Duties of Members and Directors Sample Clauses

Duties of Members and Directors. Except as otherwise specifically provided in this Agreement, the duties and obligations owed to LLC and to the Members by the Directors and officers of LLC, and any such duties that may be owed by any Member or by any Affiliates of any Member, shall be
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Duties of Members and Directors. Except as otherwise specifically provided in this Agreement, the duties and obligations owed to IOC and to the Members by the directors and officers of IOC, and any such duties that may be owed by any Member or any Affiliates of any Member, shall be the same as the duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its directors and officers and such duties that may be owed to such corporation by any similarly situated stockholder or affiliate thereof, respectively. To the fullest extent permitted by the Delaware General Corporation Law as the same exists or may hereafter be amended, a Member or a Director shall not be liable to IOC or its Members for monetary damages for a breach of fiduciary duty and any repeal or modification of this Section 1.8(a) shall not adversely affect any right or protection of a Director or Member of IOC existing at the time of such repeal or modification.
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Duties of Members and Directors. Except as otherwise specifically provided in this Agreement, the duties and obligations owed to the Company and to the Members by the Directors and officers of the Company, and any such duties that may be owed by any Member or by any Affiliates of any Member, shall be the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its directors and officers and any such duties that may be owed to such corporation by any similarly situated stockholder or affiliate thereof, respectively.
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Related to Duties of Members and Directors

  • Duties of Officers and Directors Except as otherwise specifically provided in this Agreement, the duties and obligations owed to the Company and to the Board of Directors by the Officers of the Company and by members of the Board of Directors of the Company shall be the same as the respective duties and obligations owed to a corporation organized under the Delaware General Corporation Law by its officers and directors, respectively.

  • COMPENSATION OF DIRECTORS AND MEMBERS OF COMMITTEES Section 1. Directors and associate directors of the Company, other than salaried officers of the Company, shall be paid such reasonable honoraria or fees for attending meetings of the Board of Directors as the Board of Directors may from time to time determine. Directors and associate directors who serve as members of committees, other than salaried employees of the Company, shall be paid such reasonable honoraria or fees for services as members of committees as the Board of Directors shall from time to time determine and directors and associate directors may be employed by the Company for such special services as the Board of Directors may from time to time determine and shall be paid for such special services so performed reasonable compensation as may be determined by the Board of Directors.

  • Rights and Duties of the Board of Managers (a) The Company is a manager-managed limited liability company. Accordingly, management of the affairs of the Company shall be vested in a Board of Managers (the “Board”). The Persons constituting the Board (each, a “Manager”) will be (i) the “managers” of the Company for all purposes under the Act and (ii) the Board for all purposes under this Agreement. The Board will have the power to act only by a majority of the Managers in accordance with the provisions and in the manner specified herein. A person does not need to be a Member to serve on the Board. The Board will initially consist of three members and shall initially consist of, Nxxxx Xxxxxxx, Jxxx Xxxxxxxxx and Exx Xxxxxxxxx as the Independent Manager, who shall serve until they resign or are replaced by a majority of the Board, and new members of the Board shall be appointed by a majority of the Board. Provided, however, the Members holding 66 2/3% of the Voting Shares can vote to remove and replace a Manager for “Cause” in accordance with Section 2.9. The size of the Board may be increased, including, without limitation, in connection with forming a Special Committee, or decreased from time to time by action of the Board.

  • Duties of Managers Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, the Managers 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.

  • Rights and Duties of Members 14.1 Subject to duties and obligations of the Managing Member, it is expressly understood that each Member may engage in any other business or investment, whether or not in direct competition with the business of the Company, and neither the Company nor any other Member shall have any rights in and to said businesses or investments, or the income or profits derived therefrom.

  • 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.

  • Resignation of Officers and Directors The Company shall use all reasonable efforts to obtain and deliver to Parent prior to the Closing the resignation of each officer and director of the Company.

  • Duties of the Corporation a. The Corporation shall furnish to the Distributor copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Class C Shares, and this shall include, upon request by the Distributor, one certified copy of all financial statements prepared for the Corporation by independent public accountants. The Corporation shall make available to the Distributor such number of copies of the Fund's prospectus and statement of additional information as the Distributor shall reasonably request.

  • Resignation of Officer and Director Positions The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying Termination under Section 3 is subject to the Executive resigning from all officer and director positions with all members of the Company Group and the Executive executing any documents the Company may require in connection with the same.

  • Duties of Manager The Manager, at its own expense, shall furnish the following services and facilities to the Trust:

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