General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board of directors.
Appears in 23 contracts
Samples: Merger Agreement (Keypath Education International, Inc.), Merger Agreement (Equitrans Midstream Corp), Merger Agreement (EQT Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board its Board of directorsDirectors.
Appears in 19 contracts
Samples: Merger Agreement (Varagon Capital Corp.), Subscription Agreement (HG Holdings, Inc.), Subscription Agreement (HG Holdings, Inc.)
General Powers. The business and affairs of the corporation Company shall be managed by or under the direction of the a board of directorsmanagers (the “Board of Managers”), which may exercise all such powers of the Company and perform all such lawful acts and things as are not by the Act, the Certificate or Articles of Formation or this Agreement directed or required to be exercised or performed by the Member.
Appears in 16 contracts
Samples: Limited Liability Company Operating Agreement (Wendy's Restaurants, LLC), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.)
General Powers. The business and affairs of the corporation shall be managed by or under the direction of the its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.
Appears in 16 contracts
Samples: Triangular Merger Agreement (Ars Networks Inc), Triangular Merger Agreement (Ars Networks Inc), Stock Purchase Agreement (Globecomm Systems Inc)
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by by, or under the direction of, the Board of the board of directorsDirectors.
Appears in 15 contracts
Samples: Business Combination Agreement (CBRE Acquisition Holdings, Inc.), Stockholders Agreement, Merger Agreement (Avista Healthcare Public Acquisition Corp.)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors.
Appears in 15 contracts
Samples: Restructuring Support Agreement (5E Advanced Materials, Inc.), Agreement and Plan of Merger (Tlgy Acquisition Corp), Merger Agreement (10X Capital Venture Acquisition Corp. III)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board, who may exercise all of directorsthe powers of the Corporation except as otherwise provided by law or the Certificate of Incorporation.
Appears in 9 contracts
Samples: Business Combination Agreement (Goal Acquisitions Corp.), Business Combination Agreement (Goal Acquisitions Corp.), Merger Agreement (TradeUP Acquisition Corp.)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board of directorsBoard, except as otherwise provided by law.
Appears in 9 contracts
Samples: Business Combination Agreement (DHC Acquisition Corp.), Business Combination Agreement (Novus Capital Corp II), Business Combination Agreement (Ivanhoe Capital Acquisition Corp.)
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by by, or under the direction of, the Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the board Corporation and do all such lawful acts and things as are not by statute or by the Certificate of directorsIncorporation or by these Bylaws required to be exercised or done by the stockholders.
Appears in 8 contracts
Samples: Merger Agreement (Scilex Holding Co), Merger Agreement (Denali Capital Acquisition Corp.), Merger Agreement (Scilex Holding Co)
General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the board powers of directorsthe corporation except as otherwise provided by law or the Certificate of Incorporation.
Appears in 8 contracts
Samples: Separation and Distribution Agreement (Inhibrx, Inc.), Agreement and Plan of Merger (MEI Pharma, Inc.), Merger Agreement (Infinity Pharmaceuticals, Inc.)
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by or under the direction of the board Board, which may exercise all such powers of directorsthe Corporation and do all such lawful acts and things as are not by law or by the Certificate directed or required to be exercised or done by the stockholders.
Appears in 8 contracts
Samples: By Laws (ASTROTECH Corp), By Laws (Fibernet Telecom Group Inc\), By Laws (Norwich Acquisition LTD)
General Powers. The business and affairs of the corporation Company shall be managed by or under the direction of the board Board of directorsManagers, which may exercise all such powers of the Company and perform all such lawful acts and things as are not by the Act, the Certificate of Formation or this Agreement directed or required to be exercised or performed by the Member.
Appears in 7 contracts
Samples: Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these by-laws, or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.
Appears in 6 contracts
Samples: Merger Agreement (Neenah Inc), Merger Agreement (KORU Medical Systems, Inc.), Business Combination Agreement (Decarbonization Plus Acquisition Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the board powers of the Corporation except as otherwise provided by law, the Certificate of Incorporation or these By-Laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.
Appears in 6 contracts
Samples: Merger Agreement (Mykrolis Corp), Merger Agreement (Lumera Corp), Merger Agreement (Entegris Inc)
General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the board powers of the corporation except as otherwise provided by law or the Certificate of Incorporation. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.
