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7. Purposes.
The purpose of the Company is to invest in
such property or securities and to conduct such
businesses and other legal activities as the Manager
determines is in the best interests of the Company.
* * * * * * *
9. Management.
a. The Manager shall have the sole right to
manage the business of the Company and shall have all
powers and rights necessary, appropriate or advisable
to effectuate and carry out the purposes and business
of the Company, and no Member or other person other
than the Manager shall have any authority to act for or
bind the Company or to vote on or approve any of the
actions to be taken by the Company (unless otherwise
expressly required by the Act or other applicable law).
Notwithstanding the foregoing, the Initial Manager
shall not take any action in respect of or on behalf of
the Company, other than the opening of one or more bank
accounts in the name of the Company, the appointment of
an agent for service of process for the Company and the
performance of other ministerial duties in connection
with the organization and formation of the Company.
Accordingly, as of the Effective Time of the Merger,
the Company shall have no liabilities or obligations
other than pursuant to this Agreement.
b. The Manager shall serve until an Event of
Withdrawal has occurred [the resignation or dissolution
of the Manager]. The removal of the Manager shall be
only at the request and direction of the Manager and
under no other circumstances, including, without
limitation, for cause. Upon any such Event of
Withdrawal, a new Manager shall be selected by the old
Manager prior to such resignation or dissolution,
provided that if the Manager does not make such
selection, Members holding a Majority in Interest shall
be entitled to select a new Manager. Notwithstanding
anything contained herein, immediately after the
Effective Time of the Merger and without any action on
the part of TMC, the Initial Manager or any Member, the
Initial Manager (or any other Manager, if applicable)
shall be automatically removed as Manager and TMC shall
become the Manager hereunder.
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