Authority of the Management Committee Sample Clauses
Authority of the Management Committee. Without limiting the generality of Section 2.01, and except as otherwise provided by this Agreement, the consent of the Management Committee shall be required for the Company to undertake, and the Management Committee shall have the right, power and authority to approve and cause the Company to undertake, all of the following actions (which actions shall be approved by a Majority of Representatives unless otherwise expressly provided below):
Authority of the Management Committee. The general supervision and operation of the business and affairs of the LLC shall be directed by the Management Committee. The Management Committee shall delegate such responsibilities to Caruso or Sweet wxxx xespect to the operation of the business affairs of the LLC as set forth on Exhibit G attached hereto and made a part hereof. Subject to the duties and responsibilities set forth on Exhibit G and subject to the provisions of each of the License Agreement, the Supply Agreement and the Distribution Agreement, respectively. The Management Committee may authorize one or more of the Managers and/or officers to execute documents on behalf of the LLC. Sweet shall manage the financial recordkeeping and accounting affairs of the LLC and submit monthly reports to the Management Committee and the other Member which reports shall be subject to audit and verification. Anything contained herein to the contrary notwithstanding, consent of all of the Managers of the Management Committee shall be required to implement or consummate the following actions:
(i) preparation and adoption of the budget of the LLC, which shall be evidenced by a three year business plan to be mutually agreed to by the Members within thirty (30) days of the date of execution of this Agreement (the "Plan"), which Plan shall be annexed hereto as Exhibit H and made a part hereof. Such Plan shall be used as a blueprint for the LLC's business goals, but it shall not be used to measure the performance by either Member.
(ii) except as otherwise provided for in the Plan, the entering into any agreement, contract, or commitment involving a commitment on the part of the LLC in excess of $100,000, or the purchase and/or leasing of capital equipment by the LLC with a purchase price or discounted value of lease payments in excess of $100,000;
(iii) any LLC loans in excess of $100,000;
(iv) the grant of bonuses and changes in compensation of individuals earning $100,000 or more per year;
(v) the hiring and firing of individuals with annual compensation of $100,000 or more per year (including the negotiation and execution of employment agreements);
(vi) the funding of any profit-sharing plan contributions and selection of investment advisors for any such plan;
(vii) the selection, adoption, modification or termination of employee benefit plans, including medical, dental, disability, life and plan administrators for any such plan;
(viii) the admission of new Members;
(ix) the guaranty by the LLC of any oblig...
Authority of the Management Committee. (a) Subject to Sections 5.6 and 6.9, the Management Committee, acting as a group, has sole authority to manage the Company and is authorized to make any contracts, enter into any transactions, and make and obtain any commitments on behalf of the Company to conduct or further the Company's business, subject to any delegation of such authority to any Officer(s) of the Company by this Agreement or resolution of the Management Committee;
(b) Each member of the Management Committee has one vote in Management Committee decisions;
(c) Action by the Management Committee requires either
(i) a resolution approved by the affirmative vote of at least a majority of all the members of the Management Committee (or such higher number of members of the Management Committee as may be required herein for any specified action), such vote being taken at a meeting of the Management Committee, scheduled by a prior act of the Management Committee (taken at a duly called meeting of the Management Committee) or called upon at least four days' written notice to all members of the Management Committee signed by at least two members of the Management Committee and (B) with a quorum present of at least three members of the Management Committee, or
(ii) a written action, signed by at least three members of the Management Committee (or such higher number of members of the Management Committee as may be required herein for any specified action); provided that notice of such written action must be sent promptly to all members of the Management Committee who are not signatories thereto.
(d) The Management Committee may by Approval of the Management Committee delegate to an Officer or Officers any of the Management Committee's responsibilities and authority.
(e) Notwithstanding any other provision of this Agreement, any Member may propose any operation (a "Subsequent Operation") described in Article VI.B of the EXCO Operating Agreement. Any such Subsequent Operation shall be proposed, consented to (or not consented to) and conducted in the manner set forth in said Article VI.
