Exercise of Management Sample Clauses

Exercise of Management. Except as otherwise provided in this Agreement, the overall day to day administration of the business and affairs of the Company shall be vested in the Manager who shall make all administrative decisions affecting Company affairs. The Manager, or any other Member to the extent of its authorization, or, if there is no Manager, then the Members by Consent, may from time to time, by an instrument in writing, delegate all or any of its powers or duties hereunder to another Member or any other Person. Such writing shall fully authorize such other Member or Person to act alone without requirement of another act or signature of the delegating Member(s) to take any action of any type and to do anything and everything which the delegating Member(s) may do, except insofar as said delegation may be limited to certain acts or activities.
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Exercise of Management. The overall management and control of the business, assets and affairs of the Partnership shall be vested in the General Partner and, subject to the specific limitations and restrictions set forth in this Article V and in Article IV hereof, the General Partner, in extension of and not in limitation of the powers given it by law, shall have full, exclusive and complete charge of the management of the business of the Partnership in accordance with its purpose stated in Section 2.5 hereof; provided, however, the General Partner shall not cause the Partnership to enter into any contracts for services having a term in excess of one year without the consent of the Special Limited Partner, which consent shall not be unreasonably withheld. Neither the Special Limited Partner nor any other Limited Partner shall take part in the management or control of the business of the Partnership or have authority to bind the Partnership. Notwithstanding the foregoing, the provisions of this Section 5.1.A shall not limit the exercise by the Special Limited Partner of any and all of the rights granted to it under this Agreement. The Managing General Partner (if at the time more than one Person constitutes the Managing General Partner) shall act by vote of a majority in interest of the Persons constituting the Managing General Partner, except where otherwise specified herein. If at any time there is no Managing General Partner, the General Partners shall act by vote of a majority in interest of the General Partners, except where otherwise specified herein. Any General Partner, to the extent of its authorization, may from time to time, by an instrument in writing delegate all or any of its powers or duties hereunder to another General Partner. Such writing shall fully authorize such other General Partner to act alone without requirement of any other act or signature of the delegating General Partner, to take any action of any type and to do anything and everything which the delegating General Partner may be authorized to take or do hereunder except insofar as said delegation may be limited to certain acts or activities; provided, however, that any such delegation shall not relieve the delegating General Partner of its obligations or liabilities under its Agreement. Each obligation of the General Partners under this Agreement shall be the joint and several obligation of each General Partner and each such obligation shall survive any withdrawal of a General Partner pursuant to Artic...
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Exercise of Management. Control with Respect to Mezzanine Loans. Anything contained in the TPG/CalSTRS LLC Agreement to the contrary notwithstanding, TPG and CalSTRS agree that the following shall apply with respect to the borrower’s or guarantor’s interest in the Mezzanine Loans, but only during the period that CNP Investor is the holder of the Mezzanine Loans: 7.3.1 TPG shall be designated to act on behalf of TPG/CalSTRS in connection with all matters related to the Mezzanine Loans. Decisions of TPG/CalSTRS relating to the Mezzanine Loans shall not require any approval of CalSTRS or its representatives. 7.3.2 The Representatives of CalSTRS to the Management Committee of TPG/CalSTRS shall not be entitled to take any action or exercise any right or remedy on behalf of TPG/CalSTRS related to the actions of Senior Mezzanine Borrower or Junior Mezzanine Borrower under the Mezzanine Loans, including but not limited to participating in any decisions or actions of TPG/CalSTRS with respect to the Mezzanine Loans or participating in any Management Committee discussions or decisions that relate to the Mezzanine Loans. 7.3.3 TPG acting alone shall have the right and authority, on behalf of the TPG Parties, to (i) negotiate and agree to the terms and provisions of any supplements, modifications or amendments to the Mezzanine Loan Documents; (ii) exercise any rights or remedies, make any elections, give any notices and take any actions authorized or required of any of the TPG Parties under the Mezzanine Loan Documents; (iii) institute and settle legal proceedings and/or take any other action necessary or appropriate to enforce the rights, exercise the remedies and protect the interests of the TPG Parties under the Mezzanine Loan Documents; and (iv) make any and all decisions and take any and all actions on behalf of the TPG/CalSTRS in connection with the Mezzanine Loan. Nothing in this Section 7.3 shall affect the rights of CNP Investor and CalSTRS as Lender.
