Authority of the Board of Directors. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Agreement, and except as limited, restricted or prohibited by the express provisions of this Agreement, the Board of Directors shall have and may exercise on behalf of the Company, all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Company. Such powers shall include, without limitation, the power to:
(a) expend Company funds in connection with the operation of the Company's business or otherwise pursuant to this Agreement;
(b) employ and dismiss from employment any and all employees, agents, independent contractors, attorneys and accountants;
(c) prosecute, settle or compromise all claims against third parties, compromise, settle or accept judgment on, claims against the Company and execute all documents and make all representations, admissions and waivers in connection therewith;
(d) borrow money on behalf of the Company from any Person, issue promissory notes; drafts and other negotiable and non-negotiable instruments and evidences of indebtedness, secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, property of the Company, whether at the time owned or thereafter acquired;
(e) hold, receive, mortgage, pledge, lease, transfer, exchange, otherwise dispose of, grant options with respect to, and otherwise deal in the exercise all rights, powers, privileges and other incidents of ownership or possession with respect to all property of whatever nature held or owned by, or licensed to, the Company;
(f) lend any of the Company property with or without security;
(g) have and maintain one or more offices within or without the State of Nebraska;
(h) open, maintain and close bank accounts and money market mutual funds accounts, and draw checks and other orders for the payment of monies;
(i) engage accountants, custodians, consultants and attorneys and any and all other agents and assistants (professional and nonprofessional) and pay such compensation in connection with such engagement that the Board of Directors determines is appropriate;
(j) enter into, execute, make, amend, supplement, acknowledge, deliver and perform any and all contracts, agreements, licenses, and other instruments, undertakings and understandings that the Board determines is necessary, appropriate or incidental to carrying out the business of the Company...
Authority of the Board of Directors. (a) Subject to Section 5.2(c), the business and affairs of the Company shall be managed by or under the direction of the Board of Directors. Subject to Section 5.2(c), the power to act for and bind the Company shall be vested exclusively in the Board of Directors, subject to the authority of the Board of Directors to delegate powers and duties to the Officers.
(b) Subject to Section 5.2(c), the provisions contained in Section 5.1 and this Section 5.2 supersede any authority granted to the Members pursuant to the Act, to the extent so permitted under the Act. Unless a Member is also a Director or an Officer, no Member shall have any power or authority to take any action on behalf of the Company or bind the Company unless specifically authorized to do so by the Board. Any Member who takes any action on behalf of the Company or binds the Company in violation of this Section 5.2 shall be solely responsible for any loss and expense incurred as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to any such loss or expense.
(c) Notwithstanding the foregoing, the Board (or to the extent applicable, any committee thereof) shall not approve, and neither the Company nor any Subsidiary of the Company shall take, any of the actions set forth below unless the Company has received the prior written consent of Nord:
(i) any material change in the nature of the Business of the Company or its Subsidiaries;
(ii) any (A) acquisition of (1) any other Person or (2) business of any other Person (whether by purchase of equity interests or assets, or by merger or otherwise), or (B) entry into any material lease for additional teaching space that has annual rental obligations in excess of $1,000,000 per year (which consent may not be unreasonably withheld, conditioned or delayed);
(iii) any entry into, or modification of, any agreement or transaction with any Unit Holder or any of its Affiliates (other than with respect to any capital raise permitted or contemplated under this Agreement, any customary agreements with Service Members relating to employment or equity-based compensation and any other transaction arising in the ordinary course of business that is entered into on an arm’s-length basis);
(iv) any issuance or sale of any equity interests or Convertible Securities in the Company or any of its Subsidiaries to (A) any Competitor or (B) any Person that does not specifically agree in writing to be subject to, and to Transfer its ...
Authority of the Board of Directors. Subject to the provisions of the Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan. All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Purchasers, all Optionees and all persons deriving their rights from a Purchaser or Optionee.
Authority of the Board of Directors. 20.1. The Board of Directors shall set the policy guidelines for the Company and shall supervise the performance and activities of the CEO. The Board of Directors shall have the powers and authorities necessary, in the opinion of the Board of Directors, in order to carry out its duties fully and efficiently, all subject to the provisions set forth in these Articles.
20.2. Subject to Article 22, the Board of Directors may exercise any authority of the Company which has not been delegated by these Articles or by law to the CEO or to the General Meeting, and such authority shall be deemed to have been delegated to the Board of Directors by these Articles.
