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: Agreement and Plan of Merger (Deciphera Pharmaceuticals, Inc.), Business Combination Agreement (Pioneer Merger Corp.), Agreement and Plan of Merger (D8 Holdings Corp.)
General Powers. Except as may otherwise be provided in Delaware Law or by law, by the Certificate of IncorporationIncorporation or by these By-Laws, the property, affairs and business and affairs of the Corporation shall be managed by or under the direction of the Board of DirectorsDirectors and the Board of Directors may exercise all the powers of the Corporation. [Section 141(a).]
Appears in 7 contracts
Samples: Stockholders Agreement (NCP SBG Lp), Shareholders Agreement (Remington Arms Co Inc/), Riverwood Holding 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: Agreement and Plan of Merger (PetIQ, Inc.), Agreement and Plan of Merger (Forma Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Spark Therapeutics, Inc.)
General Powers. Except as otherwise provided in Delaware Law or The business, affairs, and the Certificate of Incorporation, the business and affairs property of the Corporation shall be managed and controlled by or under the direction of the Board of DirectorsDirectors (the "Board"), and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-Laws, all of the powers of the Corporation shall be vested in the Board.
Appears in 4 contracts
Samples: Agreement (Artfest International Inc), Asset Acquisition Agreement (Sunderland Acquisition Corp), Asset Acquisition Agreement (Sunderland Acquisition Corp)
General Powers. Except as may otherwise be provided in Delaware Law or by law, by the Certificate of IncorporationIncorporation or by these By-Laws, the property, affairs and business and affairs of the Corporation shall be managed by or under the direction of the Board of DirectorsDirectors and the Board of Directors may exercise all the powers of the Corporation.
Appears in 4 contracts
Samples: Subordinated Loan and Security Agreement (Specialty Underwriters Alliance, Inc.), Senior Loan and Security Agreement (Specialty Underwriters Alliance, Inc.), Metlife Policyholder Trust Agreement (Metlife Inc)
General Powers. Except as may otherwise be provided in Delaware Law or by law, the Certificate of IncorporationIncorporation or these Bylaws, the business and affairs of the Corporation shall be managed by or under the direction of the Board of 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 is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, 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.), Agreement and Plan of Merger (Avista Healthcare Public Acquisition Corp.), Transaction Agreement (Avista Healthcare Public Acquisition Corp.)
General Powers. Except as otherwise provided in Delaware Law the DGCL 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 3 contracts
Samples: Agreement and Plan of Merger (Shire PLC), Agreement and Plan of Merger (Dyax Corp), Agreement and Plan of Merger (Shire PLC)
General Powers. Except as may otherwise be provided in Delaware Law or by applicable law, by the Certificate of IncorporationIncorporation or by these Bylaws, the business and affairs of the Corporation shall be managed by or under the direction of the Board of DirectorsDirectors and the Board of Directors may exercise all the powers and authority of the Corporation.
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 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 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: Limited Liability Company Agreement (Baker Hughes Inc), Limited Liability Company Agreement (General Electric Co), Transaction Agreement and Plan of Merger (Baker Hughes Inc)
General Powers. Except as otherwise provided in Delaware Law the DGCL 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 3 contracts
Samples: Stockholders Agreement (Emerson Electric Co), Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/), Director Nomination Agreement (GS Acquisition Holdings Corp II)
General Powers. Except as may otherwise be provided in Delaware Law by law or by the Certificate certificate of Incorporationincorporation, the affairs and business and affairs of the Corporation corporation shall be managed by or under the direction of the Board of DirectorsBoard. The directors shall act only as a Board, and the individual directors shall have no power as such.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Paper Co /New/), Agreement and Plan of Merger (Temple Inland Inc)
General Powers. Except as otherwise provided in Delaware Law the Nonprofit Act, the Articles, or these Bylaws, all corporate powers shall be exercised by or under the Certificate of Incorporationauthority of, and the business and affairs of the Corporation shall be managed by or under by, the direction of the Board of DirectorsBoard.
