Authority of the Managing Member Sample Clauses

Authority of the Managing Member. The Managing Member shall have the power on behalf of and in the name of the Company to carry out any and all of the objects and purposes of the Company set forth in Section 1.04 and Section 2.01, and to perform all acts and enter into and perform all contracts and other undertakings, other than any actions to be taken in connection with investment of the Company's investable assets, which it may deem necessary or advisable or incidental thereto, including, without limitation, the power to: (a) open, maintain and close accounts, including custodial accounts, with banks, including banks located inside and outside the United States, and draw checks or other orders for the payment of monies; (b) lend, either with or without security, funds or other properties of the Company, and borrow or raise funds (including borrowing from Affiliates of the Managing Member) and secure the payment of obligations of the Company by pledges or hypothecation of all or any part of the property of the Company; (c) do any and all acts on behalf of the Company, and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company's interest in the assets and other property and funds held or owned by the Company, including, without limitation, participation in arrangements with creditors, the institution and settlement or compromise of suits and administrative proceedings and all other like or similar matters; (d) engage any person, general partnership, limited partnership, limited liability company, corporation, joint venture, trust, business trust, cooperative, association or other entity (each a "Person") (including the Managing Member and any of its Affiliates) pursuant to an Administration Agreement (as defined in the Company's Confidential Private Placement Memorandum) to provide certain administrative services (any such person, firm or entity providing such services being referred to herein as the "Administrator"), including, without limitation, calculating the net asset value (the "NAV") of each series of Units and Members' Capital Accounts, valuing the Company's assets, assisting with the valuation of securities which are not readily marketable, assisting in the preparation of the Company's financial statements, assisting in the preparation and distribution of reports to each Member, maintaining a registry for the ownership of each series of Units and providing other administrative services to the Company; (e) consent on beha...

Authority of the Managing Member. The Managing Member 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 Managing Member may deem proper and to pay therefor such remuneration as the Managing Member 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 Managing Member 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 Operating Agreement, and to perform all matters in furtherance of the objectives of the Company or this Operating 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 imp...

Authority of the Managing Member. (a) The Managing Member shall conduct, direct and exercise full control over all activities of the Company. All management powers over the business and affairs of the Company shall be vested in the Managing Member. The Managing Member shall have the power to bind or take any action on behalf of the Company, or to exercise in its sole discretion any rights and powers (including the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) granted to the Company under this Agreement, or any other agreement, instrument or other document to which the Company is a party or by virtue of its holding the equity interests of any Subsidiary thereof. (b) Notwithstanding any provision herein to the contrary, in connection with the performance of its duties as the Managing Member of the Company under this Agreement, the Members and the Managing Member acknowledge that the Managing Member will take action through the Bakkt Pubco Board and the officers of Bakkt Pubco, and that the members of the Bakkt Pubco Board and such officers of Bakkt Pubco will owe fiduciary duties to the stockholders of the Bakkt Pubco in respect of any such actions taken or omitted in connection with the performance of the Managing Member’s duties hereunder, provided, however that nothing in the foregoing shall abrogate or diminish the rights of the Holders of Common Units under this Agreement or applicable law. (c) Without limiting the foregoing provisions of this Section 6.1, the Managing Member shall have the general power to manage or cause the management of the Company (which may be delegated to officers of the Company) to, directly or indirectly, undertake any of the following: (i) to develop and prepare a business plan each year which will set forth the operating goals and plans for the Company; (ii) to execute and deliver or to authorize the execution and delivery of contracts, deeds, leases, licenses, instruments of transfer and other documents on behalf of the Company; (iii) to make any expenditures, to lend or borrow money, to assume or guarantee, or otherwise contract for, indebtedness and other liabilities, to issue evidences of indebtedness and to incur any other obligations; (iv) to establish and enforce limits of authority and internal controls with respect to all personnel and functions; (v) to engage attorneys, consultants and accountants for the Company; (vi) to develop or ...

Authority of the Managing Member. Except as otherwise provided in this Agreement (including as provided in Section 6.02 or by applicable law), the power and authority to manage, direct and control the Company will be vested in the Managing Member, and the Managing Member will have full, complete and exclusive authority to manage, direct and control the business, affairs and properties of the Company. The Company will not have any officers or employees.