20.3. The power of the Board of Directors shall be subject to the provisions of any law, and to any Article or resolution that shall be adopted by the Company in General Meeting, provided that no such Article or resolution shall affect the validity of any action taken prior thereto by the Board of Directors or pursuant to a decision thereof which would have been legally valid but for the adoption of the said Article or resolution.
20.4. The General Meeting may assume the authority vested in the Board of Directors (including the authorities vested in the Board of Directors in the absence of a General Manager) for a specific matter or for a specific period of time which will not exceed the period of time required under the circumstances of the matter.
Authority of the Board of Directors. (a) The Partnership shall be governed by the board of directors of the General Partner, acting in their capacity as the Partnership's Board of Directors. Such board of directors is referred to in this Agreement as the Partnership's "Board of Directors." The members of the Board of Directors shall be free to consult with Advanta GP and with Advanta, and may act in accordance with directions received from Advanta GP and/or Advanta. The day to day management and operation of the Partnership will be directed by the General Partner.
(b) A majority of the members of the Board of Directors then in office shall be necessary to constitute a quorum for the transaction of business, and the acts of a majority of the members of the Board of Directors in office shall be the acts of the Board of Directors. The Board of Directors may also act by unanimous consent in writing.
(c) The Board of Directors may elect a Chairman of the Board to preside at meetings of the Board (initially to be Dennxx Xxxxx).
(d) Meetings of the Board of Directors shall be held whenever ordered by the Chairman of the Board, if any, or by a majority of the directors in office. Written notice stating the place and time of any meeting of the Board shall be sufficient if given at least one day in advance of the time fixed for the meeting, and notice may be given to the recipient either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by telegram (with messenger service specified), telex or TWX (with answerback received), or next day courier service, charges prepaid, or by telecopier, to such recipient's address (or to such recipient's telex, TWX, telecopier or telephone number) appearing on the books of the Partnership or supplied by such recipient to the Partnership for the purpose of notice. If the notice is sent by mail, telegraph or courier service, it shall be deemed to have been given to the person entitled thereto when deposited in the United States mail or with a telegraph office or courier service for delivery to that person, or in the case of telex or TWX, when dispatched; provided, that in any case where only one day's notice is being given, notice must be given at least 24 hours in advance by
(e) Any member of the Board of Directors may participate in any meeting of the Board of Directors or of any committee (provided such director is otherwise entitled to participate), be counted for the purpose of determining a quorum thereof and exercise all r...
Authority of the Board of Directors. The Board of Directors of the Company shall have and exercise all of the powers belonging or pertaining to the Company, except with respect to such matters as by law, the Certificate of Incorporation, the By-laws or this Agreement, require the action of the stockholders of the Company. Members of the *** CONFIDENTIAL TREATMENT REQUESTED 17 Board of Directors shall have full and free access to the facilities, operations and records of the Company during normal business hours.
Authority of the Board of Directors. The Board of Directors shall have the power to resolve any ambiguity or correct any error in this Section 2B, and its action in so doing shall be final and conclusive.
Authority of the Board of Directors. Subject only to the provisions of this Agreement, the Articles of Association and applicable Law:
(a) the Board shall have ultimate responsibility for management and control of the Company; and
(b) subject to compliance with Clause 3.8(c), the Board shall be required to make all major decisions of the Company.
Authority of the Board of Directors. Subject to Section 6.6 of this Agreement, the provisions of the Seventh Restated Articles and any applicable Requirement of Law, the Board of Directors shall have the ultimate responsibility for the management and control of the Company and the Group Entities (through the Company’s control of the Group Entities), and the Board of Directors shall be required to make all material decisions of the Company and the Group Entities (through the Company’s control of the Group Entities), and all decisions that are outside the ordinary course of business. All matters in respect of such decisions must be referred to the Board of Directors (or the designated committee thereof), and no Shareholder or officer shall take any actions purporting to commit the Company in relation to any such matters without the approval of the Board of Directors (or the designated committee thereof).
Authority of the Board of Directors. 3.2.1 The Board of The Licensees shall oversee the disbursement of the Profits of The Licensees.
3.2.2 The Board of The Licensees shall evaluate the performance of all officers, management team and other personnel of the Licensees and shall make all final decisions regarding the employment, duties and compensation thereof.