Appears in 5 contracts
Samples: Loan and Security Agreement (Halozyme Therapeutics Inc), Loan and Security Agreement (Halozyme Therapeutics Inc), Merger Agreement (On Semiconductor Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these by-laws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.
Appears in 5 contracts
Samples: Merger Agreement (Monterey Capital Acquisition Corp), Merger Agreement (Uqm Technologies Inc), Merger Agreement (Cambium Learning Group, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.
Appears in 5 contracts
Samples: Merger Agreement (Hyde Park Acquisition Corp. II), Stock Purchase Agreement (CAI International, Inc.), Stock Purchase Agreement (CAI International, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board of directorsBoard.
Appears in 5 contracts
Samples: Master Reorganization Agreement (New Atlas HoldCo Inc.), Master Reorganization Agreement (Atlas Energy Solutions Inc.), Merger Agreement (FG Merger Corp.)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors.
Appears in 5 contracts
Samples: Merger Agreement (Mobile Infrastructure Corp), Master Combination Agreement (NorthStar Real Estate Income II, Inc.), Master Combination Agreement (Colony NorthStar, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board of directors.
Appears in 4 contracts
Samples: Merger Agreement (Thorne Healthtech, Inc.), Merger Agreement (Amedisys Inc), Merger Agreement (Option Care Health, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the board powers of directorsthe Corporation except as otherwise provided by law or the Certificate of Incorporation.
Appears in 4 contracts
Samples: Business Combination Agreement (Atlas Holdings, Inc.), Business Combination Agreement (Impax Laboratories Inc), Merger Agreement (Workstream Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by by, or under the direction of, the Board. The Board may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these By-laws or applicable law, as it may deem proper for the conduct of its meetings and the management of the board of directorsCorporation.
Appears in 4 contracts
Samples: Reorganization Agreement (BRP Group, Inc.), Reorganization Agreement (BRP Group, Inc.), Reorganization Agreement (Goosehead Insurance, Inc.)
General Powers. The property, affairs and business and affairs of the corporation Corporation shall be managed by or under the direction Board of the board of directorsDirectors.
Appears in 4 contracts
Samples: By Laws (Honeywell Inc), By Laws (Honeywell Inc), By Laws (Honeywell Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of its Board. The Board may designate a Chairman of the board Board and a Vice Chairman of directorsthe Board, who shall not be officers of the Corporation but shall have such powers and duties as determined by the Board from time to time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Medley Management Inc.), Agreement and Plan of Merger (Sierra Income Corp), Agreement and Plan of Merger (Sierra Income Corp)
General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board Board of directorsDirectors.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Office Depot Inc), Agreement and Plan of Merger (MAPLEBY HOLDINGS MERGER Corp), Acquisition Agreement (Goodys Family Clothing Inc /Tn)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of its Board of Directors. In addition to the board powers and authorities by these Bylaws expressly conferred upon them, the Board of directorsDirectors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.
Appears in 3 contracts
Samples: Securities Purchase Agreement (MDNA Life Sciences, Inc.), Securities Purchase Agreement (MDNA Life Sciences, Inc.), Merger Agreement (Contango Oil & Gas Co)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction Board, which may exercise all such powers of the board Corporation and do all such lawful acts and things as are not by law, the Certificate of directorsIncorporation or these By-laws directed or required to be exercised or done by stockholders.
Appears in 3 contracts
Samples: Merger Agreement (PeopleSupport, Inc.), Merger Agreement (Ispat International Nv), Merger Agreement (Mittal Steel USA ISG Inc)
General Powers. The business and affairs of the corporation shall be managed by or under the direction of the its board of directors, which may exercise all powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these by-laws directed or required to be exercised or done by the stockholders.
Appears in 3 contracts
Samples: Merger Agreement (Hadco Acquisition Corp Ii), Merger Agreement (Continental Circuits Corp), Merger Agreement (Hadco Acquisition Corp Ii)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board. The Board may adopt such rules and procedures, not inconsistent with the Certificate of directorsIncorporation, these By-laws or applicable Law, as it may deem proper for the conduct of its meetings and the management of the Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Spectrum Brands Holdings, Inc.), Merger Agreement (HRG Group, Inc.), Agreement and Plan of Merger (Spectrum Brands, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction Board, which may exercise all such powers of the board Corporation and do all such lawful acts and things as are not by law, the Certificate of directorsIncorporation or these By-laws directed or required to be exercised or done by Stockholders.
