Limits on Board of Directors' Powers Sample Clauses

Limits on Board of Directors' Powers. Anything in this Agreement to the contrary notwithstanding, the Board of Directors shall not cause or permit the Company to, and the Company shall not: (a) acquire any assets other than as expressly provided in the Investment Policies; (b) acquire any securities or other assets that give the Company U.S. source income; (c) for so long as any Trust Certificates settle and clear through DTC, Euroclear or Clearstream, acquire or own any securities other than Eligible Investments; (d) possess Company property for other than a Company purpose; (e) admit a Person as a Securityholder, except as expressly provided in this Agreement; (f) perform any act that would subject any Preferred Securityholder to liability for (A) the debts, obligations and liabilities of the Company in any jurisdiction, except as expressly provided in this Agreement, or (B) a tax on "unrelated business taxable income" under the Code as a consequence of such act; (g) engage in any activity that would cause the Company to be treated as an association or as a "publicly traded partnership" (within the meaning of Section 7704 of the Code); (h) engage in any activity that is not consistent with the purposes of the Company, as set forth in Section 3.1 of this Agreement; or (i) borrow money or enter into repurchase agreements, reverse repurchase agreements, or other securities lending transactions or take any action that could reasonably be expected to cause a Tax Event, Capital Event or Investment Company Act Event to occur.
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Limits on Board of Directors' Powers. (a) Notwithstanding anything to the contrary in this Agreement, the Board of Directors shall not cause or permit the Company to, and the Company shall not: (i) acquire any assets other than as expressly provided by this Agreement or the By-laws: (ii) possess Company property for other than a Company purpose; (iii) admit a Person as a Securityholder, except as expressly provided in this Agreement; (iv) perform any act that would subject any Class B Preferred Securityholder to liability for the debts, obligations or liabilities of the Company in any jurisdiction; (v) engage in any activity that is not consistent with the purposes of the Company, as set forth in Section 6.01 of this Agreement; or (vi) engage in any activity that would cause the Company (i) to be required to register under the 1940 Act, (ii) to be treated as an association or as a “publicly traded partnership” (within the meaning of Section 7704 of the Code) or (iii) to be engaged in a trade or business within the United States for U.S. federal income tax purposes.
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Limits on Board of Directors' Powers. Anything in this Agreement to the contrary notwithstanding, the Board of Directors shall not cause or permit the Company to, and the Company shall not: (a) acquire any assets other than the Notes and any other notes or notes issued by TECO in substitution for all or part of the Notes; (b) possess Company property for other than a Company purpose; (c) admit a Person as a Securityholder, except as expressly provided in this Agreement; (d) engage in any activity that is not consistent with the purposes of the Company, as set forth in Section 3.1 of this Agreement; or (e) borrow money or enter into repurchase agreements, reverse repurchase agreements, or other securities lending transactions or take any action that could reasonably be expected to cause a Tax Event or an Investment Company Act Event to occur.
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Limits on Board of Directors' Powers. (a) Notwithstanding anything to the contrary in this Agreement, the Board of Directors shall use commercially reasonable efforts to not cause or permit the Company to, and the Company shall not: (i) acquire any assets other than as expressly provided by this Agreement or the By-laws; (ii) possess Company property for other than a Company purpose; (iii) admit a Person as a Securityholder, except as expressly provided in this Agreement; (iv) (perform any act that would subject any [Class B] Preferred Securityholder to liability for the debts, obligations or liabilities of the Company in any jurisdiction; (v) engage in any activity that is not consistent with the purposes of the Company, as set forth in Section 6.01 of this Agreement; or (vi) engage in any activity that would cause the Company to be treated as an association or as a "publicly traded partnership" (within the meaning of Section 7704 of the Code); (b) Notwithstanding anything to the contrary in this Agreement, the Guarantee Independent Director acting alone shall have the sole right to file and enforce a claim under the Contingent Guarantee on behalf of the Company and to cause the Contingent Distribution to be made pursuant to Section 10.04(h).
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Limits on Board of Directors' Powers. (a) Anything in this Agreement to the contrary notwithstanding, the Board of Directors shall not cause or permit the Company to, and the Company shall not: (i) incur any indebtedness for borrowed money; (ii) except for securities purchased by the Company from the Branch pursuant to the Portfolio Securities Purchase Agreement on the Closing Date under the Purchase Agreement relating to the Series A Preferred Securities, purchase any securities or other assets from the Bank or any Affiliate of the Bank; (iii) possess Company Property for other than a Company purpose; (iv) admit a Person as a Securityholder, except as expressly provided in this Agreement; (v) perform any act that would subject any Preferred Securityholder to liability for (A) the debts, obligations and liabilities of the Company in any jurisdiction, except as expressly provided in this Agreement, or (B) a tax on "unrelated business taxable income" under the Code as a consequence of such act; or (vi) engage in any activity that is not consistent with the purposes of the Company, as set forth in Section 3.1.
Sample 1
Limits on Board of Directors' Powers. Anything in this Agreement to the contrary notwithstanding, the Board of Directors shall not cause or permit the Company to, and the Company shall not: (a) acquire any assets other than as expressly provided in the Investment Policies; (b) acquire any securities or other assets that give the Company U.S. source income; (c) for so long as any Trust Certificates settle and clear through DTC, Euroclear or Clearstream, acquire or own any securities other than Eligible Investments; (d) possess Company property for other than a Company purpose; (e) admit a Person as a Securityholder, except as expressly provided in this Agreement;
Sample 1
Limits on Board of Directors' Powers. Anything in this Agreement to the contrary notwithstanding, the Board of Directors shall not cause or permit the Company to, and the Company shall not:
Sample 1
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Related to Limits on Board of Directors' Powers