Authority of the Managing Member. The Managing Member constitutes a “manager” of the Company for purposes of the Act. The Members acknowledge that the Company shall be managed by the Managing Member, in its capacity as a manager of the Company, in accordance with Section 18-402 of the Act and subject to any restrictions set forth in the Certificate of Formation or this Agreement, all powers to control and manage the business and affairs of the Company and to bind the Company shall be exclusively vested in the Managing Member, in such capacity, and the Managing Member may exercise all powers of the Company and do all such lawful acts as are not by statute, the Certificate of Formation or this Agreement directed or required to be exercised or done by the Members and in so doing shall have the right and authority to take all actions that the Managing Member deems necessary, useful, or appropriate for the management and conduct of the Company’s business and affairs and in the pursuit of the purposes of the Company, including delegating the right and authority to take such actions to employees of the Managing Member as are designated by the Managing Member or officers or employees of the Company (whether employed directly or seconded from another GMI Entity); provided, however that any officers of the Company shall have the authority to enter into the Transaction Documents or any other document as may be contemplated from time to time. The Managing Member and each such employee or officer and any other “manager,” including the Independent Director, if any, shall be an “authorized person” on behalf of the Company, as such term is used in the Act.

Authority of the Managing Member. The Managing Member shall not permit the Company to engage in any activity which substantially changes the nature of the Company’s business as a holding company for interests in IBG LLC or enter in any material agreement(s) on behalf of the Company, other than the Exchange Agreement, which would in the aggregate, during any twelve (12) month period, result in a transfer or commitment to transfer over twenty percent (20%) of the interests in IBG LLC held by the Company, without the written consent of holders of a majority of the Voting Shares. Subject to the foregoing and the provisions of Section 5.3, the Managing Member shall manage the business of the Company and shall have all of the rights and powers which may be possessed by a managing member under the Act including, without limitation, the right and power to: (a) acquire by purchase, lease or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (b) sell or exchange interests of the Company in IBG LLC to IBGI in exchange for cash or IBGI Common Stock and deal in any other Company assets whether real property or personal property; (c) operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (d) execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance and operation of Property or in connection with managing the affairs of the Company, including executing amendments to the Agreement and the Certificate of Formation in accordance with the terms of the Agreement pursuant to any power of attorney granted by the Members to the Managing Member; (e) 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; (f) execute, in furtherance of any or all of the purposes of the Company, any deed, 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; (g) prepay in whole or in part, refinance, recast, increase, modify or extend any liabilities affecting the Property and in ...

Authority of the Managing Member. The Managing Member shall have all rights and powers that may be possessed by a managing member under the Act on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company and to perform all acts which it may deem necessary or desirable, including the power to acquire, own, hold, finance, mortgage, pledge, sell, transfer, distribute, and vote with respect to the Company assets, subject, however to the provisions of this Agreement requiring Member approval, including Section 3.4 hereof.

Authority of the Managing Member. The Managing Member shall have exclusive authority and power to administer this Article and to exercise all rights and powers specifically granted to the Managing Member or the Company, or as may be necessary or advisable in the administration of this Article. All such actions which are done or made by the Managing Member in good faith shall be final, conclusive and binding on the Company and all other Persons; provided, that the Managing Member may delegate all or any portion of its duties and powers under this Article to a committee of the Board of Directors of the Managing Member as it deems necessary or advisable.

Authority of the Managing Member. (a) The Members intend that the Company be managed by the Managing Member in accordance with Section 18-402 of the Act and subject to any restrictions set forth in the Certificate or this Agreement, including those set forth in Section 1.3(a), Section 5.2, and Section 5.5(a) all powers to control and manage the business and affairs of the Company and to bind the Company will be exclusively vested in the Managing Member, and the Managing Member may exercise all powers of the Company and do all such lawful acts as are not by statute, the Certificate, or this Agreement directed or required to be exercised or done by the Members and in so doing shall have the right and authority to take all actions which the Managing Member deems necessary, useful, or appropriate for the management and conduct of the Company’s business and affairs and in the pursuit of the purposes of the Company, including delegating the right and authority to take such actions to employees of the Managing Member as are designated by the Managing Member. The Managing Member and each such employee shall be an “authorized person” on behalf of the Company, as such term is used in the Act.

Authority of the Managing Member. 3.4.1. Except to the extent that such authority and rights have been reserved in Article 3 as set forth above, the Managing Member shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to the right to: 3.4.2. Obtain all proper security instruments (such as recorded mortgage or deed of trust) all in accordance with the local governmental rules and regulations 3.4.3. Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; 3.4.4. Obtain, negotiate and execute all documents necessary or appropriate to accomplish the development and growth of the Entity and all portions thereof, 3.4.5. Establish a reasonable reserve for operation of the business of the Company and potential future and contingent Company liabilities; 3.4.6. Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company; provided, however, that any settlement of a claim which is in excess of insurance proceeds shall be subject to the prior approval of all Managing Members; 3.4.7. Preparation of Company budgets and financial reports necessary or appropriate to the Company's operation, including but not limited to, all federal and state tax returns and report to the Members; 3.4.8. Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company.