Appears in 3 contracts
Samples: Cooperation Agreement, Stock Purchase Agreement (Seagram Co LTD), By Laws (Imax Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board, which may exercise all of directorsthe powers of the Corporation except as otherwise provided by law or the Certificate of Incorporation.
Appears in 3 contracts
Samples: Transaction Agreement and Plan of Merger (Baker Hughes Inc), Transaction Agreement and Plan of Merger (General Electric Co), Transaction Agreement and Plan of Merger (Baker Hughes Inc)
General Powers. The Except as otherwise provided in the DGCL or the certificate of incorporation, the business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors.
Appears in 3 contracts
Samples: Merger Agreement (Shire PLC), Merger Agreement (Shire PLC), Merger Agreement (Dyax Corp)
General Powers. The property, affairs and business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors.
Appears in 3 contracts
Samples: Merger Agreement (Hanover Direct Inc), Merger Agreement (Curtiss Wright Corp), Pooling and Servicing Agreement (Commercial Mortgage Pass-Through Certificates Series 2000-C4)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws, or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Greenhill & Co Inc), Business Combination Agreement (Frazier Lifesciences Acquisition Corp), Merger Agreement (Acceleron Pharma Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board of directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the board of directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.
Appears in 3 contracts
Samples: Merger Agreement (Panbela Therapeutics, Inc.), Merger Agreement (Panbela Therapeutics, Inc.), Merger Agreement (Cimarron Medical, Inc.)
General Powers. The Except as otherwise provided in the DGCL or the Certificate of Incorporation, the business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors.
Appears in 3 contracts
Samples: Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/), Transaction Agreement and Plan of Merger (Emerson Electric Co), Business Combination Agreement (GS Acquisition Holdings Corp II)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the its board of directors.
Appears in 3 contracts
Samples: Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.), Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.), Merger Agreement (Idx Systems Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction its Board of Directors, which may exercise all powers of the board Corporation and do all such lawful acts and things as are not by the Act, the Articles of directorsIncorporation or by these By-Laws directed or required to be exercised or done by the shareholders.
Appears in 3 contracts
Samples: Transaction Agreement (Kci New Technologies Inc), Transaction Agreement (Blum Richard C & Associates L P), Transaction Agreement (Kinetic Concepts Inc /Tx/)
General Powers. The property, business and affairs of the corporation Corporation shall be managed by or under the direction of the board of directorsBoard.
Appears in 3 contracts
Samples: Preferred Stock Purchase Agreement, Series a 2 Preferred Stock Purchase Agreement (Willis Lease Finance Corp), Subscription and Organizational Agreement (Alterra Healthcare Corp)
General Powers. The business and affairs of the corporation shall be managed by or under the direction of the its board of directors.
Appears in 3 contracts
Samples: Merger Agreement (WPS Resources Corp), Merger Agreement, Merger Agreement (Peoples Energy Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Articles of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.
Appears in 3 contracts
Samples: Merger Agreement (Fuller Max L), Merger Agreement (Us Xpress Enterprises Inc), Merger Agreement (Knight-Swift Transportation Holdings Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, the Certificate of Incorporation or these Bylaws directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Merger Agreement (Commscope Inc), Limited Liability Company Agreement (Digital Television Services of Kansas LLC)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board its Board of directorsDirectors.
Appears in 2 contracts
Samples: Exchange Agreement (Coram Healthcare Corp), Exchange Agreement (Coram Healthcare Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Investment Agreement (SilverSun Technologies, Inc.), Merger Agreement (Arconic Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors, except as may be otherwise provided by the DGCL or the Certificate of Incorporation.
Appears in 2 contracts
Samples: Merger Agreement (Outerwall Inc), Agreement and Plan of Merger (ADT Corp)
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by by, or under the direction of, the Board of Directors. The Board of Directors shall exercise exclusive strategic control of the board of directorsCorporation and shall not delegate its policy-making powers.
