Authority of the Limited Partners. The Limited Partners shall take no part in the control or management of the business or affairs of the Partnership, and the Limited Partners shall not have any authority to act for or on behalf of the Partnership or to vote on any matter relative to the Partnership and its affairs except as is specifically permitted by this Agreement. No Limited Partner that is subject to the Bank Holding Company Act of 1956, as amended, will have the right to vote on any matter for so long as such right to vote, in the opinion of counsel to such Limited Partner, would be inconsistent with the requirements of such act, or any rules or regulations promulgated thereunder. A Limited Partner or an employee, agent, member, manager, partner, director or officer of a Limited Partner also may be an employee, agent, member, manager, partner, director or officer of the Partnership, the General Partner or the Investment Adviser/Manager. For purposes of the Act, the existence of these relationships and acting in such capacities will not result in a Limited Partner’s being deemed to be participating in the control of the business of the Partnership or otherwise affect the liability under the Act of the Limited Partner or the person so acting.

Authority of the Limited Partners. Summary of Voting Rights Pursuant to this Agreement, the General Partner has absolute powers to operate the business of the Company. The Limited Partners have authority to vote only on the specific decisions authorized in various provisions of this Agreement and summarized below. 7.4.1 Votes Requiring Unanimous Approval of All Limited Partners Unanimous consent of all Limited Partners is required for any of the following matters: · To authorize an act that is not in the ordinary course of the business of the Company; and · To amend the Certificate of Formation or make substantive amendments to this Agreement (per Article 15.2). 7.4.2 Votes Requiring Approval of 75% of the All Limited Partners’ Interests other than the General Partner Consent of the Limited Partners holding the seventy five percent (75%) of the Limited Partners Interests (other than the General Partner) must affirmatively vote to approve any of the following actions: · To issue a Notice to Perform to the General Partner (see Article 8.2); and · To remove the General Partner for Good Cause (see Article 8.3).

Authority of the Limited Partners. Notwithstanding anything to the contrary, the Limited Partners shall not participate in the control or management of the business or other affairs of the Partnership within the meaning of Act § 17-303. The Limited Partners shall not have any authority to bind or otherwise act for or on behalf of the Partnership. The Limited Partners shall have only such rights to vote or provide or withhold consent or approval as are specifically provided in this Agreement or as to any other matters that may be submitted by the General Partner for their vote, consent, or approval, including in Section 8.10 relating to the removal of the General Partner. The Limited Partners shall not have any preemptive rights to acquire other Limited Partner Interests which the Partnership may issue. The Limited Partners shall not have any contractual appraisal rights on any matter or transaction.

Authority of the Limited Partners. The Limited Partners will take no part in the control of the business of the Partnership, and the Limited Partners will not have any authority to act for or on behalf of the Partnership except as is specifically permitted by this Agreement.32 The Investment Adviser/Manager.33 Each agreement with an Investment Adviser/Manager under Section 3.03(a) will be binding upon the General Partner and any succeeding General Partner in accordance with its terms. Each agreement with an Investment Adviser/Manager, and any material amendment to any such agreement, is subject to the prior approval of SBA.35 [add any provisions requiring approval by the Limited Partners of any change of the Investment Adviser/Manager or the terms of any agreement with an Investment Adviser/Manager] Restrictions on Other Activities of the General Partner and its Affiliates.36 Except as provided in the SBIC Act and as otherwise specifically provided in this Agreement, no provision of this Agreement will be construed to preclude any (i) Limited Partner, (ii) Investment Adviser/Manager, or (iii) Affiliate (excluding the General Partner), general partner, member, manager, director or owner of any Limited Partner or Investment Adviser/Manager, from engaging in any activity whatsoever or from receiving compensation therefor or profit from any such activity. Such activities may include, without limitation, (A) receiving compensation from issuers of securities for investment banking services, (B) managing investments, (C) participating in investments, brokerage or consulting arrangements or (D) acting as an adviser to or participant in any corporation, partnership, limited liability company, trust or other business person. Without the consent of a [Majority] in Interest of the Limited Partners, no Principal may act as general partner or principal or in any similar management capacity for an entity with investment objectives substantially similar to the Partnership until the earlier of (i) such time as an amount equal to ______ percent (__%) of the Commitments [and Leverage] have been invested or committed for investment in portfolio companies or applied to or committed for Partnership expenses or reserves, or (ii) the expiration of the Investment Period.37 The General Partner shall require that each Principal devote substantially all of such Principal’s respective business time and attention to the Partnership during the Investment Period, provided that the Principals shall not be prohibited from p...