Appears in 2 contracts
General Powers. Except as may otherwise be provided in Delaware Law or by law, by the Certificate of Incorporationor by this Agreement, the property, affairs and business and affairs of the Corporation Company 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 Company.
Appears in 2 contracts
Samples: Operating Agreement (Cal Maine Foods Inc), Operating Agreement (Cal Maine Foods 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: Operating Agreement (Dj Orthopedics Capital Corp), Artemis International Solutions Corp
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), Agreement and Plan of Merger (10X Capital Venture Acquisition Corp. III)
General Powers. Except as otherwise provided in Delaware Law or the Certificate of IncorporationThe property, the affairs and business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and, except as otherwise expressly provided by law, the Articles of Incorporation or these Bylaws, all of the powers of the Corporation shall be vested in such Board.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nexstar Broadcasting Group Inc), Agreement and Plan of Merger (Media General Inc)
General Powers. Except as may otherwise be provided in Delaware Law by 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 DirectorsBoard. The directors shall act only as a Board, and the individual directors shall have no power as such.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amsurg Corp), Agreement and Plan of Merger (Envision Healthcare Holdings, Inc.)
General Powers. Except as may otherwise be provided in Delaware Law or by law, the Certificate of IncorporationIncorporation or these Bylaws, the business and affairs of the Corporation shall be managed by or under the direction of the Board of 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 is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, except as otherwise specifically required by law or as otherwise provided in the Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (INC Research Holdings, Inc.)
General Powers. Except as otherwise provided in Delaware Law or the Certificate of IncorporationThe property, the business and affairs of the Corporation shall be managed by or under the direction of the Board Board, which may exercise all of Directorsthe powers of the Corporation, 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
General Powers. Except as otherwise provided in Delaware Law or by the Certificate of IncorporationIncorporation or the DGCL, the business and affairs of the Corporation shall be managed by or 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 Directorsthe 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. The directors shall act only as a Board, and the individual directors shall have no power as such.
Appears in 1 contract
Samples: Stockholders Agreement (Fairmount Santrol Holdings Inc.)
General Powers. Except as may otherwise be provided in Delaware Law or by law, by the Certificate of IncorporationIncorporation or by these Bylaws, the property, affairs and business and affairs of the Corporation shall be managed by or under the direction of the Board of DirectorsDirectors and the Board of Directors may exercise all the powers of the Corporation.
Appears in 1 contract
General Powers. Except as may otherwise be provided in Delaware Law or by -------------- law, by the Certificate of IncorporationIncorporation or by these By-Laws, the business and affairs of the Corporation shall be managed by or under the direction of the Board of DirectorsDirectors 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. (a) Except as otherwise provided in Delaware Law or the Certificate of Incorporation, the business business, property, policies, and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Appears in 1 contract
General Powers. Except as may otherwise be provided in Delaware Law or by law, by the Restated Certificate of IncorporationIncorporation or by these Bylaws, the property, affairs and business and affairs of the Corporation shall be managed by or under the direction of the Board of DirectorsDirectors and the Board of Directors may exercise all the powers of the Corporation.
Appears in 1 contract
Samples: Nextel Partners Inc
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 its Board of Directors and, except as otherwise expressly provided by law, the Bylaws of the Corporation or under this Charter, all of the direction powers of the Corporation shall be vested in the Board of Directors.. This Charter shall be construed with the presumption in favor of the grant of power and authority to the directors. 64 B.
Appears in 1 contract
Samples: Securities Purchase Agreement (Prison Realty Trust Inc)
General Powers. Except as otherwise provided in Delaware Law or the Certificate Corporation's Articles of Incorporation, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. All powers of the Corporation may be exercised by or under authority of the Board of Directors except as conferred on or reserved to the shareholders by law, by the Corporation's Articles of Incorporation or by these By-Laws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Execufirst Bancorp Inc)
General Powers. Except as may otherwise be provided in Delaware Law by law or the Certificate of Incorporationby these By-Laws, the property, affairs and business and affairs of the Corporation shall be managed by or under the direction of the Board of DirectorsDirectors and the Board of Directors may exercise or perform its powers solely to the extent provided for in the Certificate of Incorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Alliance Laundry Systems LLC)
General Powers. Except as otherwise provided in Delaware Law or the Certificate of Incorporation(a) The property, the affairs and business and affairs of the Corporation shall be managed by or under the direction of the Board board of Directorsdirectors, which may exercise all the powers of the Corporation except those powers vested solely in the stockholders of the Corporation by statute, by the Articles of Incorporation, or by these By-Laws.
