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):
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Authority of the Management Committee. (a) The Management Committee shall have the authority and discretion to manage, and direct the management of, the business and affairs of the Company only to the extent expressly provided in this Agreement or to the extent delegated in writing by the Executive Committee to the Management Committee. Approval by or action taken by the Management Committee by written unanimous consent or by a simple majority vote at a meeting at which a quorum is present in accordance with this Agreement and within the scope of the authority of the Management Committee shall constitute approval or action by the Company and shall be binding on each Member. Subject to Section 2.10, the authority and responsibility of the Management Committee, subject to revocation by the Executive Committee, shall be as follows: (i) approval of the Company's Annual Budget for each Fiscal Year including, subject to Section 3(d), the amount and scope of the Company's capital expenditures and the amount of debt that the Company will incur during the Fiscal Year and the amount, if any, of the Additional Capital Contributions that the Company will need during the Fiscal Year; (ii) selection of the Company's accounting firm (which shall be a "Big Six" firm that is not then retained by DE or KS to audit either of their financial statements) to review or audit the Company's financial statements; (iii) approval of agreements by which the Company licenses others to use its technology, within parameters established by the Executive Committee; (iv) preparation of proposed compensation plans for officers and employees, subject to approval of the Executive Committee; provided, however that the compensation plan for the Operations Manager shall be as set forth in the Employee Services Agreement described in Section 2.3(c) for so long as that Person is provided to the Company pursuant to that Agreement; (v) determining whether the Company should take over the development of any "Technology Improvements" pursuant to Section 2.4(c) of the Technology Transfer Agreement described in Section 2.3(c) of this Agreement or to take over the development of New Technology pursuant to Section 2.4(d) of the Technology Transfer Agreement; (vi) determining whether to exercise any right of first refusal granted to the Company pursuant to Section 2.8 of the Technology Transfer Agreement; (vii) determining whether to submit any claim or dispute arising under an Ancillary Agreement to arbitration pursuant to the provisions of suc...
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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.
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Authority of the Management Committee. Unless otherwise agreed to in writing by the General Partners, the Management Committee, by its own action or by action of a subcommittee of the Management Committee, but not by delegation to officers or other employees of the Venture, shall, in addition to any other power granted to it in this Agreement, have the right, power and authority to take the following actions and no such action will be taken without the approval of the Management Committee. (a) making overall policy decision with respect to the business and affairs of the "Venture; (b) approving the Annual Budget and Business Plan, and related Marketing Plan, for the Venture, and any material amendments and supplements thereto; (c) approving the Strategic Plan for the Venture; (d) approving any capital expense line item deviation from the Annual Budget in excess of $250,000 or expense line item in excess of $100,000; (e) except for contracts entered into pursuant to guidelines to be established by the Management Committee, approving any contract, agreement or commitment with a value in excess of $250,000 or a term longer than five (5) years (or a group of related contracts, agreements or commitments with an aggregate value in excess of $250,000). (f) approving the choice of bank depositories, and approving arrangements relating to the signatories on bank accounts; (g) approving the choice of the Venture's attorneys, independent accountants, and any other consultants, where it is contemplated that such consultants will provide services with a value in excess of $50,000, or for a period longer than six (6) months; (h) approving all contracts that are proposed to be entered into between the Venture and any Partner or Affiliate, except those contracts specifically mentioned in Articles 13 and 14 of this Agreement, with an aggregate value in excess of $100,000; (i) approving any change of the Venture's fiscal year; (j) approving all distributions to the Partners; (k) approving the conveyance, sale, transfer, assignment, pledge, encumbrance, or disposal of, or the granting of a security interest in, any assets of the Venture valued in excess of $100,000; (l) approving the entry of the Venture, into any other partnership or joint venture, (m) except as provided in Section 5.2, the incurring of indebtedness by the Venture in an amount in excess of $100,000 (n) the loaning of any sum or any other extension of credit by the Venture to any Person in an amount in excess of $50,000 (or, with respect to custo...
Sample 1
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.
Sample 1
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.
Sample 1
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
Sample 1
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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.
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Authority of the Management Committee 
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Related to Authority of the Management Committee

  • Authority of the Manager The Manager for, and in the name and on behalf of the Company, is hereby authorized to: (1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof.; (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate; (5) xxx and be sued, complain and defend in the name of and on behalf of the Company; (6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company; (7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property; (8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement; (10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

  • 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.