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Exercise of Management. The General Partner shall manage the day to day affairs of the Partnership subject to the terms and provisions of this Agreement. The General Partner shall have complete and exclusive control over the management of the Partnership's business and affairs in accordance with the business of the Partnership set forth in Section 2.6 hereof, and, except as otherwise specifically provided in this Agreement, the General Partner shall have the right, power and authority on behalf of the Partnership and in its name, to exercise all of the rights, powers and authority of a partner of a partnership without limited partners. In addition, the General Partner shall formulate all substantial policy decisions with respect to the Partnership. Except as otherwise specifically provided in this Agreement, no Limited Partner, as such, shall take part in the management or control of the business of the Partnership or have authority to bind the Partnership.
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Exercise of Management. A. The overall management and control of the business, assets and affairs of the Partnership shall be vested in the General Partners and, subject to the specific limitations and restrictions set forth in this Article 5, the General Partners, in extension of and not in limitation of the powers given them by law, shall have full, exclusive and complete charge of the management of the business of the Partnership in accordance with its purpose stated in Section 2.5 hereof, except as otherwise set forth in this Agreement. Neither the Administrative Limited Partner nor the Investor Limited Partner shall take part in the management or control of the business of the Partnership or have authority to bind the Partnership. B. If at any time more than one Person constitutes the General Partners, then the General Partners shall act by vote of a all such Persons. C. Any General Partner, to the extent of its authorization, may from time to time, by an instrument in writing, delegate all or any of its powers or duties hereunder to another General Partner. Such writing shall fully authorize such other General Partner to act alone without requirement of any other act or signature of the delegating General Partner, to take any action of any type and to do anything and everything which the delegating General Partner may be authorized to take or do hereunder except insofar as said delegation may be limited to certain acts or activities; provided, however, that any such delegation shall not relieve the delegating General Partner of its obligations or liabilities under this Agreement. D. Each obligation of the General Partners under this Agreement shall be the joint and several obligation of each General Partner and each such obligation shall survive any withdrawal of a General Partner pursuant to Article 11 hereof.
Sample 1
Exercise of Management. The Managing General Partner is required by the Partnership to materially participate in the operations and management of the Partnership as follows: A. The Managing General Partner shall be the "managing general partner" of the Partnership, as such term is used in Section 214(g) of the California Revenue and Taxation Code, as amended, and as further defined in the rules and regulations of the California State Board of Equalization (the "BOE"), as amended from time to time, specifically, BOE Property Tax Rule 140.1(a) and (b) (as amended from time to time, the "Property Tax Rules"). Except as otherwise set forth in this Agreement, the Managing General Partner, within the authority granted to it under this Agreement, shall have "Material Participation" (as defined in BOE Property Tax Rule 140.1) in the control, management and direction of the business of the Partnership for the purposes stated in Section 1.4 of this Agreement, and shall manage and control the affairs of the Partnership to the best of its ability and use its best efforts to carry out the purpose of the Partnership. In so doing, the Managing General Partner shall take all actions necessary or appropriate to protect the interests of the Partners and of the Partnership. The Limited Partner shall not take part in the management or control of the business of the Partnership and/or the Properties or have authority to bind the Partnership. B. In addition to any other duties and obligations of the Managing General Partner under this Agreement, but subject to the other provisions of this Agreement, the Managing General Partner shall perform, and in fact does perform, at least five (5) of the following "Substantial Management Duties" (as defined in BOE Property Tax Rule 140.1(a)(10)) on behalf of the Partnership, all to be performed by the Managing General Partner in accordance with customary standards in the industry, using its commercially reasonable efforts, at the expense of the Partnership within the approved annual operating budget, with respect to the overall development of the Properties, all to be carried out in accordance with this Agreement: i. rent, maintain and repair the Properties, or if such duties are delegated to a property management agent, participate in the hiring and overseeing the work of such agent; ii. participate in hiring and overseeing the work of all persons necessary to provide services for the management and operation of the Partnership; iii. execute and enforce all cont...
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Related to Exercise of Management