Appears in 2 contracts
Samples: Merger Agreement (Zurn Industries Inc), Merger Agreement (Us Industries Inc)
General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board Board of directorsDirectors which may exercise all such powers of the corporation and do all such lawful acts and things which are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders, or prohibited to the Board of Directors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TAMINCO Corp), Merger Agreement (Sterling Chemicals Inc)
General Powers. The business business, property and affairs of the corporation Company shall be managed by by, or under the direction of, the Board of the board of directorsDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Manville Personal Injury Settlement Trust), Agreement and Plan of Merger (Johns Manville Corp /New/)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Transaction Agreement (Weyerhaeuser Co), Transaction Agreement (Domtar CORP)
General Powers. The business business, property and affairs of the corporation shall Corporation is to be controlled and managed by or under the direction of the its board of directors.
Appears in 2 contracts
Samples: Settlement Agreement (Rightchoice Managed Care Inc), Settlement Agreement (Rightchoice Managed Care Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed and controlled by or under the direction of the board Board of directorsDirectors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not, by law, the Certificate of Incorporation, or these Bylaws, directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Merger Agreement (AutoWeb, Inc.), Employment Agreement (AutoWeb, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction its Board of the board of directorsDirectors except as otherwise provided in these Bylaws.
Appears in 2 contracts
Samples: Delegation Agreement, Delegation Agreement
General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the board powers of the corporation except as otherwise provided by law, the Certificate of Incorporation or these By-Laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.
Appears in 2 contracts
Samples: Annual Report, Annual Report
General Powers. The business property, business, affairs and affairs policies of the corporation Corporation shall be managed by or under the direction of the board of directorsBoard.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Transaction Information Systems Inc), By Laws (Coleman Co Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of its Board of Directors. In addition to the board powers and authorities by these Bylaws expressly conferred upon them, the Board of directorsDirectors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Annual Report, Annual Report
General Powers. The business and affairs of the corporation Company shall be managed by or under the direction of the a board of directorsmanagers (the “Board of Managers”), which may exercise all such powers of the Company and perform all such lawful acts and things as are not by the Code, the Certificate or Articles of Formation or this Agreement directed or required to be exercised or performed by the Member.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under its Board of Directors. The directors shall also set the direction amount of annual dues of the board members and promulgate the rules and regulations from time to time as it deems proper and fit for the operation of directorsthe facilities of the Corporation.
Appears in 2 contracts
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board of directorsits Board.
Appears in 2 contracts
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of a Board of Directors. The Board of Directors may exercise all such authority and powers of the board Corporation and do all such lawful acts and things as are not by statute, the Certificate of directorsIncorporation or these By-Laws directed or required to be done by the stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Infonautics Inc), Agreement and Plan of Reorganization (Ibs Interactive Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors. In addition to the powers and authorities expressly conferred upon the Board of Directors by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law, the Certificate of Incorporation or these Bylaws required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Vmware, Inc.), Separation and Distribution Agreement (Dell Technologies Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed and controlled by or under the direction of its Board of Directors, which may exercise all such powers of, and do all such acts and things as may be done by, the board Corporation and do all such lawful acts and things as are not by law or by the Certificate of directorsIncorporation or by these By-laws directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Combination Agreement (Burlington Northern Santa Fe Corp), Combination Agreement (Burlington Northern Santa Fe Corp)
General Powers. The property, business and affairs of the corporation shall be managed by or under the direction its board of directors which may exercise all powers of the board corporation and do all lawful acts and things as are not by statute or by the Certificate of directorsIncorporation or by these bylaws directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Merger Agreement (APA Corp), Merger Agreement (Apache Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of a Board, who may exercise all of the board powers of directorsthe Corporation except as otherwise provided by law or the Certificate of Incorporation.
Appears in 2 contracts
Samples: Business Combination Agreement (Novus Capital Corp II), Merger Agreement (Oaktree Acquisition Corp.)
General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the board powers of the corporation except as otherwise provided by law or by the Certificate of Incorporation. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law or by the Certificate of Incorporation, may exercise the powers of the full Board until the vacancy is filled.
