Certain Powers of the Board Sample Clauses

Certain Powers of the Board. Without limiting the generality of Section 5.1, but subject to Section 5.2 and Section 5.4, the Board shall have power and authority, on behalf of the Company, to: (a) Subject to Section 5.4(b), borrow money for the Company from banks, other lending institutions, the Managers, Members, or Affiliates of the Managers or Members on such terms as the Board deems appropriate; (b) Purchase liability and other insurance to protect the Company’s property and business; (c) Execute and deliver all instruments and documents, including checks, drafts, notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage, or disposition of Company property; assignments; bills of sale; leases; partnership agreements; operating (or limited liability company) agreements of other limited liability companies; and any other instruments or documents necessary, in the reasonable opinion of the Board, to the conduct of the business of the Company, including modifications and amendments thereto; (d) Employ accountants, legal counsel, managing agents, other experts, employees and independent contractors to perform services for the Company and to compensate them from Company funds; (e) Subject to Section 5.4(e), file any amendments to the Company’s Articles with the Nevada Secretary of State; (f) Execute and file such other instruments, documents, and certificates which may from time to time be required by the laws of Nevada or any other jurisdiction in which the Company shall determine to do business, or any political subdivision or agency thereof, to effectuate, implement, continue, and defend the valid existence of the Company; (g) Authorize and issue additional Units, to either new or existing Members; (h) Issue Incentive Units or Unit Equivalents to service providers; (i) Form a Company subsidiary; (j) Enter into or modify any employment, severance, equity rights, change in control, termination or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, or otherwise increase the compensation or benefits of, any officer, manager, member, managing member, consultant or employee; (k) Lend money to or guaranty or become surety for the obligations of any Person; (l) Compromise or settle any claim against or inuring to the benefit of the Company involving an amount in controversy; and (m) Open bank accounts in the name of the Company a...
Sample 1
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Certain Powers of the Board. Without limiting the general authority of the Board set forth in Section 4.1 above, the Board shall have the power and authority on behalf of the Company: (a) to acquire Property for the Company from any Person as the Board may determine. The fact that a Manager or a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Board from dealing with that Person; (b) to borrow money for the Company from banks, other lending institutions, the Manager(s), the Members, or Affiliates of the Manager(s) or the Members on such terms as the Board deems appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in Company Property to secure repayment of the borrowed sums; (c) to invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (d) to bring and defend actions and Proceedings at law or equity and before any governmental, administrative or other regulatory agency, body or commission. (e) to cause the Company to undergo, pursue or accept a Liquidation Event; (f) to organize one or more corporations, limited liability companies, partnerships or any other entity to hold record title, as nominee for the Company, of any Company Property; (g) to make Distributions to the Members; (h) to lend, with or without security, any of the funds of the Company or any Company Property;
Sample 1
Certain Powers of the Board. Subject to any provisions of this Agreement that require the consent or approval of one or more Members and any other limitations contained in this Agreement, the Board shall have the exclusive right, power and authority to direct the business and affairs of the Company and to make all decisions with respect thereto. Except as may be otherwise expressly provided in this Agreement, in no event shall any Member, in its capacity as such, have any right or authority to act for or bind the Company, and no Member in its capacity as such shall take part in or interfere in any manner with the management of the business and affairs of the Company. To the fullest extent permitted by Arizona law, but subject to any specific provisions hereof granting rights to Members and any other limitations contained in this Agreement, the Board shall have the power to do any and all acts, statutory or otherwise, with respect to the Company or this Agreement that would otherwise be possessed by the Members under the laws of the State of Arizona. Subject to the particular provisions of this Agreement that require the consent or approval of one or more Members and any other limitations contained in this Agreement, the power and authority granted to the Board hereunder shall include all those necessary or convenient for the furtherance of the purposes of the Company and shall include the power to make all decisions with regard to the management, operations, assets, financing and capitalization of the Company. Without limiting the generality of the foregoing, the Board shall have power and authority on behalf of the Company: 6.3.1 To acquire property from and sell property to any Person as the Board may determine. The fact that a Member or a Manager is directly or indirectly affiliated or connected with any such Person shall not prohibit the Board from dealing with that Person, provided that the requirements of Section 6.4 are satisfied; 6.3.2 To borrow money for the Company from banks, other lending institutions, the Interest Holders, Managers, or Affiliates of the Interest Holders or Managers on such terms as the Board may deem appropriate, provided that the requirements of Section 6.4 are satisfied, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums, provided that the requirements of Section 6.4 are satisfied. No debt or other obligation shall be contracted or liability incurred b...
Sample 1

Related to Certain Powers of the Board

  • Powers of the Board The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to the other provisions of this Agreement, the Board shall have the authority, on behalf of the Company, to do all things necessary or appropriate for the accomplishment of the purposes of the Company. Subject to the other provisions of this Agreement, the Board shall have full power to act for and to bind the Company to the extent provided by Delaware law.

  • Powers of the Company The Company shall have the power and authority to take any and all actions necessary, appropriate or advisable to or for the furtherance of the purposes set forth in Section 2.05.

