General Authority of the Board; Size Sample Clauses

General Authority of the Board; Size. The business, property and affairs of the Company shall be managed by a board of managers (the “Board”). The Board shall initially consist of the Manager (Xxxxxx Xxxxxxxxx); and Executive Officers named by the Manager (collectively, the “Managers”). Subject to Section 5.3 and except as otherwise required by the Act, the Board shall have authority, power and discretion to manage and control the business, property and affairs of the Company and its Subsidiaries, to make all decisions regarding those matters and to supervise, direct and control the actions of the Officers and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs. The Members shall have no power to participate in the management of the Company or to vote on any matter, except as specifically set forth in this Agreement, or as may be required under any non-waivable provision of the Act. Without limiting the foregoing, subject to the approval of the Members required under this Agreement or non-waivable provisions of the Act, the Board shall have the authority to cause the Company to take the following actions, and the Company shall not, nor shall it permit any Subsidiary to, without approval of the Board, take any of the following actions: (i) own any units or other securities of any Person unless it is wholly owned by the Company; (ii) make any loan or advance to any Person, including, without limitation, any employee or director of the Company or any Subsidiary, except advances and similar expenditures in the ordinary course of business; (iii) incur or guarantee, directly or indirectly, any indebtedness, except for trade accounts of the Company or any Subsidiary arising in the ordinary course of business; (iv) make any non-Company related investment, other than investments in prime commercial paper, money market funds, certificates of deposit in any United States bank having a new worth in excess of $100,000,000 or obligations issued or guaranteed by the United States of America, in each case having a maturity not in excess of two years; (v) approve the Company’s annual budget for any Fiscal Year; (vi) approve any unbudgeted capital expenditure by the Company or any Subsidiary in excess of $100,000, individually or in the aggregate; (vii) initiate, settle or compromise any suit, action, arbitration or other proceeding (whether administrative, civil or criminal, in law or in equity, or before a governmental authority or priva...
Sample 1
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General Authority of the Board; Size. The business, property and affairs of the LLC shall be managed by a board of managers (the “Board”). The Board shall initially consist of five (5) individuals designated pursuant to Section 5.1(b) (each a “Manager”). The Board shall have full, complete and exclusive authority, power and discretion to manage and control the business, property and affairs of the LLC and the Subsidiaries, to make all decisions regarding those matters and to supervise, direct and control the actions of the Officers and to perform any and all other actions customary or incident to the management of the LLC’s business, property and affairs. The Members shall have no power to participate in the management of the LLC or to vote on any matter, except as specifically set forth in this Agreement, or as may be required under the Act. The Managers of the LLC shall be the only members of the board of managers of Firebird Research (the “Firebird Research Board”). The Board shall make all determinations on voting the LLC’s membership interest in Firebird Research with respect to any matter to come before the members of Firebird Research for a vote.
Sample 1
General Authority of the Board; Size. The business, property and affairs of the Company shall be managed by a board of managers (the “Board,” with each member of the Board a “Manager,” and collectively, the “Managers”). The Board shall initially be set at five (5) members, and such members shall be elected by the Members as set forth in this Section 6.1(a). Subject to Section 6.3 and except as otherwise required by the Act, the Board shall have authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters and to supervise, direct and control the actions of the Officers and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs. The Members shall have no power to participate in the management of the Company or to vote on any matter, except as specifically set forth in this Agreement, or as may be required under non-waivable provision of the Act. Holders of Profits Interest Units shall have no voting rights with respect to such Profits Interest Units. The Managers, subject to the next succeeding sentence, shall be designated as follows: (i) So long as the holders of Series Seed Preferred Units have purchased at least 482,445Series Seed Preferred Units (the “Investment Threshold”), one individual designated by the holders of a majority of the Series Seed Preferred Units; provided, that the right of the holders of the Series Seed Preferred Units to designate a Manager pursuant to this Section 6.1(a)(i) shall cease upon the holders of Series Seed Preferred Units holding less than 25% of the Investment Threshold; (ii) Until such time as the holders of Series Seed Preferred Units shall have purchased more than 1,929,781 Series Seed Preferred Units, one individual designated by the holders of a majority of voting interests of the Common Units; and following such time as the holders of Series Seed Preferred Units shall have purchased more than 1,929,781 Series Seed Preferred Units, such individual shall instead be designated by the holders of a majority of the Series Seed Preferred Units; provided, that the right of the holders of the Series Seed Preferred Units to designate a Manager pursuant to this Section 6.1(a)(ii) shall cease upon the holders of Series Seed Preferred Units holding less than 964,890 of Series Seed Preferred Units; (iii) one individual designated by Xxxxxx Xxxxx (the “Founder”); (iv) one individual designated by vote of the h...
Sample 1
General Authority of the Board; Size. The business, property and affairs of the Company shall be managed by a board of managers (the “Board”). The Board shall initially consist of 3 designees, who shall initially be Xxxx Xxxxxx, Xxxxxxxx Xxxxxxxx and Xxxx Xxxxxxxxx (each a “Manager” and collectively, the “Managers”). Any Manager may be removed from the Board upon the written consent of the Requisite Members. Any vacancy on the Board shall be filled upon the vote or written consent of either the Requisite Members or the other Managers then serving on the Board. Subject to Section V.3 and except as otherwise required by the Act, the Board shall have authority, power and discretion to manage and control the business, property and affairs of the Company, to make all decisions regarding those matters and to supervise, direct and control the actions of the Officers and to perform any and all other actions customary or incident to the management of the Company’s business, property and affairs. The Members shall have no power to participate in the management of the Company or to vote on any matter, except as specifically set forth in this Agreement, or as may be required under non-waivable provision of the Act.
Sample 1

Related to General Authority of the Board; Size

  • Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Authority of the Committee The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Authority of the Company To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

  • Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.

  • General Authority 17 Section 6.02.

  • Authority of Board Nothing contained in this Section 4 shall limit the authority of the Board to take such other action to the extent permitted by law as it deems necessary or advisable to preserve the Company’s status as a non-reporting company under the Exchange Act.

  • General Authority of the Collateral Agent By acceptance of the benefits of this Agreement and any other Collateral Documents, each Secured Party (whether or not a signatory hereto) shall be deemed irrevocably (a) to consent to the appointment of the Collateral Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents.

  • Authority of Committee All determinations made by the Committee with respect to the interpretation, construction and application of any provision of this Agreement shall be final, conclusive and binding on the parties.

  • Authority of the Manager The Manager for, and in the name and on behalf of the Company, is hereby authorized to: (1) execute any and all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the purchase, financing, development, management, operation and disposition of the Company and its property or any portion thereof.; (2) employ on behalf of the Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate; (3) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company and its property; (4) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the foregoing and any matters incident thereto as the Manager may deem advisable or appropriate; (5) xxx and be sued, complain and defend in the name of and on behalf of the Company; (6) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property necessary, convenient or incidental to the accomplishment of the purposes of the Company; (7) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property; (8) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (9) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement; (10) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company; (11) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (12) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, as may be lawfully carried on or performed by a limited liability company under the laws of each State in which the Company is then formed or qualified to do business.

  • AUTHORITY APPROVALS Except as otherwise indicated elsewhere in this Agreement, wherever in this Agreement approvals are required to be given or received by Authority, it is understood that the CEO, or a designee of the CEO, is hereby empowered to act on behalf of Authority.

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