Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.
Appears in 9 contracts
Samples: Business Combination Agreement (FinTech Acquisition Corp. IV), Merger Agreement (Regal Entertainment Group), Merger Agreement (SWIFT TRANSPORTATION Co)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
Appears in 8 contracts
Samples: Arrangement Agreement (Comamtech Inc.), Arrangement Agreement (DecisionPoint Systems, Inc.), Arrangement Agreement (Comamtech Inc.)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 6 contracts
Samples: Reorganization Agreement (Cannae Holdings, Inc.), Reorganization Agreement (Fidelity National Financial, Inc.), Merger Agreement (Polymer Group Inc)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.
Appears in 4 contracts
Samples: Merger Agreement (Knight Capital Group, Inc.), Merger Agreement (GETCO Holding Company, LLC), Merger Agreement (Ness Technologies Inc)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute law or by the Certificate of Incorporation or by these By-Laws laws directed or required to be exercised or done by the stockholders. The use of the phrase "Whole Board" herein refers to the total number of directors which the corporation would have if there were no vacancies.
Appears in 3 contracts
Samples: Acquisition Agreement (Madison Enterprises Group, Inc.), Merger Agreement (China PharmaHub Corp.), Merger Agreement (World Wide Relics Inc.)
Duties and Powers. The business and affairs of the Corporation shall --------- ----------------- be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Merger Agreement (Simons Stephen W), Merger Agreement (Turner Paul H)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws Bylaws required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Merger Agreement (Dts, Inc.), Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate Corporation's Articles of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholdersshareholders.
Appears in 2 contracts
Samples: Merger Agreement (Holly Corp), Merger Agreement (Holly Corp)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors which may exercise all such powers of the Corporation and do perform all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws Bylaws required to be exercised or done performed by the stockholders.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Vestis Corp), Separation and Distribution Agreement (Aramark)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Restated Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Merger Agreement (Giant Industries Inc), Merger Agreement (Holly Corp)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required Bylaws conferred upon or reserved to the stockholders; provided, however, that any action taken by the Board of Directors shall be exercised or done subject to reversal in the event of a contrary vote by the stockholders.
Appears in 2 contracts
Samples: Merger Agreement (Bae Systems PLC), Merger Agreement (BAE Systems, Inc.)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws laws required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: By Laws (TRW Automotive Inc), By Laws (TRW Automotive Inc)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate Corporation’s Articles of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholdersshareholders.
Appears in 2 contracts
Samples: Merger Agreement (Frontier Oil Corp /New/), Merger Agreement (Frontier Oil Corp /New/)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute law or by the Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Class a Common Stock and Convertible Preferred Stock Subscription Agreement, Subscription Agreement (William Lyon Homes)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate Articles of Incorporation or by these By-Laws Bylaws required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Merger Agreement (Newport Corp), Merger Agreement (MKS Instruments Inc)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws laws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Samples: Merger Agreement (Neustar Inc)
Duties and Powers. The property and business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things except as are not by statute or by may be otherwise provided in the DGCL, the Certificate of Incorporation Incorporation, or by these By-Laws required to be exercised or done by the stockholdersBylaws.
Appears in 1 contract
Samples: Merger Agreement (Kellanova)
Duties and Powers. The business and affairs of the Corporation shall be are managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Samples: Merger Agreement (Woodward, Inc.)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the its Board of Directors Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Samples: By Laws (Homebase Acquisition, LLC)
Duties and Powers. The business and affairs of the Corporation shall be --------- ----------------- managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Samples: By Laws (Armkel LLC)
Duties and Powers. The business and affairs of the ----------------- Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws required to be exercised or done by the stockholders.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Phillips Petroleum Co)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things except as are not by statute or by may be otherwise provided in the DGCL, the Certificate of Incorporation Incorporation, these Bylaws or by these By-Laws required to be exercised or done by the stockholdersrules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading.
Appears in 1 contract
Samples: Business Combination Agreement (Zanite Acquisition Corp.)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