  • Powers of Directors 28.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. 28.2 All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution. 28.3 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. 28.4 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. 29 Appointment and Removal of Directors 29.1 Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution remove any Director. For the avoidance of doubt, prior to the closing of a Business Combination holders of Class A Shares shall have no right to vote on the appointment or removal of any Director. 29.2 The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. 29.3 After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director. 29.4 Article 29.1 may only be amended by a Special Resolution passed by a majority of at least 90% of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution of all members.

  • Powers of Board The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2: (1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding; (2) terminate the appointment of, or change the membership of, the committee; and (3) fill vacancies in the committee.

  • Powers of the Advisor Subject to the express limitations set forth in this Agreement and the continuing and exclusive authority of the Board over the management of the Company, the power to direct the management, operation and policies of the Company, including making, financing and disposing of investments, shall be vested in the Advisor, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out any and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under this Agreement.

  • POWERS OF MANAGERS Pursuant to Section 21-136 of the Act, the Managers are authorized: (a) to make all decisions regarding the Company’s operations and legal affairs, including but not limited to: i. the sale, development, lease, or other disposition of the Company's assets; ii. the purchase or acquisition of other assets; iii. the management of all or any part of the Company's assets; iv. the borrowing of money and granting of security interests in the Company's assets; v. the pre-payment, refinancing, or extension of any loan affecting the Company's assets; vi. the compromise or release of any of the Company's claims or debts; and vii. the employment of persons, firms, or corporations for the operation and management of the Company's business; and (b) to execute and deliver: i. all contracts, conveyances, assignments, leases, sub-leases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the Company's assets; ii. all checks, drafts, and other orders for the payment of the Company's funds; iii. all promissory notes, loans, security agreements and other similar documents; and iv. all other instruments of any kind relating to the Company's business and affairs.

  • Powers of the Member Pursuant to Section 00-00-000 of the Act, the Member is authorized: (a) to make all decisions regarding the Company’s operations and legal affairs, including but not limited to: i. the sale, development, lease, or other disposition of the Company's assets; ii. the purchase or acquisition of other assets; iii. the management of all or any part of the Company's assets; iv. the borrowing of money and granting of security interests in the Company's assets; v. the pre-payment, refinancing, or extension of any loan affecting the Company's assets; vi. the compromise or release of any of the Company's claims or debts; and vii. the employment of persons, firms, or corporations for the operation and management of the Company's business; and (b) to execute and deliver: i. all contracts, conveyances, assignments, leases, sub-leases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the Company's assets; ii. all checks, drafts, and other orders for the payment of the Company's funds; iii. all promissory notes, loans, security agreements and other similar documents; and iv. all other instruments of any kind relating to the Company's business and affairs.

  • Powers of Members The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Agreement. Except as expressly provided herein, the Members shall have no power to bind the Company and no authority to act on behalf of the Company.

  • RIGHTS OF THE BOARD A. The Board, on its own behalf and on behalf of the electors of the district, hereby retains and reserves unto itself all powers, rights, authority, duties and responsibilities conferred upon and vested in it by the laws and the Constitutions of the State of Michigan, and of the United States, including, and without limiting the generality of the foregoing, the right; (1) To the executive management and administrative control of the school system and its properties and facilities, and the activities of its employees; (2) To hire all employees and subject to the provisions of law, to determine their qualifications and the conditions for their continued employment, or their dismissal or demotion; and to promote, and transfer all such employees; (3) To establish grades and courses of instruction, including special programs, and to provide for athletic, recreational and social events for students, all as deemed necessary or advisable by the Board; (4) To decide upon the means and methods of instruction, the selection of textbooks and other teaching materials, and the use of teaching aides of every kind and nature; (5) To determine class schedules, the hours of instruction, and the duties, responsibilities, and assignments of teachers and other employees with respect to administrative and non-teaching activities, and the terms and conditions of employment; (6) To establish, modify, or change any work or business or school hours or days; (7) To determine the services, supplies, and equipment necessary to continue its operations and to determine all methods and means of distributing, disseminating, and/or selling its services, methods, schedules, and standards of operation, the means, methods, and processes of carrying on the work including automation or contracting thereof or changes therein; the institution of new and/or improved methods or changes therein; (8) To determine the number and location or relocation of its facilities, including the establishment or relocation of new schools, buildings, departments, divisions or subdivisions thereof and the relocation or closing of offices, departments, divisions or subdivisions, buildings or other facilities; (9) To adopt rules and regulations for the operation and management of the schools and the school district. B. The exercise of the foregoing powers, rights, authority, duties and responsibilities by the Board, the adoption of policies, rules and regulations and practices in furtherance thereof, and the use of judgment and discretion in connection therewith shall be limited only by the specific and express terms of this Agreement and then only to the extent such specific and express terms hereof are in conformance with the Constitution and laws of the State of Michigan and the Constitution and laws of the United States.

  • Quorum; Acts of the Board At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business and, except as otherwise provided in any other provision of this Agreement, the act of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. If a quorum shall not be present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee, as the case may be.

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