  • Labour Management Committee (a) Where the parties mutually agree that there are matters of mutual concern and interest that would be beneficial if discussed at a Labour Management Committee Meeting during the term of this Agreement, the following shall apply. (b) An equal number of representatives of each party as mutually agreed shall meet at a time and place mutually satisfactory. A request for a meeting hereunder will be made in writing prior to the date proposed and accompanied by an agenda of matters proposed to be discussed, which shall not include matters that are properly the subject of grievance or negotiations for the amendment or renewal of this agreement. Any representative(s) attending such meetings during their regularly scheduled hours of work shall not lose regular earnings as a result of such attendance. (c) It is agreed that the topic of a rehabilitation program for drug and alcohol abuse is an appropriate topic for the Labour-Management Committee. It is also agreed that the topic of the utilization of full-time and part-time staff is an appropriate topic for the Labour-Management Committee. The committee shall have access to work schedules and job postings upon request. (d) It is understood that joint meetings with other Labour-Management Committees in the Hospital may be scheduled concerning issues of mutual interest if satisfactory to all concerned. (e) Where two or more agreements exist between a Hospital and CUPE the Committee may be a joint one representing employees under both agreements, unless otherwise agreed.

  • 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.

  • Management Committee 6.1 There shall be constituted a committee to be called the Management Committee with functions as stated herein below. 6.2 Government shall nominate two (2) members representing Government in the Management Committee, whereas each Company constituting the Contractor shall nominate one (1) member each to represent Company in the Management Committee provided that in case the Contractor constitutes only one Company, that Company shall have two (2) members. The Parties shall nominate the members to the Management Committee within thirty (30) days of the Effective Date. 6.3 Each Party may nominate alternate members with full authority to act in the absence and on behalf of the members nominated under Article 6.2 and may, at any time, nominate another member or alternate member to replace any member nominated earlier by notice to other members of the Management Committee. 6.4 One representative of the Government shall be designated as the Chairman of the Management Committee and the second representative of the Government shall be designated as the Deputy Chairman. The member of the Operator, or the member designated by the Operator where Operator has two (2) members in the Management Committee shall be designated as the Secretary of the Committee. 6.5 Operator on behalf of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, or in case of a single Party constituting the Contractor, then that Party shall submit following matters to the Management Committee for review and it shall have advisory functions: (a) the annual Work Programmes and Budgets in respect of Exploration Operations and any revisions or modifications thereto; (b) annual work progress and costs incurred thereon; (c) proposals for surrender or relinquishment of any part of the Contract Area by the Contractor; (d) proposals for an Appraisal Programme or revisions or additions thereto and the declaration of a Discovery as a Commercial Discovery; (e) any other matter required by the terms of this Contract to be submitted to it for review or advice; and (f) any other matter which the Contractor decides to submit for review or advice including matters concerning inter-Party relationships. 6.6 The following matters shall be submitted by Operator on behalf of the Contractor with the approval of Operating Committee, if constituted under the Article 7.4, or in case of single Party constituting the Contractor, then by that Party to the Management Committee for approval: (a) Annual Work Programmes and Budgets in respect of Development Operations and Production Operations and any modifications or revisions thereto; (b) proposals for the approval of development plans as may be required under this Contract, or modifications or revisions to a Development Plan; (c) determination of a Development Area; (d) appointment of auditors along with scope of audit, approval and adoption of audited report submitted under Article 25.4.3; (e) collaboration with licensees or contractors of other areas; (f) claims or settlement of claims for or on behalf of or against the Contractor in excess of limits fixed by the Management Committee from time to time; (g) proposal about abandonment plan/Site Restoration as required to be submitted under Article 14.10; (h) any other matter required by the terms of this Contract to be submitted for the approval of the Management Committee; (i) any other matter which the Contractor decides to submit to it; and (j) any matter, which Government refers to the Management Committee for its consideration and reasoned opinion. 6.7 Unless agreed otherwise by all the members of the Management Committee, the Management Committee shall meet at least once every six (6) months during the Exploration Period and thereafter at least once every three (3) months or more frequently at the request of any member. The Secretary, with the approval of the Chairman, shall convene each meeting by notifying the members twenty eight (28) days prior to such a meeting (or a shorter period of notice if the members unanimously so agree) of the time and place of such meeting and the purpose thereof and shall include in such notice a provisional agenda for such meeting. The Chairman shall be responsible for processing the final agenda for such meeting and the agenda shall include all items of business requested by the members to be included, provided such requests are received by the Secretary at least ten (10) days prior to the date fixed for the meeting. The Secretary shall forward the agenda to the members at least seven (7) Business Days prior to the date fixed for the meeting. Matters not included in the agenda may be taken up at the meeting by any member with the unanimous consent of all the members whether present or not present at the meeting. 6.8 The Chairman or the Deputy Chairman, as may be the case, shall preside over the meetings of the Management Committee and, in their absence, any other member representing Government and present shall preside over the meetings. 6.9 Secretary to the Management Committee shall be responsible, inter alia, for preparation of the minutes of every meeting in the English language and provision to every member of the Management Committee with two (2) copies of the minutes approved by the Chairman within three (3) Business Days of the meeting. Unless agreed otherwise by all the members of the Management Committee, the minutes of a meeting shall be finalised by the Management Committee within three (3)

  • Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.

  • JOINT LABOUR MANAGEMENT COMMITTEE A Joint Labour Management Committee shall be established to attend to those matters which are of mutual interest. To ensure its effectiveness the Committee shall be separate and apart from the grievance procedure.

  • Authority of Committee All determinations made by the Committee with respect to the interpretation, construction and application of any provision of this Agreement shall be final, conclusive and binding on the parties.

  • LABOR MANAGEMENT COMMITTEE Section 1. In order to facilitate communication between labor and management, a Labor Management Committee consisting of the Department Head and/or his designated alternate, the Assistant Chief of Police and two (2) Team Managers, and three (3) representatives of the Lincoln Police Union, along with at least one (1) Team Representative, will make up the Labor Management Committee. The Department Head will designate management personnel and the Union shall select Union representatives. Members will serve at the pleasure of the Department Head or Union President, depending upon who the member represents. Members will serve and be replaced on a staggered system (approximately three (3) year limit) depending upon the schedule agreed upon by the Department Head and the Union President. Section 2. Each Team area will be represented by a member of any rank to serve as spokesperson for that area. They will meet at least one week prior to the monthly Labor Management Committee meeting to formulate the common areas of interest and to elect a spokesperson to present the items in writing to the Labor Management Committee. Payment for attending this meeting will be at the discretion of the Department Head. Spokesperson will be chosen on a rotating basis. Team representatives will be picked by a vote of the Team members that they are representing. Section 3. The Labor Management Committee may discuss any area of the Department, with limitation only on those areas already under agreement between the City and the Union. The agenda will be based on the problem areas brought to the attention of the Committee by the Team Representatives and on any area representative members of Labor Management feel need to be discussed. Topics for discussion will be posted on the Union bulletin board and disseminated to Labor Management Committee members at least one (1) week prior to the monthly meeting. Section 4. Membership is subject to change through attrition and elected office, however, a one (1) week notice must be given to the Committee to afford the new member(s) voting privileges. Section 5. Realizing that communication is the key element to the smooth operation of any organization, the Labor Management Committee will xxxxxx an element of cooperation and unity of organizational members, be they labor or management. Section 6. Meetings shall be held at least once per calendar month. Additional meetings may be scheduled by mutual agreement of the Committee and the Department Head. Section 7. A quorum shall consist of two (2) members from labor and two (2) members from management.

  • LABOR/MANAGEMENT COMMITTEES A. Statewide

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