Appears in 2 contracts
Samples: Merger Agreement (Kapstone Paper & Packaging Corp), Merger Agreement (WestRock Co)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors. In addition to the powers and authorities by these Bylaws expressly conferred upon it, the Board of Directors shall have and may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Merger Agreement (Arch Resources, Inc.), Merger Agreement (CONSOL Energy Inc.)
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by or under the direction of the board Board, which may exercise all such powers of directorsthe Corporation and do all such lawful acts and things as are not by law or by the Articles directed or required to be exercised or done by the shareholders.
Appears in 2 contracts
General Powers. The business and affairs of the corporation --------- -------------- shall be managed by or under the direction its Board of the board of directorsDirectors.
Appears in 2 contracts
Samples: Subscription Agreement (Bid Com International Inc), Subscription Agreement (Bid Com International Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors, except as may be otherwise provided by the ARS or the Articles of Incorporation.
Appears in 2 contracts
Samples: Merger Agreement (Apollo Education Group Inc), Agreement and Plan of Merger (Apollo Education Group Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation.
Appears in 2 contracts
Samples: Transaction Agreement (Advanced Emissions Solutions, Inc.), Merger Agreement (AvidXchange Holdings, Inc.)
General Powers. The property and business and affairs of the corporation Corporation shall be managed by or under the direction Board of Directors of the board of directorsCorporation.
Appears in 2 contracts
Samples: Merger Agreement (Shore Bancshares Inc), Merger Agreement (Talbot Bancshares Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction its Board of Directors, which may exercise all powers of the board Corporation and do all such lawful acts and things as are not by statute or by the certificate of directorsincorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Loan and Security Agreement (Imprivata Inc), Merger Agreement (Citrix Systems Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board, which may exercise all such powers of directorsthe Corporation and do all such lawful acts and things as are not by law or by the Certificate directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Merger Agreement (America Online Inc), Merger Agreement (Time Warner Inc/)
General Powers. The business and affairs of the corporation shall be managed by its Board of Directors. Except as otherwise provided in and subject to Article VII of these By-laws, the Board of Directors may adopt, amend or under repeal by-laws adopted by the direction of Board or by the board of directorsstockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dentsply International Inc /De/), Merger Agreement (Sirona Dental Systems, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed and controlled by or under the direction of a Board of Directors, which may exercise all such powers of the board Corporation and do all such lawful acts and things as are not by law or by the Certificate of directorsIncorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.), Merger Agreement (Amc Entertainment Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors. In addition to the powers and authorities expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not directed or required to be exercised or done exclusively by the stockholders by the DGCL or other applicable law or by the Certificate of Incorporation or by these Bylaws.
Appears in 2 contracts
Samples: Settlement Agreement (Rightchoice Managed Care Inc), Settlement Agreement (Rightchoice Managed Care Inc)
General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board Board of directorsDirectors which may exercise all such powers of the corporation and do all such acts and things as are not by the General Corporation Law of the State of Delaware nor by the Certificate of Incorporation nor by these By-Laws directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Master Transaction Agreement (Infonautics Inc), Master Transaction Agreement (Infonautics Inc)
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by or under the direction of the Board, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation directed or required to be exercised or done by the stockholders. In the event of a vacancy on the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full board of directorsuntil the vacancy is filled.
Appears in 1 contract
Samples: By Laws (Biotransplant Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of its Board of Directors. In addition to the board powers and authorities by these Bylaws expressly conferred upon it, the Board of directorsDirectors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. All actions to be taken by the Board of Directors from time to time will require the affirmative vote of a majority of the directors of the Corporation then in office.
Appears in 1 contract
General Powers. The business and affairs of the corporation shall be managed by or under the direction of its board of directors. A majority of the board of directorsdirectors may establish reasonable compensation for their services and the services of other officers, irrespective of any personal interest.
Appears in 1 contract
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of its Board of Directors. The Board of Directors shall annually elect a Chairman of the board of directorsBoard from among its members.
Appears in 1 contract
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of its Board of Directors. All powers of the board Corporation may be exercised by or under authority of directorsthe Board of Directors, except as conferred on or reserved to the stockholders by statute or by the charter of the Corporation or Bylaws.
