company shall be as follows: Name Title Xxxx X. Xxxxxxx Chairman of the Board and Chief Executive Officer Xxxxxx Xxxx Executive Vice President Xxxxxx Xxxxxxx President and Chief Operating Officer Xxxxxx Xxxxxxxx Vice President–Chief Financial Officer, Secretary and Treasurer Xxxx Xxxxxxxx Vice President–Operations Xxxx Xxxxxx Vice President–CharteringManaging Member.

Designation and Appointment. The Company Board Subject to Approval by the Board, and to Section 6.2(E) below, KOP may, from time to time, employ and retain persons designate employees of KOP or an Affiliate of KOP as may be necessary or appropriate for the conduct of the Company’s 's day-to-day business (subject to the supervision and control of the Company Board), including employees, agents and other persons who may be designated ) as Officers of the Company, with titles including but not limited to “chief executive officer,” “chairman,” “president,” “vice president,” “treasurer,” “secretary,” “general manager,” “director,” “chief financial officer” and “chief operating officer,” as and to the extent authorized by the Company Board. Any number of offices may be held by the same person. The Company Board may, in In its discretion, KOP may choose not to fill any office for any period as it may deem advisable. Officers need not be residents of the State of Delaware or Members, but Officers must at all times be citizens of the United States by birth, naturalization or as otherwise authorized by law. Any Officers so designated shall have such authority and perform such duties as are herein provided and as the Company Board may, from time to time, delegate to them. The Company Board may assign titles to particular Officers. Each Officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. The salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time serve without compensation unless otherwise Approved by the Company Board. The initial Officers of the Company Company, shall be as follows: Name Title Xxxx X. Xxxxxxx Chairman of designated in writing by KOP to the Board and Chief Executive Officer Xxxxxx Xxxx Executive Vice President Xxxxxx Xxxxxxx President shall include, (in descending rank): President; Acquisitions and Chief Operating Officer Xxxxxx Xxxxxxxx Development Officer; Vice President–Chief Financial Officer; Secretary; and Asst. Secretary. (B) RESIGNATION/REMOVAL. Subject to Section 11.1(B)(ii)(3), Secretary any Officer may resign as such at any time. Such resignation shall be made in writing and Treasurer Xxxx Xxxxxxxx Vice President–Operations Xxxx Xxxxxx Vice President–Charteringshall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any Officer may be removed as such, either with or without Cause, without limiting CalEast's rights under Section 11.1(B)(ii)(3), at any time by the Board or KOP, or with Cause at any time by CalEast. Designation of an Officer shall not of itself create any contractual or employment rights. Notwithstanding anything to the contrary within this Agreement, if KOP becomes a Defaulting Member, CalEast shall have the right to remove any or all of the current Officers with or without Cause and designate new Officers, who may or may not be employees of KOP. (C)