General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a).]
Appears in 7 contracts
Samples: Restated by Laws (Riverwood Holding Inc), Shareholder Agreement (Remington Arms Co Inc/), Restated by Laws (Riverwood Holding Inc)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a).]
Appears in 4 contracts
Samples: Subordinated Loan and Security Agreement (Specialty Underwriters Alliance, Inc.), Senior Loan and Security Agreement (Specialty Underwriters Alliance, Inc.), Merger Agreement (At&t Latin America Corp)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the The property, business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors Board, which may exercise all the such powers of the Corporation. [Section 141(a)Corporation and do all such lawful acts and things as are not by law or by the Restated Certificate of Incorporation directed or required to be exercised or done by the stockholders.]
Appears in 4 contracts
Samples: Merger Agreement (Bergen Brunswig Corp), Merger Agreement (Bergen Brunswig Corp), By Laws (Arm Financial Group Inc)
General Powers. Except as may otherwise be provided by lawThe business, by affairs, and the Certificate of Incorporation or by these By-Laws, the property, affairs and business property of the Corporation shall be managed and controlled by or under the direction of the Board of Directors and (the Board "Board"), and, except as otherwise expressly provided by law, the Certificate of Directors may exercise Incorporation or these By-Laws, all of the powers of the Corporation. [Section 141(a)Corporation shall be vested in the Board.]
Appears in 4 contracts
Samples: Acquisition Agreement (Artfest International Inc), Asset Acquisition Agreement (Sunderland Acquisition Corp), Asset Acquisition Agreement (Sunderland Acquisition Corp)
General Powers. Except as may otherwise be provided by applicable law, by the Certificate of Incorporation or by these By-LawsBylaws, the property, business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers and authority of the Corporation. [Section 141(a).]
Appears in 3 contracts
Samples: Contribution and Distribution Agreement (Veritiv Corp), Contribution and Distribution Agreement (Xpedx Holding Co), Contribution and Distribution Agreement (Xpedx Holding Co)
General Powers. Except The property, business and affairs of the Corporation shall be managed by the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as may otherwise be provided are not by law, statute or by the Certificate of Incorporation or by these By-Laws, laws directed or required to be exercised or done by the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a)stockholders.]
Appears in 3 contracts
Samples: Annual Report, Annual Report, Annual Report
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-LawsBylaws, the property, business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors Directors. In addition to the powers and authority expressly conferred upon it by applicable law, the Certificate of Incorporation or these Bylaws, the Board of Directors may is hereby empowered to exercise all the such powers of and do all such acts and things as may be exercised or done by the Corporation. [Section 141(a), except as otherwise specifically required by law or as otherwise provided in the Certificate of Incorporation.]
Appears in 3 contracts
Samples: Merger Agreement (Avista Healthcare Public Acquisition Corp.), Merger Agreement (Avista Healthcare Public Acquisition Corp.), Transaction Agreement (Avista Healthcare Public Acquisition Corp.)
General Powers. Except as may otherwise be provided by law, law or by the Certificate certificate of Incorporation or by these By-Lawsincorporation, the property, affairs and business of the Corporation corporation shall be managed by or under the direction of the Board of Directors Board. The directors shall act only as a Board, and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a)individual directors shall have no power as such.]
Appears in 2 contracts
Samples: Merger Agreement (International Paper Co /New/), Merger Agreement (Temple Inland Inc)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, The business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors Board. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all the such powers of the CorporationCorporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws or by the Stockholders’ Agreement required to be exercised or done by the stockholders. [Section 141(a)The directors shall act only as a Board or a committee thereof, and the individual directors shall have no power as such.]
Appears in 2 contracts
Samples: Voting Agreement (Roan Resources, Inc.), Master Reorganization Agreement (Linn Energy, Inc.)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, The business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors Board, which may exercise all the such powers of the Corporation. [Section 141(a)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 stockholders.]
Appears in 2 contracts
Samples: Business Combination Agreement (Namib Minerals), Business Combination Agreement (ExcelFin Acquisition Corp.)
General Powers. Except as may otherwise be provided by law, by law or the Certificate of Incorporation or by these By-LawsIncorporation, the property, business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors Board. The directors shall act only as a Board, and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a)individual directors shall have no power as such.]
Appears in 2 contracts
Samples: Merger Agreement (Envision Healthcare Holdings, Inc.), Merger Agreement (Amsurg Corp)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, The business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors elected in accordance with these Bylaws. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all the such powers of the CorporationCorporation 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. [Section 141(a)The directors shall act only as a Board, and the individual directors shall have no power as such.]
