Management by Board of Directors and Executive Officers. (a) The business and affairs of the Company shall be fully vested in, and managed by, the Board, subject to the executive officers elected pursuant to Article V hereof. The authority of the Board pursuant to the preceding sentence shall include, without limitation, the authority to approve matters relating to any merger, consolidation or conversion of the Company, sale of all or substantially all of the assets of the Company and the termination, dissolution and liquidation of the Company. 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 Corporation Law of the State of Delaware. The executive officers shall be vested with such powers and duties as are set forth in Article V hereof and as are specified by the Board. Accordingly, 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. The authority to increase the Special Member’s Percentage Interest is vested solely in the Board.
Appears in 6 contracts
Samples: Limited Liability Company Agreement (Penn Virginia Resource Partners L P), Agreement and Plan of Merger (Penn Virginia GP Holdings, L.P.), Limited Liability Company Agreement (Penn Virginia GP Holdings, L.P.)