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Board of Directors; Officers The Board of Directors and officers of Sub immediately prior to the Effective Time shall be the Board of Directors and officers, respectively, of the Surviving Corporation, until the earlier of their respective resignations or the time that their respective successors are duly elected or appointed and qualified.

  • Board of Directors Approval The Board of Directors of the Buyer --------------------------- shall have approved, ratified and affirmed the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Leave, Board of Directors A nurse who is elected to the Board of Directors of the Ontario Nurses' Association, other than to the office of President, shall be granted upon request such leave(s) of absence as she or he may require to fulfill the duties of the position. Reasonable notice - sufficient to adequately allow the Hospital to minimize disruption of its services shall be given to the Hospital for such leave of absence. Notwithstanding Article 10.04, there shall be no loss of seniority or service for a nurse during such leave of absence. Leave of absence under this provision shall be in addition to the Union leave provided in Article 11.02

  • Executive Committee (A) The Executive Committee shall be composed of not more than nine members who shall be selected by the Board of Directors from its own members and who shall hold office during the pleasure of the Board. (B) The Executive Committee shall have all the powers of the Board of Directors when it is not in session to transact all business for and in behalf of the Company that may be brought before it. (C) The Executive Committee shall meet at the principal office of the Company or elsewhere in its discretion at such times to be determined by a majority of its members, or at the call of the Chairman of the Executive Committee or at the call of the Chairman of the Board of Directors. The majority of its members shall be necessary to constitute a quorum for the transaction of business. Special meetings of the Executive Committee may be held at any time when a quorum is present. (D) Minutes of each meeting of the Executive Committee shall be kept and submitted to the Board of Directors at its next meeting. (E) The Executive Committee shall advise and superintend all investments that may be made of the funds of the Company, and shall direct the disposal of the same, in accordance with such rules and regulations as the Board of Directors from time to time make. (F) In the event of a state of disaster of sufficient severity to prevent the conduct and management of the affairs and business of the Company by its directors and officers as contemplated by these By-Laws any two available members of the Executive Committee as constituted immediately prior to such disaster shall constitute a quorum of that Committee for the full conduct and management of the affairs and business of the Company in accordance with the provisions of Article III of these By-Laws; and if less than three members of the Trust Committee is constituted immediately prior to such disaster shall be available for the transaction of its business, such Executive Committee shall also be empowered to exercise all of the powers reserved to the Trust Committee under Article III Section 2 hereof. In the event of the unavailability, at such time, of a minimum of two members of such Executive Committee, any three available directors shall constitute the Executive Committee for the full conduct and management of the affairs and business of the Company in accordance with the foregoing provisions of this Section. This By-Law shall be subject to implementation by Resolutions of the Board of Directors presently existing or hereafter passed from time to time for that purpose, and any provisions of these By-Laws (other than this Section) and any resolutions which are contrary to the provisions of this Section or to the provisions of any such implementary Resolutions shall be suspended during such a disaster period until it shall be determined by any interim Executive Committee acting under this section that it shall be to the advantage of the Company to resume the conduct and management of its affairs and business under all of the other provisions of these By-Laws.

  • Board of Director Approval This Agreement shall have been approved by the Board of Directors of Acquirer.

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company. (b) The Members shall have the power and authority to delegate to one or more other persons the Members’ rights and power to manage and control the business and affairs, or any portion thereof, of the Company, including to delegate to agents, officers and employees of a Member or the Company, and to delegate by a management agreement with or otherwise to other Persons. (c) The Members hereby delegate to the Board of Directors of the Company (the “Board”), to the fullest extent permitted under this Agreement and Delaware law and subject to Section 7.1(d), all power and authority related to the Company’s management and control of the business and affairs of the Partnership. (d) Notwithstanding anything herein to the contrary, without obtaining approval of Members representing a Majority Interest, the Company shall not, and shall not take any action to cause the Partnership to, (i) sell all or substantially all of the assets of the Company or the Partnership, (ii) merge or consolidate, (iii) to the fullest extent permitted by Applicable Law, dissolve or liquidate, (iv) make or consent to a general assignment for the benefit of its respective creditors; (v) file or consent to the filing of any bankruptcy, insolvency or reorganization petition for relief under the United States Bankruptcy Code naming the Company or the Partnership, as applicable, or otherwise seek, with respect to the Company or the Partnership, such relief from debtors or protection from creditors generally; or (vi) take various actions similar to those described in any of clauses (i) through (v) of this Section 7.1(d).

  • Board of Directors or Board The persons holding such office, as of any particular time, under the Articles of Incorporation of the Company, whether they be the Directors named therein or additional or successor Directors.

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