General Powers. Except as otherwise provided in Delaware Law or the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Appears in 7 contracts
Samples: Merger Agreement (Deciphera Pharmaceuticals, Inc.), Business Combination Agreement (Pioneer Merger Corp.), Merger Agreement (D8 Holdings Corp.)
General Powers. Except as otherwise provided in Delaware Law or the Certificate of Incorporation, the The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to such powers as are herein and in the Certificate of Incorporation expressly conferred upon it, the Board of Directors shall have and may exercise all the powers of the Corporation, subject to the provisions of the laws of the State of Delaware, the Certificate of Incorporation and these Bylaws.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Supermedia Inc.), Merger Agreement (DEX ONE Corp), Merger Agreement (Supermedia Inc.)
General Powers. Except as otherwise provided in Delaware Law or the Certificate certificate of Incorporationincorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Appears in 4 contracts
Samples: Merger Agreement (PetIQ, Inc.), Merger Agreement (Forma Therapeutics Holdings, Inc.), Merger Agreement (Spark Therapeutics, Inc.)
General Powers. Except as otherwise provided in Delaware Law or the Certificate of Incorporation, the The business and affairs of the Corporation corporation shall be managed by or under the direction of its board of directors, except as otherwise provided in the Board Delaware General Corporation Law or the certificate of Directorsincorporation.
Appears in 4 contracts
Samples: Agreement and Plan of Restructuring and Merger (New Unitedglobalcom Inc), Agreement and Plan of Restructuring and Merger (Liberty Media Corp /De/), Agreement and Plan of Restructuring and Merger (Unitedglobalcom Inc)
General Powers. Except as otherwise provided in by Delaware Law or the Certificate of IncorporationCertificate, the business business, property and affairs of the 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: By Laws (Artemis International Solutions Corp), Merger Agreement (Dj Orthopedics Capital Corp)
General Powers. Except as otherwise provided in Delaware Law or the Certificate of Incorporation, the The business and affairs of the Corporation shall be managed by or under the direction of of, and managed by, the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not required by law, the Certificate of Incorporation or these Bylaws to be done by the stockholders. Directors need not be residents of the State of Delaware or stockholders of the Corporation. The number of directors shall be determined in the manner provided in the Certificate of Incorporation.
Appears in 2 contracts
Samples: Purchase Agreement (Power Solutions International, Inc.), Purchase Agreement (Power Solutions International, Inc.)
General Powers. Except as otherwise provided in by Delaware Law or the Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Appears in 2 contracts
Samples: Business Combination Agreement (Berenson Acquisition Corp. I), Merger Agreement (10X Capital Venture Acquisition Corp. III)
General Powers. Except as otherwise provided in Delaware Law or the Certificate of Incorporation, the The business and affairs of the Corporation corporation shall be managed by or under the direction of the Board of Directors, subject to any limitation set forth in the Certificate of Incorporation or as otherwise may be provided in the Delaware General Corporation Law.
Appears in 1 contract
General Powers. Except as otherwise provided in Delaware Law or the Amended and Restated Certificate of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to such powers as are herein and in the Amended and Restated Certificate of Incorporation expressly conferred upon it, the Board of Directors shall have and may exercise all the powers of the Corporation, subject to the provisions of the laws of Delaware, the Amended and Restated Certificate of Incorporation and these By-laws.
Appears in 1 contract
Samples: Merger Agreement (NRG Energy, Inc.)
General Powers. Except as otherwise provided in Delaware Law or the Certificate certificate of Incorporationincorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board board of Directorsdirectors.
Appears in 1 contract
Samples: Reorganization Agreement (Cobalt International Energy, Inc.)
General Powers. Except as otherwise provided in the certificate of incorporation and subject to Delaware Law or the Certificate of IncorporationLaw, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Appears in 1 contract
