Duties of Directors and Members Sample Clauses

Duties of Directors and Members. The Directors shall owe the same fiduciary duty to the Company, the Members and Assignees as directors of a corporation owe to such corporation and its stockholders under Delaware law. The Members and Assignees shall have no duties, fiduciary or otherwise, to the Company or any other Member or Assignee, in each case, other than to comply with the contractual covenant of good faith and fair dealing in complying with any contractual obligations applicable hereunder in accordance with Section 18-1101(e) of the Act. Other than as expressly and specifically provided herein, it is not intended that any provision or principle of the General Corporation Law of the State of Delaware (or any successor statute thereto) be incorporated into this Agreement. Without limiting the generality of the foregoing, except as expressly and specifically provided herein, the applicability of the General Corporation Law of the State of Delaware (or any successor statute thereto), or any provision thereof, is hereby disclaimed.
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Duties of Directors and Members. (a) Except as otherwise provided in Section 3.4(b), Section 3.4(c) and Section 3.6: (i) no Member or any of its present or future Affiliates or any of their respective stockholders, partners, members, directors, managers, officers or employees (each a “Member Related Party”) shall be expressly or impliedly restricted or prohibited by virtue of this Agreement or the relationships created hereby from engaging in other activities or business ventures of any kind or character whatsoever; (ii) each Member and any Member Related Party shall have the right to conduct, or to possess a direct or indirect ownership interest in, activities and business ventures of every type and description; (iii) no Member or any Member Related Party shall be obligated by virtue of this Agreement to present any particular business opportunity to the Company; (iv) each Member and Member Related Party shall have the right to take or pursue any such opportunity for its own account (individually or as a partner, member, stockholder, fiduciary or otherwise) or to present or recommend it to any third party; and (v) neither the Company nor any Member shall have any rights or claims by virtue of this Agreement or the relationships created hereby in any activities or business ventures of (i) in the instance of the Company, a Member or any Member Related Party, or (ii) in the instance of a Member, another Member or such other Member’s Member Related Party (it being expressly understood and agreed that any and all such rights and claims are hereby irrevocably waived by each Member on its behalf and on behalf of the Company). (b) The Members (in their own names and in the name and on behalf of the Company), subject to and except as provided in Section 3.6: (i) agree that (A) the terms of this Section 3.4, to the extent that they modify or limit a duty or other obligation, if any, that a Member Related Party may have to the Company or any other Member under the Act or other applicable law are reasonable in form, scope and content; (B) the terms of this Section 3.4 are expressly intended to restrict the duties, including any fiduciary or similar duties, of a Member Related Party to the Company and the Members, as permitted by the Act and applicable law; and (C) the terms of this Section 3.4 shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Member Related Party may have to the Company or another Member, under the Act or any other applicable law; (ii) wai...
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Duties of Directors and Members. (a) To the fullest extent allowed by applicable Law, including §§ 18-1101(b) and (c) of the Act, except as provided in this Agreement or in any other agreement between or among the Company or any Specified Persons, no Director, Member or Affiliate of any Member (the “Specified Persons”) shall (x) owe any fiduciary duties to the Company or any Subsidiary of the Company or to any other Member or its Affiliates or (y) owe any other duties or have any other obligations to the Company or any Subsidiary of the Company or to any other Member or its Affiliates, including in the case of both clause (x) and (y) any duty or obligation (i) to offer business opportunities to the Company or any Subsidiary of the Company, (ii) to refrain from pursuing business opportunities that may have a competitive impact upon the Company or any Subsidiary of the Company or (iii) to refrain from taking any other action that will or may be detrimental to the Company or any Subsidiary of the Company, and none of the Specified Persons shall, by virtue of the relationship established pursuant to this Agreement, their ownership of Units or participation in management of the affairs of the Company, have any other obligations to take or refrain from taking any other action that may impact the Company or any Subsidiary of the Company. (b) To the fullest extent allowed by applicable Law, except as provided in this Agreement or in any other agreement between or among the Company and any Specified Persons, each Specified Person shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type and description, and none of the same shall constitute a breach of this Agreement or any duty, fiduciary or otherwise, expressed or implied by Law to any Specified Person. For the avoidance of doubt, except as provided in this Agreement or in any other agreement between or among the Company or any Subsidiary of the Company and any Specified Persons, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Specified Person. In addition, the Members acknowledge and agree that the Company may engage in business transactions with Members and their Affiliates, so long as such agreements are not materially less favorable than could be obtained on an arms-length basis from unaffiliated Persons. Notwithstanding the foregoing, no Specified Person may use i...
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Related to Duties of Directors and Members