Appears in 1 contract
General Powers. The business and affairs of the corporation Company shall be managed by or and under the direction of the Board of Directors. Except as otherwise expressly provided in this Agreement and subject to the provisions of the Shareholders Agreement, the authority and functions of the Board of Directors, on the one hand, and of the Officers, on the other, shall be identical to the authority and functions of the board of directors.directors and officers,
Appears in 1 contract
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of its Board of Directors. In addition to the board powers and authorities expressly conferred upon them by these By-laws, the Board of directorsDirectors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or by these By-laws required to be exercised or done by the shareholders.
Appears in 1 contract
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction its Board of the board of directors.Directors
Appears in 1 contract
General Powers. The business and affairs of the corporation shall be managed by its Board, except as otherwise provided by the Act, the articles of incorporation or under the direction of the board of directorsthese bylaws.
Appears in 1 contract
Samples: Intergovernmental Agreement
General Powers. The business and affairs of the corporation shall be managed by or under the direction its board of directors which may exercise all such powers of the board corporation and do all such lawful acts and things as are not by statute or by the certificate of directorsincorporation or by these bylaws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
General Powers. The property, business and affairs of the corporation Corporation shall be managed by or under the direction of a Board of Directors. The Board of Directors may exercise all such powers of the board Corporation and have such authority and do all such lawful acts and things as are permitted by law, the Certificate of directorsIncorporation or these Bylaws.
Appears in 1 contract
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directors.Directors. The Board of Directors may adopt such rules and procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of its meetings and the management of the Corporation. 2
Appears in 1 contract
Samples: Merger Agreement (Neogenomics Inc)
General Powers. The business and affairs of the corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the board powers of the corporation except as otherwise provided by law or the Certificate of Incorporation. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.
Appears in 1 contract
General Powers. The business and affairs of the corporation Company shall be managed by or under the direction of the board Board of directorsManagers, which may exercise all such powers of the Company and perform all such lawful acts and things as are not by the Act, the Certificate of Formation or this Agreement directed or required to be exercised or performed by any Member.
Appears in 1 contract
Samples: Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.)
General Powers. The Except as otherwise provided in this Certificate of Incorporation, the business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors.
Appears in 1 contract
General Powers. The property, affairs and business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors, and except as otherwise expressly provided by the VSCA or the Articles of Incorporation, all of the powers of the Corporation shall be vested in such Board.
Appears in 1 contract
General Powers. The Except as otherwise expressly provided by the DGCL or this Restated Certificate, the business and affairs of the corporation Corporation shall be managed by or under the direction of the board Board of directorsDirectors.
Appears in 1 contract
General Powers. The business and affairs of the corporation shall be -------------- managed by or under the direction of a Board of Directors, who may exercise all of the board powers of the corporation except as otherwise provided by law or the Certificate of Incorporation. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board until the vacancy is filled.
Appears in 1 contract
General Powers. The property, business and affairs of the corporation shall be managed by or under the direction of the its board of directors.
Appears in 1 contract
General Powers. The business and affairs of the corporation shall be managed by or under the direction of the board its Board of directorsDirectors.
Appears in 1 contract
Samples: Merger Agreement (MidWestOne Financial Group, Inc.)
General Powers. The business and affairs of the corporation shall be managed by by, or under the direction of the its board of directors, which may exercise all powers of the corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Samples: License Agreement (Abpro Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of a Board of Directors, which may exercise all such authority and powers of the board Corporation and do all such lawful acts and things as are not by statute, by the Certificate of directorsIncorporation or by these By-Laws directed or required to be exercised or done by the stockholders or such other persons as provided therein.
Appears in 1 contract
Samples: Merger Agreement (Bayard Drilling Technologies Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under a Board of Directors. The Board of Directors shall have the direction authority to act on behalf of the board of directorsCorporation in all matters, except as expressly limited by the Declaration, the Articles or these Bylaws.
Appears in 1 contract
Samples: Garage Lease Agreement
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by or under the direction of the board Board, which may exercise all such powers of directorsthe Corporation and do all such lawful acts and things as are not by law or by the Certificate of Incorporation or the Stockholders Agreement directed or required to be exercised or done by the stockholders.
Appears in 1 contract
