Common use of Authority of Board Clause in Contracts

Authority of Board. Except for situations in which the approval of the Members is required by this Agreement or by non-waivable provisions of applicable law, and subject to the provisions of Section 5.2 and Section 5.9, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board and (ii) the Board may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following:

Appears in 6 contracts

Samples: www.sec.gov, Operating Agreement (Officemax Inc), Operating Agreement (Officemax Inc)

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Authority of Board. Except for situations in which the approval of the Members is specifically required by this Agreement or by non-waivable provisions of applicable law, and subject to the provisions of Section 5.2 and Section 5.9Agreement, (ia) the all management powers of the Company shall be exercised by or under the authority of, and over the business and affairs of the Company shall be managed under exclusively vested in a board of managers (the direction of, the Board “Board”) and (iib) the Board may make shall conduct, direct and exercise full control over all decisions and take all actions activities of the Company. Each member of the Board is referred to herein as a “Manager.” The Managers shall be the “managers” of the Company for the Company not otherwise provided for in this Agreementpurposes of the Delaware Act. No Manager shall have the authority to bind the Company, including, without limitation, unless the following:Board has granted such authority to such Manager.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Vertex Energy Inc.), Limited Liability Company Agreement (Vertex Energy Inc.), Limited Liability Company Agreement (Vertex Energy Inc.)

Authority of Board. Except for situations in which the approval of the Members is required by this Agreement or by non-waivable nonwaivable provisions of applicable law, and subject to the provisions of Section 5.2 and Section 5.9, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board and (ii) the Board may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following:

Appears in 2 contracts

Samples: Operating Agreement (Boise Cascade Holdings, L.L.C.), Operating Agreement (Officemax Inc)

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Authority of Board. Except for situations in which (a) Subject to the approval of the Members is required by this Agreement or by non-waivable provisions of applicable law, Law and subject to except for situations in which this Agreement requires the provisions of Section 5.2 and Section 5.9, (i) the powers approval of the Company shall be exercised by or under the authority ofApplicable Members, and all management powers over the business and affairs of the Company shall will be managed under exclusively vested in the direction ofBoard. The Board will conduct, direct, and exercise full control over all activities of the Board and (ii) the Board may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following:Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Unit Corp)

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