Board of Managers Approval Sample Clauses

The Board of Managers Approval clause establishes that certain actions or decisions within a company require the formal consent of its board of managers before they can be implemented. Typically, this clause applies to significant matters such as approving budgets, entering into major contracts, issuing new equity, or making strategic business changes. By requiring board approval, the clause ensures that key decisions are subject to oversight and collective judgment, thereby promoting responsible governance and protecting the interests of stakeholders.
Board of Managers Approval. Not▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇thing contained in this Agreement to the contrary (including, without limitation, in Section 3.3), the management of the Company with respect to certain decisions of the Company shall lie with the Board of Managers as provided in this Agreement. The Board of Managers shall consist of seven (7) members, provided that the number of members of the Board of Managers may be increased or adjusted from time to time by the affirmative vote of a majority of the members of the Board of Managers holding at least a majority of the Voting Power. Of the seven (7) members of the Board of Managers, three (3) shall be appointed by the holders of the Class A Common Units (the "Class A Common Designees") of GAR, LLC, a Mississippi limited liability company and sole voting member of the Company ("GAR"), and four (4) shall be appointed by the holders of the Class B Common Units of GAR, three of whom shall be designated the "Class B Common Designees" and one of whom shall be designated the "Executive Manager"). For purposes of voting and taking any action by the Board of Managers, the Executive Manager and each Class A Common Designee shall be entitled to one (1) vote, and each Class B Common Designee shall be entitled to two (2) votes. Each member of the Board of Managers shall serve until his or her successor is designated by the respective Member(s) of GAR that holds the power of appointment pursuant to this Section 3.4. The Company will reimburse members of the Board of Managers for reasonable costs and expenses incurred in attending Board of Managers meetings. On and after the date hereof, the Board of Managers shall determine the timing and contents of any announcements and disclosures regarding the subject matter hereof. If any member of the Board of Managers shall for any reason fail to be licensed as required by the Mississippi Gaming Commission, such member shall immediately (after expiration of any period in which to appeal such decision before the Mississippi Gaming Commission) resign or be removed from the Board of Managers, and such member shall not be entitled to receive or be paid any amount or payment generated from the Project, and the holders of the Class A Common Units of GAR or the Class B Common Units of GAR, as applicable, shall promptly designate a replacement member to the Board of Managers. Notwithstanding anything contained in this Agreement to the contrary (but subject to Section 3.10 hereof), the Manager may not take any of the fo...
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Board of Managers Approval. BLA’s Board of Managers shall have approved the Transactions contemplated by the Transaction Documents and, at Closing, BLA shall deliver to WT a certificate certifying that such Board approval has been obtained.
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Board of Managers Approval. The Board of Managers of the Seller shall have approved and authorized the transactions contemplated by this Agreement.
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Board of Managers Approval. This Agreement, the other Transaction-Related Agreements and the transactions contemplated hereby and thereby shall have been duly approved by the Board of Managers of the Company in accordance with applicable Law and the Company’s certificate of formation and limited liability company agreement.
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Board of Managers Approval. The formation of the Company and -------------------------- the transactions contemplated by this Partnership Agreement have been approved by the board of managers of DR Investor.
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Board of Managers Approval. 18 Section 3.5. Duty of Care; Liability for Certain Acts.................20 Section 3.6. Resignation and Removal of Manager and Board of Managers..............................................21 Section 3.7. Vacancies................................................21 Section 3.8. Compensation of General Manager/Operator.................21 Section 3.9. Transactions with the Company; Compensation..............21 Section 3.10. Certain Required Approvals...............................22 Section 3.11. Actions by Class B Common Units..........................22
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Related to Board of Managers Approval

  • Board of Managers (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.

  • Shareholders' Approval The Company shall: (a) call a special meeting of the Shareholders (the "Shareholders' Meeting") within 30 days (or such other period as may be required by applicable law) after the S-4 shall have been declared effective by the SEC for the purpose of obtaining the approval of the Merger, this Agreement and the Plan of Merger and the transactions contemplated hereby and thereby (the "Shareholder Action"); and (b) recommend that the Shareholders vote in favor of the Merger and approve this Agreement and the Plan of Merger and take or cause to be taken all such other action as may be required by the New Jersey Statute and any other applicable law in connection with the Merger, this Agreement and the Plan of Merger, in each case as promptly as possible. The Company shall prepare and distribute any written notice and other materials relating to the Shareholder Action, including, without limitation, a proxy statement (the "Shareholder Statement"), in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal and state laws relating to the Merger, such Shareholders' Meeting or any other transaction relating to or contemplated by this Agreement (collectively, the "Shareholders' Materials"); PROVIDED, HOWEVER, that Parent and its counsel shall have the opportunity to review all Shareholders' Materials prior to delivery to the Shareholders, and all Shareholders' Materials shall be in form and substance reasonably satisfactory to Parent and its counsel; PROVIDED, FURTHER, HOWEVER, that if any event occurs which should be set forth in an amendment or supplement to any Shareholders' Materials, the Company shall promptly inform Parent thereof (or, if such event relates solely to Parent, Parent shall promptly inform the Company thereof), and the Company shall promptly prepare an amendment or supplement in form and substance satisfactory to Parent in accordance with the Certificate and by-laws of the Company, the New Jersey Statute and any other Federal or state laws.