Common use of Appointment and Qualifications Clause in Contracts

Appointment and Qualifications. The Board shall consist of six (6) Managers. Initially, ADA shall be entitled to appoint three (3) Managers (the “ADA Managers”), and NexGen shall be entitled to appoint three (3) Managers (the “NexGen Managers”). This arrangement shall continue for so long as ADA and NexGen hold an equal number of Units. In the event that ADA and NexGen do not hold an equal number of Units, either ADA or NexGen, whichever holds the lesser number of Units, shall immediately, and without any further action by the Company, the Board or any other Member, relinquish the right to appoint one (1) Manager and the other, ADA or NexGen ( whichever holds the greater number of Units), shall immediately be entitled to appoint one (1) additional Manager. If either ADA or NexGen files or is otherwise subject to a Bankruptcy, the Member subject to such Bankruptcy shall immediately, and without any further action by the Company, the Board or any Member, relinquish the right to appoint one (1) Manager and the other, ADA or NexGen (whichever is not subject to the Bankruptcy), shall immediately be entitled to appoint one (1) additional Manager for so long as the other Member is subject to such Bankruptcy. Managers shall be appointed by ADA and NexGen annually, for the term beginning with the annual meeting of the Board as described in Section 5.2(a)(ii), and each Manager shall hold office until his or her successor shall have been appointed and qualified or until his or her earlier death, resignation or removal. Managers shall be natural persons, over the age of eighteen (18), but Managers need not be Members of the Company or residents of the State of Colorado. The Managers as of and immediately after the Effective Date are listed on the attached Schedule 5.1(c).