Appears in 1 contract
Samples: Cummer Moyers Funds Inc
General Powers. Except as otherwise provided in Delaware Law or the Certificate of IncorporationThe property, the business and affairs of the Corporation shall be managed by by, or under the direction of, the Board, which may exercise all such powers of the Board Corporation and do all such lawful acts and things that are not conferred upon or reserved to the stockholders by law, the Certificate of DirectorsIncorporation or these Bylaws.
Appears in 1 contract
Samples: Getty Images Inc
General Powers. Except as otherwise provided in Delaware Law or All of the Certificate of Incorporation, the business and affairs authority of the Corporation shall be managed exercised by or under the direction of the Board of Directors, subject to limitations imposed by law, the Articles of Incorporation or these Regulations.
Appears in 1 contract
General Powers. Except as otherwise provided in Delaware Law or the Certificate of IncorporationThe property, the affairs and business and affairs of the Corporation shall be managed by or under the direction of the Board of DirectorsDirectors and, except as otherwise expressly provided by law, the Certificate or these Bylaws, all of the powers of the 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 in Delaware Law or by law, -------------- by the Certificate of IncorporationIncorporation or by these By-Laws, the business and affairs of the Corporation shall be managed by or under the direction of the Board of DirectorsDirectors 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 otherwise expressly provided in Delaware Law by the DGCL or the Certificate of Incorporationthis Restated Certificate, the business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
Appears in 1 contract
Samples: Agreement and Plan of Merger (ION Acquisition Corp 2 Ltd.)
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 DirectorsBoard, except as otherwise provided herein or required by law.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Oaktree Acquisition Corp.)
General Powers. Except as may otherwise be provided in Delaware Law or by law, the Restated Certificate of IncorporationIncorporation or these By-Laws, the property, affairs and business and affairs of the Corporation shall be managed by or under the direction of the Board of DirectorsDirectors and the Board of Directors may exercise all the powers of the Corporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Riverwood Holding Inc)
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 the powers and authority expressly conferred upon them by statute or by the Certificate of Incorporation or by these Amended and Restated Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
Appears in 1 contract
Samples: Combination Agreement (Equinix Inc)
General Powers. Except as otherwise provided in Delaware Law or the Certificate of IncorporationThe property, the affairs and business and affairs of the Corporation shall be managed by or under the direction of the its Board of Directors, which may exercise all of the powers of the Corporation, except such as are by law or by the Certificate of Incorporation or by these By-Laws expressly conferred upon or reserved to the stockholders.
Appears in 1 contract
General Powers. Except as otherwise provided in Delaware Law or the Certificate of IncorporationThe property, the affairs and business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, and, except as otherwise expressly provided by law, the Certificate of Incorporation or these By-laws, all of the powers of the Corporation shall be vested in such Board.
Appears in 1 contract
Samples: Massey Energy Co
General Powers. Except as may otherwise be provided in Delaware Law by the Act or by the Certificate terms of Incorporationthe Operating Agreement, the property, affairs and business and affairs of the Corporation Company 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 Company as set forth in the Operating Agreement. 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
Samples: Municipal Mortgage & Equity LLC
General Powers. Except as may otherwise be provided in Delaware Law or by law, the Amended and Restated Certificate of IncorporationIncorporation or these By-laws, the property, affairs and business and affairs of the Corporation shall be managed by or under the direction of the Board of DirectorsDirectors and the Board of Directors may exercise all the powers of the Corporation.
Appears in 1 contract
Samples: Mony Group 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 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: Center Authority