  • Exercise of ISO If this Option qualifies as an ISO, there will be no regular federal income tax liability upon the exercise of the Option, although the excess, if any, of the Fair Market Value of the Shares on the date of exercise over the Exercise Price will be treated as an adjustment to the alternative minimum tax for federal tax purposes and may subject the Optionee to the alternative minimum tax in the year of exercise.

  • Exercise of Powers All of the powers, remedies and rights of the Collateral Agent as set forth in this Agreement may be exercised by the Collateral Agent in respect of any Security Document as though set forth in full therein and all of the powers, remedies and rights of the Collateral Agent as set forth in any Security Document may be exercised from time to time as herein and therein provided.

  • Exercise of Put Option Each Paying Agent shall make available to Noteholders during the period specified in Condition 8(g) (Redemption and Purchase – Redemption at the option of Noteholders (Investor Put)) or Condition 8(h) (Redemption and Purchase – Redemption or Purchase at the option of the Noteholders on a Put Event (Change of Control Put)) for the deposit of Put Option Notices forms of Put Option Notice upon request during usual business hours at its Specified Office. Upon receipt by a Paying Agent of a duly completed Put Option Notice and, in the case of a Put Option Notice relating to Definitive Notes or Individual Note Certificates, such Definitive Notes and Individual Note Certificates in accordance with Condition 8(g) (Redemption and Purchase – Redemption at the option of Noteholders (Investor Put)) or Condition 8(h) (Redemption and Purchase – Redemption or Purchase at the option of the Noteholders on a Put Event (Change of Control Put)), as applicable, such Paying Agent shall notify the Issuer, the Guarantor and (in the case of a Paying Agent other than the Fiscal Agent) the Fiscal Agent thereof indicating the certificate or serial numbers (if any) and principal amount of the Notes in respect of which the Put Option is exercised. Any such Paying Agent with which a Definitive Note or Individual Note Certificate is deposited shall deliver a duly completed Put Option Receipt to the depositing Noteholder and shall hold such Definitive Note or Individual Note Certificate on behalf of the depositing Noteholder (but shall not, save as provided below or in the Conditions, release it) until the Optional Redemption Date (Put), when it shall present such Definitive Note or Individual Note Certificate to itself for payment of the redemption moneys therefor and interest (if any) accrued to such date in accordance with the Conditions and Clause 8 (Payments to Noteholders) and pay such amounts in accordance with the directions of the Noteholder contained in the Put Option Notice; provided, however, that if, prior to the Optional Redemption Date (Put), such Definitive Note or Notes evidenced by such Individual Note Certificate become immediately due and payable or upon due presentation of such Definitive Note or Individual Note Certificate payment of such redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall, in the case of a Definitive Note, hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt and, in the case of an Individual Note Certificate, mail such Note Certificate by uninsured post to, and at the risk of, the Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice. For so long as any outstanding Definitive Note is held by a Paying Agent in accordance with the preceding sentence, the depositor of the relevant Definitive Note, and not the relevant Paying Agent, shall be deemed to be the bearer of such Definitive Note for all purposes. Any Paying Agent which receives a Put Option Notice in respect of Notes represented by a Permanent Global Note or a Global Registered Note shall make payment of the relevant redemption moneys and interest accrued to the Optional Redemption Date (Put) in accordance with the Conditions, Clause 8 (Payments to Noteholders) and the terms of the Permanent Global Note or Global Registered Note, as the case may be.

  • Exercise of power 16.5.1 The failure, delay, relaxation or indulgence by a party in exercising a power or right under this agreement is not a waiver of that power or right. 16.5.2 An exercise of a power or right under this agreement does not preclude a further exercise of it or the exercise of another right or power.

