Common use of Management by the Board of Managers Clause in Contracts

Management by the Board of Managers. Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be managed by or under the direction of the Board. No Member or Owner, by virtue of such Member’s or Owner’s status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement, the Board shall have full power and authority to do, and to direct the officers of the Company or other designees to do, all things and on such terms as it determines to be necessary, convenient or appropriate to conduct the business of the Company, to exercise all powers, and to effectuate the purposes, set forth in Section 2.3, including adopting and maintaining the Management Incentive Plan (including amending, restating or modifying this Agreement from time to time as necessary to effect the terms of the Management Incentive Plan without the prior approval of the Owners or Members) and making all determinations with respect thereto, such as identifying participants, determining forms of award, approving individual allocations and providing for other terms and conditions under the Management Incentive Plan (provided, that any Equity Securities granted or issued under the Management Incentive Plan shall, regardless of the time of grant or issue of such Equity Securities, dilute all Members and Owners of the same class of Equity Securities equally and ratably). (a) The Managers shall constitute “managers,” of the Company within the meaning of the Act. The Board shall have the power and authority to delegate to one or more other Persons the Board’s rights and powers to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to officers, agents and employees of the Company and its Subsidiaries and any other Person and may authorize the Company, any Manager, officer, agent, employee, or any other Person to enter into any document on behalf of the Company and perform the obligations of the Company thereunder. Any such delegation may be revoked by the Board at any time. No Manager shall have the authority to individually exercise its powers as a “manager” under the Act unless expressly authorized pursuant to the terms of this Agreement or by the Board.

Management by the Board of Managers. (a) Except as otherwise expressly provided in this Agreement, including the business provisions of Section 6.03 and affairs Section 6.04, the management of the Company is fully vested in the Members acting through a board of managers (the “Board of Managers”) consisting of four natural persons (“Managers”), three of whom are named by DRIVe on the applicable section of Schedule I attached hereto and the fourth of whom is named by Fluor on the applicable section of Schedule I attached hereto. The Managers shall be managed by have a vote that, individually or under collectively, as applicable, equals the direction Pro Rata Share of the BoardMember that appointed such Manager(s) (i.e., the Manager appointed by Fluor shall have 10% voting interest of the Board of Managers at any meeting of the Board of Managers and the Managers appointed by DRIVe shall collectively have 90% voting interest of the Board of Managers at any meeting of the Board of Managers). Action taken by the Board of Managers shall require the affirmative vote of a majority of the voting interest of the Board of Managers at any meeting of the Board of Managers. Each Manager can be replaced at any time by the Member who selected such Manager by written notice to the Board of Managers. No Member or Ownershall be entitled to appoint a Manager if its Pro Rata Share is less than 10% and if any new Member has a Pro Rata Share that exceeds 10%, by virtue it shall be entitled to appoint one Manager to the Board of Managers (and such Manager shall have a voting interest of the Board of Managers at any meeting of the Board of Managers equal to such New Member’s or Owner’s status Pro Rata Share). (b) Except as such, shall have any management power over the business otherwise limited herein (including Sections 6.03 and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. In addition to the powers that now or hereafter can be granted to managers under the Act and to all other powers granted under any other provision of this Agreement6.04), the Board of Managers shall have full the right and power and authority to do, and to direct the officers of the Company or other designees to do, all things and on such terms as it determines to be necessary, convenient or appropriate to conduct manage the business of the Company and is authorized to do, on behalf of the Company, all things that, in its reasonable judgment, are necessary, proper or desirable to carry out the Company’s purpose. (c) Each Member agrees that it will not exercise all powersits authority under the Act to bind or commit the Company to agreements, and transactions or other arrangements, or to effectuate hold itself out as an agent of the purposesCompany, set forth except to the extent (if any) that the Board of Managers has delegated that power to such Member in Section 2.3, including adopting and maintaining accordance with the Management Incentive Plan (including amending, restating provisions of this Agreement. Decisions or modifying actions taken in accordance with the provisions of this Agreement shall constitute decisions or actions by the Company and shall be binding on each Member, representative and employee of the Company. (d) The Board of Managers shall meet from time to time (in person at such location in the United States as shall reasonably be determined by the Board of Managers or via telephone or video conference) as necessary to effect perform the terms duties of the Management Incentive Plan without the prior approval Board of Managers described in this Agreement. Meetings of the Owners Board of Managers for the purpose of acting upon any matter upon which the Board of Managers is authorized to act may be called by any Board of Managers Member at a time to be agreed upon by the Managers not less than ten (10) days after receipt of a written request for such a meeting. Special meetings of the Board of Managers may be called by any Manager on at least 48 hours notice (which notice may be in writing or Membersby any oral or telephonic means which conveys actual notice) to each other Manager. The presence in person or by proxy of three (3) of the Managers entitled to vote and making including at least one Manager appointed by each of Fluor and DRIVe (in each case so long as Fluor or DRIVe, as the case may be, is a Member and, individually or collectively with an Affiliate that is also a Member, holds ten percent (10%) or more of the outstanding Units) shall constitute a quorum at all determinations meetings of the Board of Managers; provided, however, that if there be no such quorum, the Managers so present or so represented may adjourn the meeting from time to time without further notice until a quorum shall have been obtained, provided that on the third such attempt to reconvene the meeting, so long as three Managers are present, a quorum will be deemed to be present.. Each Member naming a Manager may authorize any Person to act for its Manager by proxy with respect theretoto any matter in which such Manager is entitled to participate, such as identifying participants, determining forms including waiving notice of award, approving individual allocations any meeting and providing for other terms and conditions under the Management Incentive Plan (provided, that any Equity Securities granted voting or issued under the Management Incentive Plan shall, regardless participating in a meeting. Any Manager attending or participating in a meeting of the time Board of grant or issue Managers will be deemed to have waived any notice requirement unless his presence at such meeting was for the sole purpose of such Equity Securities, dilute all Members and Owners objecting to the failure of the same class of Equity Securities equally and ratably)notice. (ae) The Managers No proxy shall constitute “managers,” be valid after the expiration of 12 months from the date thereof unless otherwise provided in the proxy. Every proxy shall be revocable at the pleasure of the Company within Member executing it. Each Member naming a Manager pursuant to Section 6.01(a) may name two (2) alternate Persons to act as its Manager(s) upon written notice thereof to the meaning other Members and the Managers. (f) Any action permitted or required by applicable law or this Agreement to be taken at a meeting of the ActBoard of Managers may be taken without a meeting if a unanimous consent in writing, setting forth the action to be taken, is signed by all of the Managers. The Board shall Such consent will have the power same force and authority to delegate to one effect as an affirmative vote at a duly constituted meeting which is cast by those Managers who have signed the consent, and the execution of such consent will constitute attendance or more other Persons the Board’s rights and powers to manage and control the business and affairs, or any portion thereof, presence in person at a meeting of the Company, including to delegate to officers, agents and employees Board of the Company and its Subsidiaries and any other Person and may authorize the Company, any Manager, officer, agent, employee, or any other Person to enter into any document on behalf of the Company and perform the obligations of the Company thereunder. Any such delegation may be revoked by the Board at any time. No Manager shall have the authority to individually exercise its powers as a “manager” under the Act unless expressly authorized pursuant to the terms of this Agreement or by the BoardManagers.