Common use of Appointment of Managing Member Clause in Contracts

Appointment of Managing Member. (a) Except as provided in Section 4.2 hereof or as otherwise set forth in this Agreement, the management of the Company and the Subsidiaries shall be fully vested in FXREE as Managing Member of the Company and FXREE hereby accepts such appointment and agrees to be bound by the provisions of this Agreement in its capacity as a Member hereunder and in its capacity as Managing Member. Subject to Section 4.2, the Managing Member shall be fully vested with the authority to manage the assets, business and affairs of the Company and the Subsidiaries, with all rights and powers and the full authority necessary, desirable or convenient to administer and operate the same for Company purposes, including to, directly or indirectly, take or omit whatever action for Company purposes that the Managing Member may, in the Managing Member’s sole discretion, deem necessary or desirable to carry out the Company’s purposes, and to make all decisions and do all things necessary or desirable in connection therewith. (b) The Members, in their capacity as members of the Company, shall have no part in the management of the Company or the Subsidiaries and shall have no authority to, or right to, act on behalf of or bind the Company or the Subsidiaries in connection with any matter, nor have any voting rights, except as set forth in this Agreement. (c) The Managing Member may resign at any time upon written notice to the Members; provided, however, that prior to the effectiveness of any such resignation, the Member that is not the Managing Member at such time shall provide for a substitute Managing Member.