Authority of the Management Committee. Unless otherwise agreed to in writing by the Member, the Management Committee, by its own action or by action of a committee of the Management Committee, but not by delegation to officers or other employees of the Company, shall, in addition to the other powers granted to it in this Agreement, have the right, power and authority to take the following actions:
(a) making fundamental policy decisions with respect to the business and affairs of the Company;
(b) approving the Annual Budget (a copy of the Company's initial Annual Budget, is attached hereto as Schedule 7.4), and related marketing plan for the Company and any material amendments and supplements thereto;
(c) approving any capital expense line item deviation from the Annual Budget in excess of $25,000 or expense line item in excess of $25,000;
(d) approving any contract, agreement or commitment with a value in excess of $25,000 or a term longer than three (3) years (or a group of related contracts, agreements or commitments with an aggregate value in excess of $25,000);
(e) approving the choice of any bank depositories, and approving arrangements relating to the signatories on bank accounts;
(f) approving the choice of the Company's attorneys, independent accountants and any other consultants, where it is contemplated that such consultants will provide services with a value in excess of $10,000, or for a period longer than six (6) months;
(g) approving any change of the Company's fiscal year;
(h) approving all contracts that are proposed to be entered into between the Company and the Member or an Affiliate of the Member and all amendments or modifications to such contracts;
(i) approving the conveyance, sale, transfer, assignment, pledge, encumbrance, or disposal of, or the granting of a security interest in, any assets of the Company valued in excess of $5,000;
(j) approving the entry of the Company into any other partnership or joint venture;
(k) approving the incurring of any indebtedness for borrowed money by the Company in an amount in excess of $100,000;
(l) the loaning of any sum or any other extension of credit by the Company to any Person;
(m) the guarantee by the Company of any indebtedness of any other Person;
(n) the entrance by the Company into any real estate lease with a value in excess of $25,000 or a term in excess of three (3) years, or the acquisition by the Company of any real estate with a value in excess of $25,000; (o) the authorization of the Member to act for or to assume a...
Authority of the Management Committee. Subject to the provisions of this Agreement, the Management Committee shall have all powers necessary to manage and control the day-to-day activities and operations of the Company, including the power to cause the Company to take any of the actions described in Section 4.1 hereof to the extent necessary, convenient, or incidental to the accomplishment of the purposes of the Company. Without limiting the generality of the foregoing, the Management Committee, subject to the provisions of this Agreement, shall have the power on behalf of the Members, for the Company itself or for any Subsidiary, to:
(i) acquire, hold, manage, own, sell, transfer, convey, assign, exchange, pledge or otherwise dispose of any investment made or held by the Company;
(ii) open, maintain and close accounts with brokers and bank accounts and draw checks or other orders for the payment of money;
(iii) enter into, and take any action under, any contract, agreement or other instrument as the Management Committee shall determine to be necessary or desirable to further the purposes of the Company;
(iv) bring and defend actions and proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission;
(v) employ, and dismiss from employment, any and all attorneys, accountants, consultants, appraisers or custodians of the assets of the Company or other
Authority of the Management Committee. Without limiting the generality of Section 5.1.1 hereof, but subject to the other terms of this Agreement, the Management Committee shall have all of the rights, power and authority granted by the Act to a Management Committee of a limited liability company, including, without limitation the exclusive right and power on behalf of the Company to:
5.1.2.1 Enter into a Management Agreement with SprintCom, Inc. with respect to the provision of wireless telecommunications services;
5.1.2.2 Enter into the Horizon Services Agreement with Horizon.
5.1.2.3 Own real, personal, tangible and intangible property for the operation of the Company’s business;
5.1.2.4 Sell or otherwise dispose of the Company’s property;
5.1.2.5 Borrow money to finance the Company’s activities and to pledge, mortgage, grant security interests in or otherwise encumber Company property to secure the repayment of such loans;
5.1.2.6 Employ, retain or otherwise secure the services of any employees, attorneys, accountants, advisers and others deemed necessary by the Management Committee to facilitate the conduct of the Company’s business; and
5.1.2.7 Take any and all other action that is permitted by law and customary in or reasonably related to the conduct of the Company’s business or affairs.
5.1.2.8 Purchase liability and other insurance to protect the Company’s property and business, including insurance on behalf of any Indemnified Person.
5.1.2.9 Invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments.
5.1.2.10 Institute, prosecute, and defend any Proceeding in the Company’s name.
5.1.2.11 Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business.
