Common use of General Powers of the Board of Directors Clause in Contracts

General Powers of the Board of Directors. The property, affairs and business of the Company shall be managed by or under the direction of the Board of Directors, except as otherwise expressly provided in this Agreement. In addition to the powers and authority expressly conferred on it by this Agreement, the Board of Directors may exercise all such powers of the Company and do all such lawful acts and things as are permitted by the LLC Act and the Certificate of Formation. Each Director shall be a “manager” (as such term is defined in the LLC Act) of the Company but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Except as such power is delegated pursuant to Section 5.12, no Director acting alone, or with any other Directors, shall have the power to act for or on behalf of, or to bind the Company. For the avoidance of doubt, none of the Directors designated by a Government Member pursuant to Section 5.3(c) shall be beholden to (or required to consult with) such Government Member or required to exercise any power or authority conferred on such Directors or cast any particular vote on any matter before the Board of Directors, in each case, other than as set forth in the LLC Act and this Agreement, and US Treasury shall have no right to replace such Directors or select such Director’s replacement.

Appears in 3 contracts

Samples: LLC Operating Agreement, Operating Agreement (Chrysler Group LLC), Operating LLC Agreement

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General Powers of the Board of Directors. The property, affairs and business of the Company shall be managed by or under the direction of the Board of Directors, except as otherwise expressly provided in this Agreement. In addition to the powers and authority expressly conferred on it by this Agreement, the Board of Directors may exercise all such powers of the Company and do all such lawful acts and things as are permitted by the LLC Act and the Certificate of Formation. Each Director shall be a "manager" (as such term is defined in the LLC Act) of the Company but, notwithstanding the foregoing, no Director shall have any rights or powers beyond the rights and powers granted to such Director in this Agreement. Except as such power is delegated pursuant to Section 5.12, no Director acting alone, or with any other Directors, shall have the power to act for or on behalf of, or to bind the Company. For the avoidance of doubt, none of the Directors designated by a Government Member pursuant to Section 5.3(c5.3 (c) shall be beholden to (or required to consult with) such Government Member or required to exercise any power or authority conferred on such Directors or cast any particular vote on any matter before the Board of Directors, in each case, other than as set forth in the LLC Act and this Agreement, and US Treasury shall have no right to replace such Directors or select such Director’s 's replacement.

Appears in 1 contract

Samples: Shareholders Agreement

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