Appears in 2 contracts
Samples: Business Combination Agreement (Climate Change Crisis Real Impact I Acquisition Corp), Transaction Agreement Ii (Spark Energy, Inc.)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, The business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors Board. In addition to the powers and authorities expressly conferred upon them by these Bylaws, the Board of Directors may exercise all the such powers of the CorporationCorporation 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. [Section 141(a)The directors shall act only as a Board or as a committee thereof, and the individual directors shall have no power as such.]
Appears in 2 contracts
Samples: Master Reorganization Agreement (Atlas Energy Solutions Inc.), Master Reorganization Agreement (New Atlas HoldCo Inc.)
General Powers. Except as may otherwise be provided by law, by in the Certificate of Incorporation or by these By-LawsNonprofit Act, the propertyArticles, or these Bylaws, all corporate powers shall be exercised by or under the authority of, and the business and affairs and business of the Corporation shall be managed by or under by, the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a)Board.]
Appears in 2 contracts
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Lawsthis Agreement, the property, affairs and business of the Corporation Company shall be managed by or under the direction of the Board of Directors Directors, and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a)Company.]
Appears in 2 contracts
Samples: Agreement to Form a Limited Liability Company (Cal Maine Foods Inc), Operating Agreement (Cal Maine Foods Inc)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, The business and affairs and business of the Corporation shall be managed by or under the direction of the its Board of Directors and and, except as otherwise expressly provided by law, the Board Bylaws of Directors may exercise the Corporation or this Charter, all of the powers of the CorporationCorporation shall be vested in the Board of Directors. [Section 141(a)This Charter shall be construed with the presumption in favor of the grant of power and authority to the directors.]
Appears in 2 contracts
Samples: Securities Purchase Agreement (Prison Realty Trust Inc), Securities Purchase Agreement (Prison Realty Trust Inc)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the The property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and Directors, and, except as otherwise expressly provided by law, the Board Articles of Directors may exercise Incorporation or these Bylaws, all of the powers of the Corporation. [Section 141(a)Corporation shall be vested in such Board.]
Appears in 2 contracts
Samples: Merger Agreement (Media General Inc), Merger Agreement (Nexstar Broadcasting Group Inc)
General Powers. Except as otherwise provided in the Corporation's Articles of Incorporation, the business and affairs of the Corporation shall be managed under the direction of the Board of Directors. All powers of the Corporation may otherwise be provided exercised by or under authority of the Board of Directors except as conferred on or reserved to the shareholders by law, by the Certificate Corporation's Articles of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a).]
Appears in 1 contract
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation law or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all or perform its powers solely to the powers extent provided for in the Certificate of the Corporation. [Section 141(a)Incorporation.]
Appears in 1 contract
General Powers. Except as may otherwise be provided by law, by the Amended and Restated Certificate of Incorporation or by these By-Lawslaws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a).]
Appears in 1 contract
Samples: By Laws (Mony Group Inc)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the The property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and and, except as otherwise expressly provided by law, the Board Certificate or these Bylaws, all of Directors may exercise all the powers of the Corporation. [Section 141(a)Corporation shall be vested in such Board.]
Appears in 1 contract
Samples: Recapitalization and Merger Agreement (Wyndham International Inc)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-LawsBylaws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a).]
Appears in 1 contract
Samples: Bylaws (Nextel Partners Inc)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the The property, affairs and business of the Corporation Corporation, except as otherwise expressly provided by law or by the Charter, shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a)Board.]
Appears in 1 contract
Samples: By Laws (Potomac Edison Co)
General Powers. Except as may otherwise be provided by law, -------------- by the Certificate of Incorporation or by these By-Laws, the property, business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a).]
Appears in 1 contract
Samples: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)
General Powers. Except as may otherwise be provided by law, the Act or by the Certificate terms of Incorporation or by these By-Lawsthe Operating Agreement, the property, affairs and business of the Corporation Company shall be managed by or under the direction of the Board of Directors Directors, and the Board of Directors may exercise all the powers of the CorporationCompany as set forth in the Operating Agreement. [Section 141(a)The Directors shall act only as a Board or by designated committees, and the individual Directors shall have no power as such.]
Appears in 1 contract
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the The property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and Directors, and, except as otherwise expressly provided by law, the Board Certificate of Directors may exercise Incorporation or these By-laws, all of the powers of the Corporation. [Section 141(a)Corporation shall be vested in such Board.]
