General Authority of the Board; Size and Composition Sample Clauses

General Authority of the Board; Size and Composition. (i) The Board shall have complete authority and exclusive control over the management of the business and affairs of the LLC, which authority may be delegated in part as provided in Section 5.1(b). Unless this Agreement or the Act expressly requires the approval of one or more Members, the Board may take any action without the approval of any Member. The Board shall have all the rights and powers which may be possessed by a group of Managers under the Act and this Agreement and all additional rights and powers as are otherwise conferred by law or which are necessary, proper, advisable or convenient to the discharge of its duties and obligations under this Agreement. The total number of Directors shall be seven (7) or such larger number as may be approved by the Board. As of the date of this Agreement, Xxxxxxx Xxxxxxx, Xxxxxxx Xxxxxxx, Xxxxx X. Xxxxxxxx, Xxxx Xxxxxx, Xxxxxxx Xxxxxx, Xxxxxxx X. Xxxxxxx and Xxxxxx Xxxxx are the Directors of the LLC.
Sample 1
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General Authority of the Board; Size and Composition. (i) The Board shall have complete authority and exclusive control over the management of the business and affairs of the Company, which authority may be delegated in part as provided in Section 5.1(b). Unless this Agreement or the Act expressly requires the approval of one or more Members, the Board may take any action without the approval of any Member. The Board shall have all the rights and powers which may be possessed by a group of managers under the Act and this Agreement and all additional rights and powers as are otherwise conferred by law or which are necessary, proper, advisable or convenient to the discharge of its duties and obligations under this Agreement.
Sample 1
General Authority of the Board; Size and Composition. Subject to the provisions of this Agreement (including, without limitation, Sections 5.2 and 5.3(a)(ii)) and any non-waivable provisions of the Act or other applicable law, the Board shall have complete authority and exclusive control over the management of the business and affairs of the LLC and may take any action without the approval of any Member. Decisions or actions relating to the LLC that are made or approved by the Board of Directors (or, with respect to matters requiring a vote, consent or other action of the Members hereunder or pursuant to non-waivable provisions of the Act or other applicable law, by the Members) in accordance with this Agreement shall constitute decisions or actions by the LLC and shall be binding on each Member, Director, Officer and employee of the LLC. Except as may be expressly provided otherwise elsewhere in this Agreement, no Member (in its capacity as such) shall have any right, power or authority to act for or on behalf of the LLC, to do any act that would be binding on the LLC, or to incur any expenditures on behalf of the LLC. The number of Directors shall be fixed from time to time by the Members holding a majority of Units entitled to vote, voting together as a single class; provided, however, the number of Directors as of the date hereof shall be three (3). The individuals serving as Directors as of the date hereof are Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxxxxx and Xxxxx Xxxxxxx. Each Director shall serve until his successor is duly appointed or until his earlier death, resignation or removal. Any Director may be removed for any reason by Members then holding a majority of the Units then outstanding and entitled to vote. Vacancies on the Board shall be filled by Members then holding a majority of the Units then outstanding and entitled to vote or, if any Person is entitled to designate such Director, then by such Person.
Sample 1

Related to General Authority of the Board; Size and Composition

  • 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.

  • Composition of the Board At and following the Closing, each of the Partners and the Sponsor, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the Board to be comprised of eleven (11) directors nominated in accordance with this Article II, initially consisting of (i) seven (7) of whom have been nominated by the Partners, and thereafter designated pursuant to Section 2.1(b) or Section 2.1(d) of this Investor Rights Agreement (each, a “Partner Director”), at least four (4) of whom shall satisfy all applicable independence requirements (including at least two (2) of whom shall be sufficiently independent to serve on the audit and compensation committees of the Board), (ii) three (3) of whom have been nominated by the Sponsor, and thereafter designated pursuant to Section 2.1(c) or Section 2.1(d) of this Investor Rights Agreement (each, a “Sponsor Director”), at least one (1) of whom shall satisfy all applicable independence requirements (including being sufficiently independent to serve on the audit committee of the Board as a chair and the compensation committee as a member), and (iii) one (1) of whom has been jointly nominated by the mutual agreement of Sponsor and the Partners (the “Joint Director”), which Joint Director shall satisfy all applicable independence requirements. At and following the Closing, each of the Sponsor and the Partners, severally and not jointly, agrees to take, for so long as such Party holds of record or beneficially owns any Registrable Securities, all Necessary Action to cause the foregoing directors to be divided into three (3) classes of directors, with each class serving for staggered three (3) year terms. The initial term of the Class I directors shall expire immediately following PubCo’s 2022 annual meeting of stockholders at which directors are elected. The initial term of the Class II directors shall expire immediately following PubCo’s 2023 annual meeting of stockholders at which directors are elected. The initial term of the Class III directors shall expire immediately following PubCo’s 2024 annual meeting at which directors are elected.

  • Board Composition and Board Designations The Company shall ensure that: (i) the qualifications of the persons serving as members of the Board of Directors and the overall composition of the Board comply with the Sxxxxxxx-Xxxxx Act, with the Exchange Act and with the listing rules of the Exchange or any other national securities exchange, as the case may be, in the event the Company seeks to have its Public Securities listed on another exchange or quoted on an automated quotation system, and (ii) if applicable, at least one member of the Audit Committee of the Board of Directors qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange.

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