Board of Managers Powers. Subject to the terms hereof, the Board of Managers shall have full and complete discretion in the management and control of the affairs of the Company, shall make all decisions affecting Company affairs and shall have all of the rights, powers and obligations of a managing member of a limited liability company under the Act and otherwise as provided by law. The Board of Managers shall provide overall guidance and supervision with respect to the operations of the Company, shall perform all duties imposed on the directors of registered investment companies by the Investment Company Act, and shall monitor the activities of the Appropriate Officers, the Management Company, the Special Member and any administrator to the Company and distributor of the Company’s securities. Except as otherwise expressly provided in this Agreement, the Board of Managers is hereby granted the right, power and authority to do on behalf of the Company all things which, in its sole judgment, are necessary or appropriate to manage the Company’s affairs and fulfill the purposes of the Company. Any determination as to what is in the interests of the Company made by the Managers in good faith shall be conclusive. In construing the provisions of this Agreement, the presumption shall be in the favor of a grant of power to the Managers. The powers of the Managers include, by way of illustration and not by way of limitation, the power and authority from time to time to do the following:
Board of Managers Powers. The Board of Managers shall have the authority on behalf and in the name of the Company to perform all acts necessary and desirable to the objects and purposes of the Company, subject to the rights of the Liquidator to liquidate the Company and take all actions incidental thereto during the period of liquidation.
Board of Managers Powers. Subject to the terms of the Act and as otherwise provided under this Section 5, the Company shall be managed by the Board of Managers to the extent, and only to the extent, of the matters described in Sections 2.6(d) and 2.6(f) hereof, and in accordance with Sections 2.6(d) and 2.6(f) hereof. Each member of the Board of Managers is hereby designated as a manager within the meaning of the Act but shall have only the rights and powers as are set forth in this Section 5.3 and shall not otherwise have the authority, acting alone or together, to bind the Company.
Board of Managers Powers. (a) The business and affairs of the Company shall be managed by the board of managers (the "BOARD OF MANAGERS") who will have the rights, powers, duties and liabilities described in this Agreement, subject to the delegation of rights and powers provided herein and the limitations provided herein and under the Act. Subject to the limitations of this Agreement and the Act and the delegation of rights and powers provided herein, the overall business and affairs of the Company shall be managed by the Board of Managers, which business and affairs shall be operated consistent with the terms and conditions of this Agreement and the Act. The Board of Managers shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise, possessed by a Manager of a limited liability company under the laws of the State of Delaware.
Board of Managers Powers. A Board of Managers of the Company (the “Board of Managers”) is hereby established and shall be comprised of natural Persons (each such Person, a “Manager”) who shall be designated in accordance with the provisions of paragraph (d) below. The business and affairs of the Company shall be managed, operated, and controlled by or under the direction of the Board of Managers, and the Board of Managers shall have, and is hereby granted, the full, complete, and exclusive power, authority, and discretion for, on behalf of, and in the name of the Company, to take such actions as it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the Company; provided however, that the Members may decide to take certain actions for the Company as contemplated by Section 6(j) below.
Board of Managers Powers. The business and affairs of the Company shall be managed by or under the direction of a board of managers (the “Board”) except as pertains to the INNMC Businesses. The members of the Board (the “Managers”) shall be “managers” within the meaning of the Act. Subject to the provisions of this Agreement, the Board shall have full and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company except as pertains to the INNMC Businesses. No Member, in its capacity as such, shall participate in or have any control over the business of the Company except as pertains to the INNMC Businesses. The INNMC Member shall have full and complete discretion to manage the business and affairs of the INNMC Businesses, to make all decisions affecting the business and affairs of the INNMC Businesses and to take all such actions as it deems necessary or appropriate with respect to the INNMC Businesses.
Board of Managers Powers. SECTION 6.4 Duties and Obligations of the Board of Managers
Board of Managers Powers. (a) Except as otherwise provided in this Agreement (including but not limited to Section 5.4 hereof), all powers to control and manage the Business and affairs of the Company shall be exclusively vested in the Board of Managers and the Board of Managers 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 one or more of the Members and in so doing shall have the right and authority to take all actions which the Board of Managers deems necessary, useful or appropriate for the management and conduct of the Business, including exercising the following specific rights and powers:
Board of Managers Powers. (a) Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Managers, and (ii) the Board of Managers shall make all decisions and take all actions for the Company not otherwise provided for in this Agreement.
Board of Managers Powers. Subject to the provisions of this Agreement, the Business and affairs of the Company shall be managed by or under the direction of the Board of Managers, which may exercise all of the powers of the Company that are not otherwise required by this Agreement or the Act to be exercised by the Members. In addition to the powers and authority expressly conferred upon them by statute or by this Agreement, the Board of Managers is empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Company. In addition to, and without limiting the foregoing, the Company shall take all actions necessary to cause the board of directors or board of managers of each of its Subsidiaries (or the general partner of each such Subsidiary) to be comprised of the same Persons who serve as Managers of the Company and that, in such capacity, each such Person shall have the same powers and authority with respect to such Subsidiary as a Manager is entitled to exercise with respect to the Company under this Agreement. Subject to Section 5.1(h) hereof, the Board of Managers shall be entitled to delegate all or any part of its powers as it shall deem appropriate or convenient to such officers of the Company or other persons as it shall select in its discretion, subject to the reservation of authority to approve the major decisions set forth in Section 5.4 and such other matters as shall require its approval under the terms of this Agreement. Initially, the management of the day-to-day operations of the Company shall be delegated, subject to Section 5.1(h) and the terms of the Management Agreement, to the Officers.
