The Board of Managers Clause Samples
The "Board of Managers" clause defines the structure, authority, and responsibilities of the governing body overseeing a company or organization, typically in the context of a limited liability company (LLC). This clause outlines how managers are appointed or removed, their decision-making powers, and the procedures for conducting meetings or making resolutions. For example, it may specify voting requirements for major business decisions or detail the scope of individual manager authority. Its core practical function is to establish clear governance and operational procedures, ensuring effective management and reducing ambiguity regarding who controls the company's affairs.
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The Board of Managers a. The Board shall be established and shall consist of five natural persons (each, a “Manager”), in accordance with this Section 30; provided that the size of the Board may be increased or decreased with the unanimous approval of each of the then-serving members of the Board. The initial Board as of the date hereof shall be comprised of (i) Ve▇▇▇ ▇▇▇▇▇▇, (ii) Ma▇▇ ▇▇▇▇▇, (iii) Ho▇▇▇▇ ▇▇▇▇▇▇, (iv) Jo▇▇ ▇▇▇▇▇ ▇nd (v) [●], and shall be appointed as follows (subject to Sections 30(b) and 30(c)): (a) three Managers shall be appointed by Orgenesis (each, an “Orgenesis Manager”), one of which Orgenesis Managers shall be an industry expert whose appointment by Orgenesis shall be subject to prior reasonable consultation with MM, provided, however, that such appointment shall be at the discretion of Orgenesis, (the “Industry Expert Manager”) and (b) two Managers shall be appointed by MM (each, an “MM Manager”). At any time if there is a vacancy on the Board, if such vacancy would otherwise be filled by (i) an Orgenesis Manager, Orgenesis shall have the power to vote on behalf of such seat or (ii) an MM Manager, MM shall have the power to vote on behalf of such seat. If the size of the Board is increased to include more than five members, the designation right of Orgenesis and MM pursuant to this Section 30 to appoint Managers to the Board shall be increased proportionately.
b. If either MM or Orgenesis sells between 25% and 50% of the Units owned by such party and its Affiliates as of the date hereof, such party shall be entitled to appoint one fewer Manager.
c. If (i) at any time there is a Material Underperformance Event, (ii) at any time there is a Material Governance Event, (iii) the Company does not pay in full the aggregate Redemption Price to redeem on any Redemption Date all Preferred Units to be redeemed on such Redemption Date, (iv) the Company or Orgenesis does not pay in full the aggregate price of the Put Option in accordance with Section 39 or (v) Orgenesis breaches its obligation to effectuate an Approved Sale or otherwise the failure of an Approved Sale to be consummated is primarily attributable to Orgenesis or its Affiliates, then the Board shall be appointed as follows: (a) one Manager shall be appointed by Or▇▇▇▇▇▇▇, (b) the Industry Expert Manager shall be appointed by MM and (c) three Managers shall be appointed by MM.
The Board of Managers. (a) Prior to the Initial Closing Date, the Organizational Shareholder, in its sole discretion, designated and elected persons to serve as Managers on the Board of Managers. Each Manager has agreed to be bound by all of the terms of this Agreement applicable to Managers. The Board of Managers 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 by Shareholders, designate as a Manager any person who shall agree to the provisions of this Agreement pertaining to the obligations of Managers. Any person who shall hold himself or herself out as a Manager or acts in such capacity shall be deemed to have agreed to the provisions of this Agreement pertaining to the obligations of a Manager whether or not such person executes a written agreement to such effect. The number of Managers shall be one (1) or such other number as shall be fixed from time to time by the Board of Managers. The Board of Managers shall also be known as the Board of Directors of the Fund, Managers also shall be known as Directors of the Fund, and Independent Managers also shall be known as Independent Directors of the Fund.
(b) Each Manager shall serve as a Manager for the duration of the term of the Fund, subject to any limitation on the term of services imposed by any retirement plan adopted by the Board of Manager and Section 4.2 hereof. If any vacancy in the position of a Manager occurs for any reason, the remaining Managers may appoint a person to serve in such capacity, provided such appointment is in accordance with the Investment Company Act, unless the Board of Managers determines, in accordance with Section 2.6(a), to decrease the size of the Board of Managers to the number of remaining Managers, so long as immediately after such appointment at least two-thirds of the Managers then serving would have been elected by shareholders. The Managers may call a meeting of Shareholders to fill any vacancy in the position of Manager, and shall do so when required by the Investment Company Act, within 60 days after any date on which Managers who were elected by the Shareholders cease to constitute a majority of the Managers then serving on the Board of Managers. An appointment of a Manager may be made by the Managers then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in n...
The Board of Managers. The management of the business and affairs of the Company shall be vested exclusively in the Board of Members (the “Board”), and the Board may make all decisions and take all actions for the Company which in its sole judgment are necessary or appropriate to carry out the Company’s purposes. The Board shall consist of four members, two of whom shall be designated by the Purchaser Member and two of whom shall be designated by the Seller Member.