  • POWERS AND DUTIES OF DIRECTORS Subject to the Companies Act, these Articles and to any resolutions passed in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (ii) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of any such absent or disqualified member. (iii) Any such committee, to the extent provided in the resolution of the Board, and subject to, in all cases, Sections 9(j) and 10, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board. Each committee shall keep regular minutes of its meetings and report the same to the Board when required.

  • Resignations of Directors Any directors of the Company, other than those identified on Schedules 2.1, shall have resigned as directors of the Company.

  • Expenses of Directors The Company shall promptly reimburse in full, each director of the Company who is not an employee of the Company for all of his reasonable out-of-pocket expenses incurred in attending each meeting of the Board of Directors of the Company or any Committee thereof.

  • Appointment of Directors Immediately upon the Effective Time, Parent shall, in accordance with Section 2.3(d), accept the resignations and cause the appointments of those officers and directors of Parent identified in Exhibit C hereto, subject to any notice and waiting period requirements of federal law. At the first annual meeting of Parent’s stockholders and thereafter, the election of members of Parent’s Board of Directors shall be accomplished in accordance with the by-laws of Parent.

  • Resignations of Directors and Officers The persons holding the positions of a director or officer of the Company, in office immediately prior to the Effective Time, shall have resigned from such positions in writing effective as of the Effective Time.

  • Nomination of Directors Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect directors, nominations for the election of directors may be made by the Board of Directors, by a committee appointed by the board of directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of directors as provided herein may nominate one or more persons for election as directors at a meeting only if written notice of such stockholder's intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, 120 calendar days in advance of the first anniversary of the date the corporation's proxy statement was released to security holders in connection with the preceding year's annual meeting; PROVIDED, HOWEVER, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of directors, not earlier than the close of business on the 90th day prior to such special meeting and not later than the close of business on the later of the 60th day prior to such special meeting or the tenth (10th) day following the day on which public disclosure is first made of the date of the special meeting and the nominees proposed by the board of directors to be elected at such a meeting. Notwithstanding any of the foregoing to the contrary, in the event that the number of directors to be elected by the Board of Directors of the corporation is increased and there is no public disclosure by the corporation naming the nominees for director or specifying the size of the increased Board of Directors at least seventy (70) days prior to the first anniversary of the date of the preceding year's annual meeting, a

  • Compensation of Directors Directors on the Board shall not be entitled to receive a fee for the director’s services as a director on the Board.

  • Transfer to Directors and Senior Officers (1) You may transfer escrow securities within escrow to existing or, upon their appointment, incoming directors or senior officers of the Issuer or any of its material operating subsidiaries, if the Issuer’s board of directors has approved the transfer. (2) Prior to the transfer the Escrow Agent must receive: (a) a certified copy of the resolution of the board of directors of the Issuer approving the transfer; (b) a certificate signed by a director or officer of the Issuer authorized to sign, stating that the transfer is to a director or senior officer of the Issuer or a material operating subsidiary and that any required approval from the Canadian exchange the Issuer is listed on has been received; (c) an acknowledgment in the form of Schedule “B” signed by the transferee; (d) copies of the letters sent to the securities regulators described in subsection (3) accompanying the acknowledgement; and (e) a transfer power of attorney, completed and executed by the transferor in accordance with the requirements of the Issuer’s transfer agent. (3) At least 10 days prior to the transfer, the Issuer will file a copy of the acknowledgement with the securities regulators in the jurisdictions in which it is a reporting issuer.

  • Directors and Executive Officers The corporation shall indemnify its directors and executive officers (for the purposes of this Article XI, “executive officers” shall have the meaning defined in Rule 3b-7 promulgated under the 0000 Xxx) to the extent not prohibited by the DGCL or any other applicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors and executive officers; and, provided, further, that the corporation shall not be required to indemnify any director or executive officer in connection with any proceeding (or part thereof) initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested in the corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

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