Common use of Management by Board of Directors and Executive Officers Clause in Contracts

Management by Board of Directors and Executive Officers. Except as delegated to the executive officers appointed pursuant to Section 7.9 hereof or as otherwise provided hereunder, and subject to Adena’s rights under the Investor Rights Agreement, the business and affairs of the Company shall be managed by or under the direction of the Board. The Directors and executive officers shall collectively constitute “managers” of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the executive officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporate Law of the State of Delaware. The executive officers shall be vested with such powers and duties as are set forth in Section 7.9 hereof and as may be further specified by the Board from time to time. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the executive officers who shall be agents of the Company. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by the Act, this Agreement or applicable law.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Natural Resource Partners Lp), Contribution Agreement (Natural Resource Partners Lp), Limited Liability Company Agreement (Natural Resource Partners Lp)

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Management by Board of Directors and Executive Officers. Except as delegated to the executive officers appointed pursuant to Section 7.9 hereof or as otherwise provided hereunder, and subject to Adena’s rights under the Investor Rights Agreement, the business and affairs of the Company shall be managed by or under the direction of the Board. The Directors and executive officers shall collectively constitute "managers" of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the executive officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporate Law of the State of Delaware. The executive officers shall be vested with such powers and duties as are set forth in Section 7.9 hereof and as may be further specified by the Board from time to time. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s 's behalf by the executive officers who shall be agents of the Company. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by the Act, this Agreement or applicable law.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Acin LLC), Limited Liability Company Agreement (Natural Resource Partners Lp), Limited Liability Company Agreement (Natural Resource Partners Lp)

Management by Board of Directors and Executive Officers. Except as delegated to the executive officers appointed pursuant to Section 7.9 hereof or as otherwise provided hereunder, and subject to Adena’s rights under the Investor Rights Agreement, the The business and affairs of the Company shall be fully vested in, and managed by or under by, a Board of Directors (the direction of "Board"), subject to the Boardexecutive officers elected pursuant to Article VIII hereof. The Directors and executive officers shall collectively constitute "managers" of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the executive officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporate Law of the State of Delaware. The executive officers shall be vested with such powers and duties as are set forth in Section 7.9 Article VIII hereof and as may be further are specified by the Board from time to timeBoard. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s 's behalf by the executive officers who shall be agents of the Company. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by the Act, this Agreement Act or applicable lawApplicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Williams Energy Partners L P), Limited Liability Company Agreement (Williams Energy Partners L P)

Management by Board of Directors and Executive Officers. Except as delegated to the executive officers appointed pursuant to Section 7.9 hereof or as otherwise provided hereunder, and subject to Adena’s rights under the Investor Rights Agreement, the (a) The business and affairs of the Company shall be fully vested in, and managed by by, a Board of Directors (the “Board” or under the direction “Board of Directors”), subject to the Boardexecutive officers elected pursuant to Article VI hereof. The Directors and executive officers shall collectively constitute “managers” of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the executive officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporate Corporation Law of the State of Delaware. The executive officers shall be vested with such powers and duties as are set forth in Section 7.9 Article VI hereof and as may be further are specified by the Board from time to timeBoard. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the executive officers who shall be agents of the Company. . (b) In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by the Act, this Agreement Act or applicable lawApplicable Law.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Penn Virginia GP Holdings, L.P.), Limited Liability Company Agreement (Penn Virginia GP Holdings, L.P.)

Management by Board of Directors and Executive Officers. Except as delegated to the executive officers appointed pursuant to Section 7.9 hereof or as otherwise provided hereunder, and subject to Adena’s rights under the Investor Rights Agreement, the The business and affairs of the Company shall be fully vested in, and managed by or under by, a Board of Directors (the direction of "Board"), subject to the Boardexecutive ----- officers elected pursuant to Article VIII hereof. [The Directors and executive officers shall collectively constitute "managers" of the Company within the meaning of the Act. .] Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the executive officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporate Business Corporation Law of 1988, as amended, of the State Commonwealth of DelawarePennsylvania. The executive officers shall be vested with such powers and duties as are set forth in Section 7.9 Article VIII hereof and as may be further are specified by the Board from time to timeBoard. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s 's behalf by the executive officers who shall be agents of the Company. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by the Act, this Agreement Act or applicable lawApplicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Sunoco Logistics Partners Lp)

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Management by Board of Directors and Executive Officers. Except as delegated to the executive officers appointed pursuant to Section 7.9 hereof or as otherwise provided hereunder, and subject to Adena’s rights under the Investor Rights Agreement, the The business and affairs of the Company shall be fully vested in, and managed by or under by, a Board of Directors (the direction of "Board"), subject to the Boardexecutive ----- officers elected pursuant to Article VIII hereof. The Directors and executive officers shall collectively constitute "managers" of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the executive officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporate Business Corporation Law of 1988, as amended, of the State Commonwealth of DelawarePennsylvania. The executive officers shall be vested with such powers and duties as are set forth in Section 7.9 Article VIII hereof and as may be further are specified by the Board from time to timeBoard. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s 's behalf by the executive officers who shall be agents of the Company. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by the Act, this Agreement Act or applicable lawApplicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Sunoco Logistics Partners Lp)

Management by Board of Directors and Executive Officers. Except as delegated to the executive officers appointed pursuant to Section 7.9 hereof or as otherwise provided hereunder, and subject to Adena’s rights under the Investor Rights Agreement, the The business and affairs of the Company shall be fully vested in, and managed by or under by, a Board of Directors (the direction of the "Board") and any executive officers elected pursuant to Article VIII hereof. The Directors and executive officers shall collectively constitute "managers" of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the executive officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporate Corporation Law of the State of Delaware. The executive officers shall be vested with such powers and duties as are set forth in Section 7.9 Article VIII hereof and as may be further are specified by the Board from time to timeBoard. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s 's behalf by the executive officers who shall be agents of the Company. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by this Agreement, the Act, this Agreement Act or applicable lawApplicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Williams Energy Partners L P)

Management by Board of Directors and Executive Officers. Except as delegated to the executive officers appointed pursuant to Section 7.9 hereof or as otherwise provided hereunder, and subject to Adena’s rights under the Investor Rights Agreement, the The business and affairs of the Company shall be fully vested in, and managed by by, a Board of Directors (the “Board” or under the direction “Board of Directors”), subject to the Boardexecutive officers elected pursuant to Article VII hereof. The Directors and executive officers shall collectively constitute “managers” of the Company within the meaning of the Act. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and the executive officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the General Corporate Law of the State of Delaware. The executive officers shall be vested with such powers and duties as are set forth in Section 7.9 Article VII hereof and as may be further are specified by the Board from time to timeBoard. Accordingly, except as otherwise specifically provided in this Agreement, the business and affairs of the Company shall be managed under the direction of the Board, and the day-to-day activities of the Company shall be conducted on the Company’s behalf by the executive officers who shall be agents of the Company. In addition to the powers and authorities expressly conferred on the Board by this Agreement, the Board may exercise all such powers of the Company and do all such acts and things as are not restricted by the Act, this Agreement Act or applicable lawApplicable Law.

Appears in 1 contract

Samples: Limited Liability Company Agreement (K-Sea GP Holdings LP)

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