Duties of Directors. Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, the Directors shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.
Duties of Directors. To the fullest extent permitted by applicable law, including without limitation Section 18-1101(c) of the Act, the fiduciary duty of the Directors, including the Independent Directors, in respect of any decision on any matter referred to in this Agreement shall be owed solely to the Company (including its creditors) and not to the Sole Member or any other holder of an equity interest in the Company as may exist at such time. Each Director shall execute and deliver the Management Agreement.
Duties of Directors. Except as provided in this Agreement or otherwise required by the Act, each director of the Company shall have the same fiduciary duties to the Company and the Members as a director of a corporation incorporated under the DGCL has to such corporation and its stockholders, as if such directors of the Company were directors of a corporation incorporated under the DGCL. Except as provided in this Agreement, the parties intend that the fiduciary duties of the directors of the Company shall be interpreted consistently with the jurisprudence regarding such fiduciary duties of directors of a corporation under the DGCL. It shall be expressly understood that, to the fullest extent permitted by law, no director of the Company has any duties (fiduciary or otherwise) with respect to any action or inaction of the Manager, and that, to the fullest extent permitted by law, any actions or inactions of the directors of the Company that cause the Company to act in compliance or in accordance with the Management Services Agreement shall be deemed consistent and compliant with the fiduciary duties of such directors and shall not constitute a breach of any duty hereunder or existing in law, in equity or otherwise.
Duties of Directors. 8.1. After completion of this agreement, ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
8.2. The Directors of ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ :
Duties of Directors. The Board of Directors shall, in considering any proposed action or inaction with respect to the Subordinated Notes pursuant to Section 6.1(d), take into account the interest of both the Preferred Securityholders and the Bank, as owner of the Company Common Securities. To the fullest extent permitted by law, no member of the Board of Directors shall have any liability to any Preferred Securityholder or the Company for not voting to take any enforcement action under the Subordinated Notes in the event of a default by the Cayman Islands Branch in performing any of its obligations (including payment obligations) thereunder.
Duties of Directors. The identity of the directors is an obvious requirement. It is good practice to specify areas of responsibility. The details of the terms ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . It is certain that shareholders will not see each other's roles in the same light. You may wish to set out precise allocation of specific duties so that it is clear that only Xxxx looks after the Australian branch or only Xxxx buys steel. It also prevents one shareholder-director ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Duties of Directors. Each member of the Board shall have fiduciary duties identical to those of directors of a business corporation organized under the General Corporation Law of the State of Delaware; provided, however, that the Members acknowledge and agree that the enforcement or exercise by the Investor Member of any of its rights under Section 8.1, Section 8.2 or Section 8.4 shall in no event constitute a violation of the fiduciary duties of the Investor Director(s) or the Investor Member, which are hereby disclaimed in all respects with respect thereto. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the Board, otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of the Board.
Duties of Directors. The Directors must manage or supervise the management of the business of the Co-op in accordance with the responsibilities, duties, and powers set out in the Act, the Memorandum of the Co-op and these Rules and may exercise all the powers of the Co-op that are not required by the Act or the Rules to be exercised by the members.
Duties of Directors. (a) Notwithstanding anything in this Agreement or in the Act to the contrary, a person, in performing his duties and obligations as a Director under this Agreement, shall be entitled to act or omit to act at the direction of the Member(s) that designated such person to serve on the Board of Directors, considering only such factors, including the separate interests of the designating Member(s), as such Director or Member(s) choose to consider, and any action of a Director or failure to act, taken or omitted in good faith reliance on the foregoing provisions shall not, as between the Company and the other Member(s), on the one hand, and the Director or Member(s) designating such Director, on the other hand, constitute a breach of any duty (including any fiduciary or other similar duty, to the extent such exists under the Act or any other applicable law, rule or regulation) on the part of such Director or Member(s) to the Company or any other Director or Member of the Company.
(b) The Members (and the Members on behalf of the Company) hereby:
(i) agree that (A) the terms of this Section 4.11, to the extent that they modify or limit a duty or other obligation, if any, that a Director may have to the Company or any another Member under the Act or other applicable law, rule or regulation, are reasonable in form, scope and content; and (B) the terms of this Section 4.11 shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Director may have to the Company or another Member, under the Act or any other applicable law, rule or regulation; and
(ii) waive any duty or other obligation, if any, that a Member may have to the Company or another Member, pursuant to the Act or any other applicable law, rule or regulation, to the extent necessary to give effect to the terms of this Section 4.11.
(c) The Members, including Management Members, on behalf of the Company, acknowledge, affirm and agree that (i) the Investor Members would not be willing to make an investment in the Company, and no person designated by any of the Investor Members to serve on the Board of Directors would be willing to so serve, in the absence of this Section 4.11, and (ii) they have reviewed and understand the provisions of §§18-1101(b) and (c) of the Act.
Duties of Directors. Subject to the provisions contained in Section 7.3(i) hereof, the Board of Directors shall, in considering any proposed action or inaction with respect to the Notes (including any substitute therefor) to the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, take into account the interest of both the Company Preferred Securityholders and TECO, as Securityholder of the Company Common Securities. No member of the Board of Directors shall have any liability to any Company Preferred Securityholder or the Company for not voting to take any enforcement action under the Notes in the event of a default by TECO in performing any of its obligations (including payment obligations) thereunder.
