Election of Managers Sample Clauses
The 'Election of Managers' clause establishes the process by which individuals are chosen to serve as managers of a company or organization. Typically, this clause outlines who is eligible to vote, the frequency and method of elections, and any qualifications required for candidates. For example, it may specify that members vote annually to elect one or more managers, or that a majority vote is needed for selection. The core function of this clause is to ensure a clear, fair, and orderly method for appointing leadership, thereby preventing disputes and promoting effective governance.
POPULAR SAMPLE Copied 36 times
Election of Managers. Each Member agrees to vote, or cause to be voted, all Units owned by such Member, or over which such Member has voting control, from time to time and at all times, in whatever manner as shall be necessary to ensure that at each meeting of Members at which an election of managers is held or pursuant to any written consent of the Members, the following persons shall be elected to the Board of Managers:
(i) So long as MPM BioVentures V, L.P. (“MPM”) and/or its Affiliates continue to hold at least twenty-five percent (25%) of the aggregate Preferred Units (on an as-converted-to-common basis) issued by the Company to MPM and/or its Affiliates, one (1) person designated by MPM (the “MPM Manager”), which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇;
(ii) So long as New Enterprise Associates 13, L.P. (“NEA”) and/or its Affiliates continue to hold at least twenty-five percent (25%) of the aggregate Preferred Units (on an as-converted-to-common basis) issued by the Company to NEA and/or its Affiliates, one (1) person designated by NEA (the “NEA Manager”), which individual shall initially be ▇▇▇▇▇▇ ▇▇▇▇▇▇▇;
(iii) So long as Third Rock Ventures, L.P. (“Third Rock”) and/or its Affiliates continue to hold at least twenty-five percent (25%) of the aggregate Preferred Units (on an as-converted-to-common basis) issued by the Company to Third Rock and/or its Affiliates, one (1) person designated by Third Rock (the “Third Rock Manager”, and together with the MPM Manager and the NEA Manager, the “Preferred Managers”), which individual shall initially be ▇▇▇ ▇▇▇▇▇▇▇▇▇;
(iv) One (1) person, who shall be an independent industry expert who is not employed by the Company, its subsidiaries or any of the Preferred Members, designated by the Majority Preferred Members, voting together as a single class (the “Additional Independent Manager”). For clarity, the Additional Independent Manager shall not be deemed a “Preferred Manager” for purposes of determining whether a matter has been approved by a majority of the Preferred Managers;
(v) One (1) person designated by Sutrepa SAS (the “Ipsen Manager”), which individual shall initially be Christian De La Tour;
(vi) The Company’s Chief Executive Officer (the “CEO Manager”), which Board seat shall initially be filled by ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇, MD, provided that if for any reason the CEO Manager shall cease to serve as the CEO, each of the Members shall promptly vote their respective Units (i) to remove the former CEO from the Board if such p...
Election of Managers. The election and removal of Managers in accordance with Section 2.3.6 and Article 3;
Election of Managers. (a) The Board of Managers shall be comprised of:
(i) Eleven representatives elected by the Majority Class B Holders to serve as Managers, of whom not less than a majority shall be Independent Managers; and
(ii) If the Board of Managers so elects, the Chief Executive Officer.
(b) A majority of the Independent Managers shall elect the Chairman of the Board of Managers (the “Chairman”). The Chairman shall preside over meetings of the Board of Managers or, in the absence of the Chairman, any other Manager chosen by the Board of Managers.
(c) Any Manager (including the Chairman and Chief Executive Officer) shall be removed from the Board of Managers or any committee of the Board of Managers with or without cause thirty days after the date of delivery of a Removal Notice by the Majority Class B Holders in accordance with Section 7.8(a), including the notice provisions contained therein, but only upon such delivery of a Removal Notice and under no other circumstances. A Manager shall be removed as Chairman with or without cause at the written request of the Managers who have the right to appoint such Manager to such position under this Section 8.4, but only upon such written request and under no other circumstances. Should an Independent Manager cease to be Independent, the Majority Class B Holders or a majority of the then Independent Managers may remove such formerly Independent Manager.
(d) Any Manager may resign (and any Manager may resign as Chairman) at any time by giving written notice to the members of the Board of Managers and the Chief Executive Officer or the Secretary. The resignation of any Manager (or of any Manager as Chairman) shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
(e) Vacancies arising on the Board of Managers prior to the date of the next annual meeting of Class B Holders shall be filled in accordance with the following procedures:
(i) If any Manager ceases to serve as a member of the Board of Managers for any reason other than due to (A) removal in accordance with Section 8.4(c) or (B) resignation following delivery of a Removal Notice in respect of such Manager in accordance with Section 7.8(a), the resulting vacancy on the Board of Managers shall be filled by the majority vote of the then remaining Managers;
(ii) If any Manager ceases to serve as a member...
Election of Managers. The election of the Manager to fill the initial Company Manager positions shall be by declaration set forth herein, and shall be confirmed by the affirmative Vote of a Majority In Interest of the Members. The accompanying Subscription Agreement provides that by completing such application and by signing it, the Prospective Purchaser is authorizing his or her Vote to be cast by proxy held by the individual C▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ for the election of the Managers: C▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ Enterprises, LLC; R▇▇▇▇▇ ▇▇▇▇▇▇▇ and K▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ to fill the initial Manager positions of the Company pursuant to the Law. EXHIBIT 2 to Offering Circular/Opening Night Enterprises, LLC/Operating Agreement 27
Election of Managers. Managers shall be elected at a meeting of the Members, and each Member shall have the right to vote its Units for the number of vacant Manager positions being filled, and the candidate who receives the highest number of votes shall fill the vacant positions.
Election of Managers. All Managers, including the Chief Manager and the Secretary, shall be elected by the Members.
Election of Managers. 6.01 (a) The initial Managers specified in the Articles of Organization and/or Exhibit "A" attached hereto will serve as Managers for the period specified in the Articles of Organization or until resignation or removal.
Election of Managers. Each Manager shall be appointed by the Member or Members to serve for a term of one year and until his or her successor is appointed, or until his or her earlier resignation or removal. Vacancies created by reason of an increase in the number of Managers during the course of the year may be filled as provided below. A Manager need not be a Member of the Company.
Election of Managers. The Chief Executive Officer (the “CEO”) shall sit as a Manager and occupy one of the seats on the Board of Managers, but shall be subject to removal and replacement solely by the Board of Managers with or without cause, subject to the rights of the CEO under a contract of employment or management services agreement. The remaining Managers shall be elected by the Members (except as necessary to fill vacancies) and are referred to herein as the "Elected Managers.”
Election of Managers. Managers shall be elected at meetings of Members called for the purpose of electing managers; the meeting notice must state that the purpose, or one of the purposes, of the meeting is election of Managers. A Manager shall serve for a term ending when the Members next hold a meeting at which Managers are elected, or until the Manager's earlier death, resignation, or removal.