Authority of the Limited Partners

Related to Authority of the Limited Partners

Authority of General Partner The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have the authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to: 8.1.1 acquire by purchase, lease, or otherwise, any real or personal property, tangible or intangible and to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership; 8.1.2 construct, operate, maintain, finance, and improve, and to own, sell, convey, assign, mortgage, or lease any real estate and any personal property; 8.1.3 sell, dispose, trade, or exchange Partnership assets in the ordinary course of the Partnership’s business; 8.1.4 enter into agreements and contracts and to give receipts, releases, and discharges; 8.1.5 purchase liability and other insurance to protect the Partnership’s properties and business; 8.1.6 execute or modify leases with respect to any part or all of the assets of the Partnership; 8.1.7 prepay, in whole or in part, refinance, amend, modify, or extend any mortgages, trust deeds or security agreements which may affect any asset of the Partnership and in connection therewith to execute for and on behalf of the Partnership any extensions, renewals, or modifications of such mortgages, trust deeds or security agreements; 8.1.8 execute any and all other instruments and documents which may be necessary or in the opinion of the General Partner desirable to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Partnership; 8.1.9 make any and all expenditures which the General Partner, in its sole discretion, or in the discretion of the parties to whom the General Partner has delegated the authority to act for the Partnership as provided for above, deems necessary or appropriate in connection with the management of the affairs of the Partnership and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization and financing and operation of the Partnership; 8.1.10 enter into any kind of activity necessary to, in connection with, or incidental to, the accomplishment of the purposes of the Partnership; 8.1.11 invest and reinvest Partnership reserves in short-term instruments or money market funds; 8.1.12 take any and all other action which is permitted under law or which is customary or reasonably related to the operation, management or conducting of the business or affairs of the Partnership, subject to the limitations expressly stated in this Agreement; and the enumeration of powers in this Agreement shall not limit the general or implied powers of the General Partner or any additional powers provided by law; 8.1.13 take any and all action required to guarantee the indebtedness of Xxxxxxx Xxxx, Inc and/or its subsidiaries; and 8.1.14 delegate any or all of its authority and powers as manager of the Partnership to the Management Committee.
Authority of the Company To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.
Authority of the Asset Manager (a) Except as set forth in Section 2(e) below and in any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series #TICKER Asset and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Series to, among other things: (i) purchase and maintain insurance coverage for the Series #TICKER Asset for the benefit of the Series; (ii) engage third party independent contractors for the care, custody, maintenance and management of the #TICKER Asset; (iii) develop standards for the care and transportation of the Series #TICKER Asset while in and outside of storage, as applicable; (iv) reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to the Series #TICKER Asset paid by the Asset Manager hereunder; (v) deliver invoices to the managing member of the Company for the payment of all fees and expenses incurred by the Series in connection with the maintenance and operation of the Series #TICKER Asset and ensure delivery of payments to third parties for any such services; and (vi) generally perform any other act necessary to carry out its obligations under this Agreement. (b) The Asset Manager shall have full responsibility for the maintenance of the Series #TICKER Asset and handling of inspections. (c) The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager in light of the understanding that such duties are expected to be performed only at occasional or irregular intervals. (d) The Asset Manager may delegate all or any of its duties under this Agreement to any Person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine. (e) Notwithstanding any other provision of this Agreement to the contrary, the Asset Manager shall not have the authority to: (i) acquire any asset or service for an amount equal to or greater than 1% of the value of the Series #TICKER Asset as of such date, individually, or 3% of the value of the Series #TICKER Asset as of such date, in the aggregate, without the prior consent of the managing member of the Series; or (ii) sell, transfer or convey the Series #TICKER Asset, provided, however, that the Asset Manager may deliver to the managing member of the Company any offers received by the Asset Manager to purchase the Series #TICKER Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the Series #TICKER Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.
Authority of the Committee The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.
Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.
Authority of Representatives In all dealings hereunder, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.
CORPORATE AND PARTNERSHIP AUTHORITY If Tenant is a corporation or partnership, or is comprised of either or both of them, each individual executing this Amendment for the corporation or partnership represents that he or she is duly authorized to execute and deliver this Amendment on behalf of the corporation or partnership and that this Amendment is binding upon the corporation or partnership in accordance with its terms.
Authority of Board Nothing contained in this Section 4 shall limit the authority of the Board to take such other action to the extent permitted by law as it deems necessary or advisable to preserve the Company’s status as a non-reporting company under the Exchange Act.
Authority of Manager (a) Except for situations in which the approval of any Member(s) is specifically required by this Agreement, (i) all management powers over the business and affairs of the Company shall be exclusively vested in the Corporation, as the sole managing member of the Company (the Corporation, in such capacity, the “Manager”) and (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company. The Manager shall be the “manager” of the Company for the purposes of the Delaware Act. Except as otherwise expressly provided for herein and subject to the other provisions of this Agreement, the Members hereby consent to the exercise by the Manager of all such powers and rights conferred on the Members by the Delaware Act with respect to the management and control of the Company. Any vacancies in the position of Manager shall be filled in accordance with Section 6.04. (b) The day-to-day business and operations of the Company shall be overseen and implemented by officers of the Company (each, an “Officer” and collectively, the “Officers”), subject to the limitations imposed by the Manager. An Officer may, but need not, be a Member. Each Officer shall be appointed by the Manager and shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he shall resign or shall have been removed in the manner hereinafter provided. Any one Person may hold more than one office. Subject to the other provisions in this Agreement (including in Section 6.07 below), the salaries or other compensation, if any, of the Officers of the Company shall be fixed from time to time by the Manager. The authority and responsibility of the Officers shall include, but not be limited to, such duties as the Manager may, from time to time, delegate to them and the carrying out of the Company’s business and affairs on a day-to-day basis. The existing Officers of the Company as of the Effective Time shall remain in their respective positions and shall be deemed to have been appointed by the Manager. All Officers shall be, and shall be deemed to be, officers and employees of the Company. An Officer may also perform one or more roles as an officer of the Manager. (c) The Manager shall have 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 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.
Authority of the Representatives Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.

Authority of the Limited Partners Sample Clauses

Filter & Search

Related Clauses

Parent Clauses

Sub-Clauses

Related to Authority of the Limited Partners