Appears in 1 contract
Samples: By Laws (Massey Energy Co)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, The business and affairs and business of the Corporation shall be managed by or under the direction of the its Board of Directors and and, except as otherwise expressly provided by law, the Board Bylaws of Directors may exercise the Corporation or this Charter, all of the powers of the CorporationCorporation shall be vested in the Board of Directors. [Section 141(a).]This Charter shall be construed with the presumption in favor of the grant of power and authority to the directors. 64
Appears in 1 contract
Samples: Securities Purchase Agreement (Prison Realty Trust Inc)
General Powers. Except as may otherwise be provided by law, by the Restated Certificate of Incorporation or by these By-Laws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a).]
Appears in 1 contract
General Powers. Except as may otherwise be provided by law, by the applicable law or this Certificate of Incorporation or by these By-LawsIncorporation, in each case as the same may be amended and supplemented, the property, business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a)Board.]
Appears in 1 contract
General Powers. Except as may otherwise be expressly provided by law, by the Certificate of Incorporation or by these By-Lawsin this Certificate, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and and, except as otherwise expressly provided by law, the Board Bylaws or this Certificate, all of Directors may exercise all the powers of the Corporation. [Section 141(a)Corporation shall be vested in such Board.]
Appears in 1 contract
Samples: Recapitalization and Merger Agreement (Wyndham International Inc)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation DGCL or by these By-Lawsthe Certificate, the propertybusiness, property and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors Board, which may exercise all the such powers of the Corporation. [Section 141(a)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 1 contract
Samples: Stock Purchase Agreement (Double Eagle Acquisition Corp.)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the The property, business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors Board, which may exercise all of the powers of the Corporation. [Section 141(a), except such as are by the Certificate of Incorporation, by these By-Laws or by law conferred upon or reserved to the stockholders.]
Appears in 1 contract
Samples: Merger Agreement (Dole Food Co Inc)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-LawsBylaws, the property, business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors Directors. In addition to the powers and authority expressly conferred upon them by applicable law or by the Certificate of Incorporation or these Bylaws of the Corporation, the Board of Directors may is hereby empowered to exercise all the such powers of and do all such acts and things as may be exercised or done by the Corporation. [Section 141(a), except as otherwise specifically required by law or as otherwise provided in the Certificate of Incorporation.]
Appears in 1 contract
General Powers. Except as may otherwise be provided by law, by the applicable law or this Amended and Restated Certificate of Incorporation or by these By-LawsIncorporation, the property, business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a)Board.]
Appears in 1 contract
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Lawsthe DGCL, the property, business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors Board. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all the such powers of the CorporationCorporation 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. [Section 141(a)The directors shall act only as a Board, and the individual directors shall have no power as such.]
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fairmount Santrol Holdings Inc.)
General Powers. Except as may otherwise be provided by law, by the Restated Certificate of Incorporation or by these By-LawsBylaws, the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a).]
Appears in 1 contract
Samples: Bylaws (Nextel Partners Inc)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, The business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors Board. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all the such powers of the CorporationCorporation 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. [Section 141(a)The directors shall act only as a Board or a committee thereof, and the individual directors shall have no power as such.]
Appears in 1 contract
Samples: Master Reorganization Agreement (Charah Solutions, Inc.)
General Powers. Except as may otherwise be provided by law, by the Certificate of Incorporation or by these By-Laws, the property, The business and affairs and business of the Corporation shall be -------------- managed by or under the direction of the a Board of Directors and the Board of Directors Directors, who may exercise all of the powers of the CorporationCorporation except as otherwise provided by law or the Certificate of Incorporation. [Section 141(a)In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law or as otherwise set forth in these Bylaws, may exercise the powers of the full Board until the vacancy is filled.]
Appears in 1 contract
General Powers. Except The business and affairs of the Corporation shall be managed under the direction of the Board. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as may otherwise be provided are not by law, statute or by the Certificate of Incorporation or by these By-Laws, Bylaws required to be exercised or done by the property, affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a)stockholders.]
Appears in 1 contract
Samples: Stock Purchase Agreement (Paramount Acquisition Corp)
General Powers. Except as may otherwise be provided by -------------- law, by the Certificate of Incorporation or by these By-Laws, the property, business and affairs and business of the Corporation shall be managed by or under the direction of the Board of Directors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a).]
Appears in 1 contract
Samples: Agreement and Plan of Contribution and Merger (Excalibur Technologies Corp)
General Powers. Except as may otherwise be provided by law, by All of the Certificate of Incorporation or by these By-Laws, the property, affairs and business authority of the Corporation shall be managed exercised by or under the direction of the Board of Directors and Directors, subject to limitations imposed by law, the Board Articles of Directors may exercise all the powers of the Corporation. [Section 141(a)Incorporation or these Regulations.]
Appears in 1 contract