The Board of Managers. (a) The Board of Managers shall be composed of three (3) Managers. As long as Investor and its Affiliates own, in the aggregate, a number of Membership Units not less than 50% of the Membership Units of the Company, adjusting for unit splits, unit dividends or distributions or other similar cashless transactions affecting the number of Membership Units outstanding (the “Ownership Threshold”), Investor shall have the right to appoint a majority of the Managers on the Board of Managers (the “Investor Managers”). As long as Development and its Affiliates own, in the aggregate, not less than 50% of the Membership Units Beneficially Owned by Development as of the Effective Date (adjusting for unit splits, unit dividends or distributions or other similar cashless transactions affecting the number of Membership Units outstanding), Development shall have the right to appoint one (1) Manager (the “Development Manager”). Upon Investor and its Affiliates in the aggregate ceasing to hold Membership Units greater than or equal to the Ownership Threshold, Investor shall immediately cause the Investor Managers to resign from the Board of Managers, and the number of Managers on the Board of Managers will be allocated between the Members in proportion to the number of Membership Units held by each Member; provided, that such event shall not otherwise affect the rights of Development to appoint a Manager as provided in this Section 7.02(a). Each of the Members will then have the right to appoint the number of Managers allocated to it. Upon Development and its Affiliates ceasing to own, in the aggregate, at least 50% of the Membership Units Beneficially Owned by Development as of the Effective Date, Development shall immediately cause the Development Manager to resign from the Board of Managers, and the number of Managers on the Board of Managers will be allocated between the Members in proportion to the number of Membership Units held by each Member; provided, that such event shall not otherwise affect the rights of Investor to appoint two Managers as provided in this Section 7.02(a). Each of the Members will then have the right to appoint the number of Managers allocated to it. The names of the initial Managers are as follows:
(b) Investor shall have the right, so long as it has the right to appoint one or more Managers pursuant to Section 7.02(a), to appoint an alternate Manager (the “Investor Alternate”) to attend meetings in lieu of any Manager designated by it, which s...
The Board of Managers. Each of FIM and GM and any party that executes a joinder to this Agreement (including the Trustee (as defined below)) pursuant to Section 3(e) shall vote or shall cause to be voted (including causing the trustee(s) of any trust formed by any party to hold Common Membership Interests of the Company to vote in accordance with this Agreement, which, in the case of GM with respect to so causing the trustee(s), shall be satisfied by the actions required to be taken by GM pursuant to the last sentence of Section 3(e)) all voting interests of the Company over which such party has direct or indirect voting control, and shall take all other necessary or desirable lawful actions within such party’s control (whether in such party’s capacity as a holder of Common Membership Interests, manager, member of a board committee or officer of the Company or otherwise, and including, without limitation, attendance at meetings in person or by proxy for purposes of obtaining a quorum and execution of written consents in lieu of meetings), and the Company shall take all necessary and desirable lawful actions within its control (including, without limitation, calling special board and Common Holder meetings), so that:
The Board of Managers. The highest governing body of the Company shall be the Board of Managers (the "Board"). The property, affairs and business of the Company shall be managed by or under the direction of the Board, which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or this Agreement directed or required to be exercised or done by the Members. The Board shall operate in accordance with the procedures set forth in this Agreement. The Board shall assume such responsibilities and have such authority, powers and rights as the Members may from time to time determine.
The Board of Managers. (a) From and after the date hereof, the Company shall be managed by a Board of Managers (“Board of Managers”) as provided in this Article III, subject to the approval rights of specific Members set forth herein including without limitation the approval rights of the Class A Units set forth in Section 3.3. The Board shall also appoint a Member to act as the tax matters Member, who shall act in the same capacity as the “Tax Matters Partner” of a partnership as referred to in Section 623 1 (a)(7)(A) of the Code. As of the date of this Agreement, the Tax Matters Partner shall be the TA Class A Member.
(b) The Board of Managers shall be composed of seven (7) members (the “Board Members”). Board Members shall be elected pursuant to this Section 3.1. The members of the Board of Managers shall be elected as follows: (i) the holders of a TA Majority Interest shall be entitled to elect five (5) members of the Board of Managers, of whom (A) at least one shall at all times be a non-Affiliate of TA Associates and (B) up to four (4) may be Affiliated with TA Associates (any such Affiliated Board Members, the “TA Board Members”), such Board Members shall initially be ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (as a TA Board Member), ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (as a TA Board Member) with vacancies to be filled after the date hereof, and (ii) the holders of a majority of the outstanding Class C Units shall be entitled to elect two (2) members of the Board of Managers, who shall initially be ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇. A Board Member may be removed only by the class or classes of Members who elected such Board Member.
The Board of Managers shall cause to be prepared and filed any amendment to the Certificate of Formation that may be required to be filed under the Act as a consequence of any amendment to this Agreement.
The Board of Managers of the Buyer has, as of the date of this Assignment, unanimously declared the advisability of the purchase of the Assigned Shares and approved this Assignment and the transactions contemplated hereby (including the purchase of the Assigned Shares).
The Board of Managers may base a determination that a Distribution is not prohibited on any of the following:
(a) Financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances;
(b) A fair market valuation of the Company or its assets; or
(c) Any other method that is reasonable in the circumstances.