Limitation of Authority of Manager Sample Clauses

Limitation of Authority of Manager. The Manager shall obtain the approval of a Majority in Interest of the Class A Members and a Majority in Interest of the Class B Members before the Manager shall take any of the following actions: (a) Except for advances pursuant to Section 4.6, borrow on behalf of the LLC; (b) Issue an Interest, or the right to acquire an Interest, in the LLC or any other debt or equity security therein; (c) Take any action or omit to take any action that would be reasonably expected to have a direct or indirect material and adverse effect on (i) the rights, preferences, privileges of or obligations relating to the Class B Units or Class C Units or (ii) the economic interest represented by the Class B Units or Class C Units, in each case, whether by merger, reorganization, transfer of assets, consolidation, dissolution, issuance or sale of securities, amendment, failure to perform or waiver of rights or obligations under this Agreement or the GSK Agreements or otherwise; provided, however, that the Manager’s actions or failure to act with regard to Development and Commercialization (as each such term is defined in the applicable GSK Agreement) matters under the GSK Agreements that are based on the Manager’s good faith determination that GSK is complying with its respective diligent efforts obligations under the GSK Agreements shall not require approval under clause (ii) of this Section 5.4(c); and provided, further however, that (x) following the Transfer of all or any portion of the Interests with respect to any Class B Units to any Person other than Theravance Biopharma, its direct or indirect wholly-owned subsidiaries, or the successors to all or substantially all of the assets of Theravance Biopharma, whether by merger, sale of stock, sale of assets or other similar transaction, or its or their successors or direct or indirect wholly-owned subsidiaries, and
Sample 1
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Limitation of Authority of Manager. Notwithstanding anything to the contrary in this Agreement, the Manager shall have no authority to: 5.1.3.1 do any act in contravention of this Agreement or the Act; 5.1.3.2 do any act which would make it impossible to carry on the ordinary business of the Company which shall not include acts permitted or contemplated by this Agreement; 5.1.3.3 possess Company property, or assign its Manager's rights in specific Company property, for other than a Company purpose; 5.1.3.4 admit a person as a Member otherwise than pursuant to the provisions of this Agreement; or 5.1.3.5 amend this Agreement or the Certificate of Formation otherwise than pursuant to Section 12.1.
Sample 1
Limitation of Authority of Manager. Notwithstanding Section 5.1 hereof, the Manager shall not have the authority to do any of the following without the consent of the Member: (a) engage in any act in contravention of this Agreement or the Act; (b) confess a judgment against the Company in connection with any threatened or pending legal action; (c) possess any Company asset or assign the rights of the Company in any Company property for other than a Company purpose; (d) sell all or substantially all of the Company’s assets and property; (e) merge the Company with or to consolidate the Company with another corporation or limited liability company; (f) amend this Agreement; or (g) dissolve the Company except in accordance with Section 7.1.
Sample 1
Limitation of Authority of Manager. It is understood and agreed that the Manager shall not, without the prior approval of the majority of the Corporation's Board of Directors, which majority must include Xxxxx X. Xxxxx for purposes of this Section 3, undertake any action regarding any of the following matters: (i) The merger, liquidation or sale (stock or assets) of substantially all of the Corporation; (ii) The acquisition of a business entity for greater than $250,000 in cash; or (iii) Any single capital expenditure in excess of $250,000.
Sample 1

Related to Limitation of Authority of Manager

  • Limitation of Authority No person is authorized to make any representations concerning the Funds or the Shares except those contained in the Prospectus of each Fund and in such printed information as the Distributor may subsequently prepare. No person is authorized to distribute any sales material relating to any Fund without the prior written approval of the Distributor.

  • Reservation of Authority Nothing in this subpart shall limit the authority of the Secretary to take action to enforce conditions or violations of law, including actions necessary to prevent evasions of this subpart.

  • Delegation of Authority The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

  • Termination of Authority Immediately upon the Executive terminating or being terminated from his employment with the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Executive will stop serving the functions of his terminated or expired position(s) and shall be without any of the authority or responsibility for such position(s).

  • Representation of Authority Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority.

  • Modification or Revocation of Authority of Advisor The Board may, at any time upon the giving of notice to the Advisor, modify or revoke the authority or approvals set forth in Article 3 and this Article 4 hereof; provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company prior to the date of receipt by the Advisor of such notification.

  • Warranty of Authority Each person signing this Amendment warrants that he or she is duly authorized to do so and to bind the respective party.

  • Delegation of Authority to Act; Specified Actions 3.4.1 Subject to Section 3.1 and Section 3.2, Xxxxx Bank hereby grants to the Bank Assets Purchaser and Xxxxx Trust Company hereby grants to the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3), as Servicer hereunder, (a) the full right, power and authority to take any action (including any Specified Action) or to omit to take any action (including any Specified Action); provided that no such action or omission shall be taken unless it would be authorized if taken or omitted to be taken by the applicable Seller under the applicable Serviced Corporate Trust Contracts, and (b) all other rights, powers and entitlements of the Sellers under such Serviced Corporate Trust Contracts. In the event the parties identify any duties or obligations that are non-delegable under applicable Law or pursuant to the terms of the Serviced Corporate Trust Contracts, the parties agree to cooperate in good faith to determine how such duties or obligations are to be satisfied in a way to effect the original intent of the parties that the Purchasers have acquired the Business (and control thereof) and are entitled to receive the economic benefits and obligated to bear the economic burdens of the Serviced Appointments. 3.4.2 On the Closing Date, Xxxxx Bank shall execute and deliver to the Bank Assets Purchaser one or more legal powers of attorney in favor of the Bank Assets Purchaser and Xxxxx Trust Company shall execute and deliver to the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3) one or more legal powers of attorney in favor of the Delaware Trust Assets Purchaser (or the Bank Assets Purchaser, if required by Section 3.3), in each case, in form and content necessary and effective to authorize such persons to take any action (including any Specified Action) or to omit to take any action (including any Specified Action) and to execute documents or other papers in the applicable Seller’s place and stead, to the fullest extent necessary or appropriate for each applicable Purchaser to exercise the powers and perform the duties provided for hereunder, and following the Closing, the Sellers shall use reasonable best efforts to take all other such actions and execute such other documents as the Purchasers may from time to time reasonably request in order for them to exercise the powers and perform the duties provided for hereunder. For purposes of this Agreement, and without limiting the grant of authority in the preceding sentence, “Specified Action” means any action (including any determination to take no action) with respect to a Serviced Appointment, including any action (or determination to take no action) requiring or permitting the exercise of judgment in connection with decisions between or among alternative courses of action, which may include determinations with respect to the following:

  • Limitations of Authority A. Neither Party has authority for or on behalf of the other except as provided in this XXX. No other authority, power, partnership, use of rights is granted or implied. B. This XXX represents the entire XXX by and between the Parties and supersedes all previous letters, understanding or oral agreements between the College and the School District. Any representations, promises, or guarantees made but not stated in the body of this XXX are null and void and of no effect. C. Neither Party may make, revise, alter, or otherwise diverge from the terms, conditions or policies which are subject to this XXX without a written amendment to this XXX. Changes to this XXX are subject to the approval of the College Legal Department. D. Neither Party may incur any debt, obligation expense, or liability or any kind against the other without the other's express written approval.

  • Grant of Authority As of the Effective Date, GlobalSign hereby grants to Subscriber the authority for the term set forth in Section 7 to use the enclosed Digital Certificate to create Digital Signatures or to use the Digital Certificate in conjunction with Private Key or Public Key operations.

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