Common use of Authority of Managing Member Clause in Contracts

Authority of Managing Member. The business, property and affairs of the Company shall be managed under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to Officers or to others to act on behalf of the Company. Without limiting the foregoing provisions of this Section 6.1(a), the Managing Member shall have the sole power to manage or cause the management of the Company, including the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

Appears in 12 contracts

Samples: Limited Liability Company Agreement (TerraForm Power, Inc.), Limited Liability Company Agreement (TerraForm Power, Inc.), Limited Liability Company Agreement (TerraForm Power, Inc.)

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Authority of Managing Member. The business, property and affairs of the Company shall be managed under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to Officers or to others to act on behalf of the Company. Without limiting the foregoing provisions of this Section 6.1(a), the Managing Member shall have the sole power to manage or cause the management of the Company, including including, without limitation, the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (Global Brokerage Holdings, LLC), Limited Liability Company Agreement (FXCM Inc.), Limited Liability Company Agreement (FXCM Inc.)

Authority of Managing Member. The business, property and affairs of the Company shall be managed under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to Officers or to others to act on behalf of the Company. Without limiting the foregoing provisions of this Section 6.1(a), the Managing Member shall have the sole power to manage or cause the management of the Company, including the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including, but not limited to, including the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

Appears in 7 contracts

Samples: Limited Liability Company Agreement (PetIQ, Inc.), Limited Liability Company Agreement (Planet Fitness, Inc.), Limited Liability Company Agreement (Habit Restaurants, Inc.)

Authority of Managing Member. The Subject to the provisions of this Agreement, the business, property and affairs of the Company shall be managed under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to Officers or to others to act on behalf of the Company. Without limiting the foregoing provisions of this Section 6.1(a)8.1(a) and subject to the provisions of this Agreement, the Managing Member shall have the sole power to manage or cause the management of the Company, including including, without limitation, the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Red Rock Resorts, Inc.), Limited Liability Company Agreement (Red Rock Resorts, Inc.), Limited Liability Company Agreement (Woodside Homes, Inc.)

Authority of Managing Member. The business, property and affairs of the Company shall be managed under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to Officers or to others to act on behalf of the Company. Without limiting the foregoing provisions of this Section 6.1(a), the Managing Member shall have the sole power to manage or cause the management of the Company, including the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity. Yield is the initial Managing Member of the Company.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Ub Fuel Cell, LLC), Limited Liability Company Agreement (Clearway Energy, Inc.), Limited Liability Company Agreement (NRG Yield, Inc.)

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Authority of Managing Member. The business, property and affairs of the Company shall be managed under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to Officers or to others to act on behalf of the Company. Without limiting the foregoing provisions of this Section 6.1(a), but subject to any approval of the Members required by the Act, the Managing Member shall have the sole power to manage or cause the management of the Company, including including, without limitation, the power and authority to effectuate the sale, lease, transferTransfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity).

Appears in 3 contracts

Samples: Operating Agreement (Truett-Hurst, Inc.), Operating Agreement (Truett-Hurst, Inc.), Operating Agreement (Truett-Hurst, Inc.)

Authority of Managing Member. The business, property and affairs of the Company shall be managed under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to Officers or to others to act on behalf of the Company. Without limiting the foregoing provisions of this Section 6.1(a), the Managing Member shall have the sole power to manage or cause the management of the Company, including including, without limitation, the power and authority to effectuate the sale, lease, transferTransfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

Appears in 2 contracts

Samples: Operating Agreement (Truett-Hurst, Inc.), Operating Agreement (Truett-Hurst, Inc.)

Authority of Managing Member. The business, property and affairs of the Company shall be managed under the sole, absolute and exclusive direction of the Managing Member, which may from time to time delegate authority to Officers officers (“Officers”) or to others to act on behalf of the Company. Without limiting the foregoing provisions of this Section 6.1(a5.1(a), the Managing Member shall have the sole power to manage or cause the management of the Company, including including, without limitation, the power and authority to effectuate the sale, lease, transfer, exchange or other disposition of any, all or substantially all of the assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege or subscription right or any other right available in connection with any assets at any time held by the Company) or the merger, consolidation, reorganization or other combination of the Company with or into another entity.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Malibu Boats, Inc.), Limited Liability Company Agreement (Malibu Boats, Inc.)

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