  • Exercise of Call Option 3.1 During the Call Option Period, PCCW may exercise the Call Option by delivering to PubCo a written notice (the “Call Notice”) specifying the principal amount of the Call Option Note it elects to subscribe for (such principal amount, the “Call Option Note Amount”). 3.2 On the fifth (5th) Business Day following the delivery of a Call Notice (or such other date as may be mutually agreed between PubCo and PCCW) (such date, the “Call Option Closing Date”), (a) PCCW shall deliver or cause to be delivered to PubCo one or more payment references for US$ CHATS (or such other payment references mutually agreed between PubCo and PCCW) in connection with the payment of the Call Option Note Amount to PubCo’s designated bank account (details of which shall be provided by PubCo to PCCW in writing at least three (3) Business Days before the Call Option Closing Date). (b) PubCo shall (i) issue and deliver to PCCW a Call Option Note in favour of PCCW payable in the principal amount of the Call Option Note Amount, together with a certified copy of the register of holders of the Call Option Notes as at such Call Option Closing Date, and (ii) issue and deliver to PCCW such number of Class A Ordinary Shares as determined in accordance with Section 2.1(b), and cause such Class A Ordinary Shares to be registered in book entry form and registered in PubCo’s share register or register of members (as applicable) in PCCW’s name. 3.3 The Class A Ordinary Shares issued to PCCW upon any exercise of the Call Option shall: (a) be credited as fully paid, (b) have the rights set out in the PubCo Charter relating to Class A Ordinary Shares; and (c) rank pari passu in all respects with those Class A Ordinary Shares in issue on the Call Option Closing Date. 3.4 No fractions of a Class A Ordinary Share shall be issued on the exercise of the Call Option. If, by reason of any provisions in this Agreement, PCCW would otherwise be entitled, upon the exercise of the Call Option, to receive a fractional interest in a Class A Ordinary Share, PubCo shall, upon such exercise, round down the number of the Class A Ordinary Shares to be issued to PCCW to the nearest whole number. 3.5 Each of the Class A Ordinary Shares acquired by PCCW (or its permitted transferees) pursuant to this Agreement during the Lock-Up Period (as defined in the Company Shareholders Support Agreement) shall be subject to the lock-up restrictions and other provisions of the Company Shareholders Support Agreement.

  • Exercise of the Purchase Rights The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, and in no event later than twenty-one (21) days thereafter, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the "Acknowledgment of Exercise") indicating the number of shares which remain subject to future purchases, if any. The Exercise Price may be paid at the Warrantholder's election either (i) by cash or check, or (ii) by surrender of Warrants ("Net Issuance") as determined below. If the Warrantholder elects the Net Issuance method, the Company will issue Preferred Stock in accordance with the following formula: X = Y(A-B) ------ A Where: X = the number of shares of Preferred Stock to be issued to the Warrantholder. Y = the number of shares of Preferred Stock requested to be exercised under this Warrant Agreement. A = the fair market value of one (1) share of Preferred Stock.

  • Exercise of the Warrant Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto. Within three (3) Trading Days following the date of exercise as aforesaid, the Holder shall deliver the aggregate Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier's check drawn on a United States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Trading Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

  • Reservation of Stock, Etc., Issuable on Exercise of Warrant The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of this Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of this Warrant.

  • Reservation of Stock Issuable on Exercise of Warrant The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant.

  • Exercise of the Repurchase Right The Repurchase Right shall be exercisable by written notice delivered to each Owner of the Unvested Shares prior to the expiration of the ninety (90)-day exercise period. The notice shall indicate the number of Unvested Shares to be repurchased and the date on which the repurchase is to be effected, such date to be not more than thirty (30) days after the date of such notice. The certificates representing the Unvested Shares to be repurchased shall be delivered to the Corporation on or before the close of business on the date specified for the repurchase. Concurrently with the receipt of such stock certificates, the Corporation shall pay to Owner, in cash or cash equivalent (including the cancellation of any purchase-money indebtedness), an amount equal to the Purchase Price previously paid for the Unvested Shares to be repurchased from Owner.

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