Authority of Members. No Member (other than the Managing Member), in its capacity as such, shall participate in or have any control over the business of the Company. Except as expressly provided herein, the Units do not confer any rights upon the Members to participate in the affairs of the Company described in this Agreement. Except as expressly provided herein, no Member (other than the Managing Member) shall have any right to vote on any matter involving the Company, including with respect to any merger, consolidation, combination or conversion of the Company, or any other matter that a Member might otherwise have the ability to vote on or consent with respect to under the Act, at law, in equity or otherwise. The conduct, control and management of the Company shall be vested exclusively in the Managing Member. In all matters relating to or arising out of the conduct of the operation of the Company, the decision of the Managing Member shall be the decision of the Company. Except as required or permitted by Law, or expressly provided in the ultimate sentence of this Section 3.05 or by separate agreement with the Company, no Member who is not also the Managing Member (and acting in such capacity) shall take any part in the management or control of the operation or business of the Company in its capacity as a Member, nor shall any Member who is not also the Managing Member (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Company in his or its capacity as a Member in any respect or assume any obligation or responsibility of the Company or of any other Member. Notwithstanding the foregoing, the Company may from time to time appoint one or more Members as officers or employ one or more Members as employees, and such Members, in their capacity as officers or employees of the Company (and not, for clarity, in their capacity as Members of the Company), may take part in the control and management of the business of the Company to the extent such authority and power to act for or on behalf of the Company has been delegated to them by the Managing Member.
Authority of Members. Members (in their capacities as Members) shall not have authority to act for or to bind the Company except such authority as may from time-to-time be specifically granted or approved in writing by all Members. No Member (in the capacity as a Member) shall have the authority to sign agreements or other instruments on behalf of the Company or to otherwise act as an authorized agent or other representative of the Company except as such Member shall have been specifically authorized as provided in this Agreement.
Authority of Members. Except as expressly set forth herein with respect to the Managing Members, no Member shall have any power or authority, in such Member’s capacity as a Member, to act for or bind the Company except to the extent that such Member is so authorized in writing prior thereto by the Lazard Board. Without limiting the generality of the foregoing, except as expressly set forth herein with respect to the Managing Members, no Member, as such, shall, except as so authorized, have any power or authority to incur any liability or execute any instrument, agreement or other document for or on behalf of the Company, whether in the Company’s name or otherwise.
Authority of Members. Except as expressly provided herein, Ownership Interests do not confer any rights upon the Members to participate in the control and management of the business of the Company described in this Agreement, which conduct, control and management shall be vested exclusively in the Manager. Except as otherwise expressly provided herein, in all matters relating to or arising out of the conduct of the operation of the Company, the decision of the Manager shall be the decision of the Company. Except as required by Law, or expressly provided herein or by separate agreement with the Company, no Member who is not also a Manager (and acting in such capacity) shall take any part in the control or management of the operation or business of the Company in its capacity as a Member, nor shall any Member who is not also a Manager (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the Company in his or its capacity as a Member in any respect or assume any obligation or responsibility of the Company or of any other Member. Notwithstanding the foregoing, the Company may employ one or more Members from time to time, and such Members, in their capacity as employees of the Company, may take part in the control and management of the business of the Company to the extent such authority and power to act for or on behalf of the Company has been delegated to them by the Manager.
Authority of Members. Except as it relates to those matters specifically identified in Section 5.12C as requiring the approval of the Board of Directors, the management of the Company shall be vested in the Administrative Member in accordance with this Agreement (but subject to the limitations provided for in this Agreement and the rights of BREA more particularly described herein).
Authority of Members. In all matters relating to or arising out of the conduct of the operation of the LLC, the decision of the Manager shall be the decision of the LLC. Except as required or permitted by applicable law, or expressly provided in the ultimate sentence of this Section 3.03 or by separate agreement with the LLC, no Member who is not also the Manager (and acting in such capacity) shall take any part in the management or control of the operation or business of the LLC in its capacity as a Member, nor shall any Member who is not also the Manager (and acting in such capacity) have any right, authority or power to act for or on behalf of or bind the LLC in his or its capacity as a Member in any respect or assume any obligation or responsibility of the LLC or of any other Member. Notwithstanding the foregoing, the LLC may employ one or more Officers from time to time, and such Officers, in their capacity as employees of the LLC, may take part in the control and management of the business of the LLC to the extent such authority and power to act for or on behalf of the LLC has been delegated to them by the Manager.
Authority of Members. Each Member that is a natural person has full power and authority and is competent to (i) execute, deliver and perform this Agreement, and each ancillary document which each such Member has executed or delivered or is to execute or deliver pursuant to this Agreement (including the Restructuring Agreements), and (ii) carry out each such Member's obligations hereunder and thereunder, without the need for any Governmental Action/Filing (as defined herein). Each Member that is a corporate or other entity has obtained all due authorization and has full power for the execution, delivery and performance of this Agreement and each ancillary document which each such Member has executed or delivered or is to execute or deliver pursuant to this Agreement (including the Restructuring Agreements) and to carry out each such Member's obligations hereunder and thereunder without the need for any Governmental Action/Filing. The execution, delivery and performance by each Member of this Agreement and each ancillary document does not and will not conflict with, result in a breach of, or constitute a default or require a consent or action under, any agreement or other instrument to or by which such Member is a party or is bound or to which any of the Shares of such Member are subject, or, to such Member's knowledge, any Legal Requirement (as defined herein) to which such Member is subject, or result in the creation of any Lien (as defined in Section 2.3) on the Shares. This Agreement, and each Member's ancillary documents to be executed and delivered by such Member at the Closing, has been duly executed and delivered by such Member (and each ancillary document to be executed and delivered by such Member at or after the Closing will be duly executed and delivered by such Member), and this Agreement constitutes, and each ancillary document, when executed and delivered by such Member will constitute, and assuming the due authorization, execution and delivery thereof by the other parties hereto and thereto, as applicable, such Member's legal, valid and binding obligation, enforceable against such Member in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity and public policy. For purposes of this Agreement, (x) the term "Governmental Action/Filing" shall mean any franchise, license, certificate of compliance, authorization, c...
Authority of Members. Each member may exercise all powers of the LLC and perform any lawful act or function deemed necessary or appropriate in the ordinary course of the Company business, except as otherwise provided in the Operating Agreement. However, a member may not perform any of the following acts or functions without the written consent of all members:
(1) Dissolve or terminate the Company.
(2) Sell or transfer all or a significant part of the Company assets.
(3) Merge or consolidate the Company with another entity.
(4) Incur a Company liability in excess of $250,000.
(5) Any other act or function which requires the approval or consent of all of the other members by the terms of this Operating Agreement or by the provisions of the North Dakota Limited Liability Company Act.
Authority of Members. Management of the Company shall be vested in the Members in accordance with this Agreement.
Authority of Members. 6.2.1. The Members, acting solely in their capacities as Members, shall have the right to vote on, consent to, or otherwise approve only those matters as to which this Agreement specifically requires such approval.
6.2.2. No Member acting solely in the capacity of a Member is an agent of the Company, nor can any Member acting solely in the capacity of a Member bind the Company or execute any instrument on behalf of the Company.