Authority of the Management Committee. (a) Subject to Article IX and except as provided in Section 8.05(b):
(i) The Management Committee, acting as a group, has sole authority to manage the Company and is authorized to make any contracts, enter into any transactions, and make and obtain any commitments on behalf of the Company to conduct or further the Company's business;
(ii) Each Manager has one vote in Management Committee decisions;
(iii) Action by the Management Committee requires either
(A) a resolution approved by the affirmative vote of at least a majority of the Managers present at a meeting of the Managers, (1) scheduled by a prior act of the Managers or called upon at least two (2) business days' written notice signed by at least two (2) Managers, (2) with a quorum present of at least seventy-five per cent (75%) of the Managers, or
(B) a written action, signed by at least that number of Managers necessary to adopt a resolution at a properly called meeting attended by all the Managers entitled to vote on the matter.
(b) The Management Committee may delegate to a subcommittee of Managers, an individual Manager, or an employee of the Company any of the Management Committee's responsibilities and authority except borrowing money on behalf of the Company, entering into contracts involving more than $10,000, entering into leases of real property, agreeing to the issuance, registration or acquisition of any Membership Units of the Company, the purchase of any security of any other entity, the merger, association or affiliation of the Company with any other entity, or any other action which affects the organization or structure of the Company. This provision does not alter or waive any duty that a Manager may have to the Company concerning the Manager's exercise of management authority.
Authority of the Management Committee. The general supervision and operation of the business and affairs of the LLC shall be directed by the Management Committee. The Management Committee shall delegate such responsibilities to Caruso or Sweet with respect to the operation of the business affairs xx xxe LLC as set forth on Exhibit G attached hereto and made a part hereof. Subject to the duties and responsibilities set forth on Exhibit G and subject to the provisions of each of the License Agreement, the Supply Agreement and the Distribution Agreement, respectively. The Management Committee may authorize one or more of the Managers and/or officers to execute documents on behalf of the LLC. Sweet shall manage the financial recordkeeping and accounting affairs of the LLC and submit monthly reports to the Management Committee and the other Member which reports shall be subject to audit and verification. Anything contained herein to the contrary notwithstanding, consent of all of the Managers of the Management Committee shall be required to implement or consummate the following actions:
(i) preparation and adoption of the budget of the LLC, which shall be evidenced by a three year business plan to be mutually agreed to by the Members within thirty (30) days of the date of execution of this Agreement (the "Plan"), which Plan shall be annexed hereto as Exhibit H and made a part hereof. Such Plan shall be used as a blueprint for the LLC's business goals, but it shall not be used to measure the performance by either Member.
(ii) except as otherwise provided for in the Plan, the entering into any agreement, contract, or commitment involving a commitment on the part of the LLC in excess of $100,000, or the purchase and/or leasing of capital equipment by the LLC with a purchase price or discounted value of lease payments in excess of $100,000;
(iii) any LLC loans in excess of $100,000;
(iv) the grant of bonuses and changes in compensation of individuals earning $100,000 or more per year;
(v) the hiring and firing of individuals with annual compensation of $100,000 or more per year (including the negotiation and execution of employment agreements);
(vi) the funding of any profit-sharing plan contributions and selection of investment advisors for any such plan;
(vii) the selection, adoption, modification or termination of employee benefit plans, including medical, dental, disability, life and plan administrators for any such plan;
(viii) the admission of new Members;
(ix) the guaranty by the LLC of any oblig...
Authority of the Management Committee. Except as otherwise expressly provided in this Agreement or as required by any nonwaivable provision of the Act, the Management Committee shall have the exclusive power and authority to manage the business and affairs of the Company to make all decisions affecting the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company as the Management Committee deems necessary or appropriate. Except as otherwise provided in this Agreement, the Management Committee and the Officers (if any), acting as such, shall have the power and authority to bind the Company, except and to the extent that such power is expressly delegated in writing to any other Person by the Management Committee, and such delegation shall not cause the Management Committee to cease to be the managing authority of the Company. The Management Committee shall be an agent of the Company’s business, and the actions of the Management Committee duly taken in such capacity and in accordance with this Agreement shall bind the Company. Except as otherwise expressly provided in this Agreement, all actions to be taken on behalf of the Company, including all decisions and determinations to be made and discretion to be exercised, shall be taken, made or exercised by the Management Committee.
Authority of the Management Committee