Management by Directors. The business and affairs of the Company will be managed by its Board of Directors. The Board of Directors will have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, including the powers set forth in Schedule 6.1, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business and objectives. No one Director may take or effect any action on behalf of the Company or otherwise bind the Company in the absence of a formal delegation of authority by the Board of Directors to such Director.
Management by Directors. The management of the Company’s business will be vested in a Board of Directors designated by and subject to the ultimate direction of the Member.
Management by Directors. (i) The Managing Member hereby delegates the full and entire management of the business and affairs of the Company to the Board of Directors which shall have and may exercise all of the powers that may be exercised or performed by the Company. Except where the approval of the Members is expressly required by this Agreement or by nonwaivable provisions of the Delaware Act, the Board of Directors shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters, and to perform any and all other acts or activities customary or incident to the management of the Company’s business. The Board of Directors shall have the further power to delegate any and all authority to such officers, including, without limitation, the officers described in Section 10, employees, agents and representatives of the Company as it may from time to time deem appropriate.
(ii) Without limiting the generality of Section 9, the Board of Directors shall have full power and authority to authorize the Company:
(A) to acquire property from any Person; the fact that a Member or Director is directly or indirectly affiliated or connection with any such Person shall not prohibit the Company from dealing with that Person;
(B) to borrow money for the Company from banks, other lending institutions, any of the Members or Directors, or Affiliates of any of the Members or Directors on such terms as they deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums;
(C) to purchase liability and other insurance to protect the Company’s property and business;
(D) to hold and own any real and/or personal properties in the name of the Company;
(E) to invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or similar type investments;
(F) to execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; mortgages or deeds of trust; security agreements; financing statements; documents providing for the acquisition, mortgage or disposition of the Company’s property; assignments; bills of sale; leases; partnership agreements; and any other instruments or documents necessary, in the opinion of the Directors, to ...
Management by Directors. 28 6.2 NUMBER AND DESIGNATION OF DIRECTORS; OBSERVER OF THIRD PARTY INVESTORS......29 6.3
Management by Directors. Subject to the provisions of the Certificate of Formation and this Agreement relating to actions required to be approved by the Members, the business, property and affairs of the Company shall be managed and all powers of the Company shall be exercised by or under the direction of the Managing Members who shall act through their designated representatives as the Board of Directors ("BOARD OF DIRECTORS"). Subject to the foregoing, the Members are the "MANAGERS" of the Company as such term is defined under the Act. Notwithstanding Section 18402 of the Act, the powers of the Members and the Board of Directors to bind the Company are as set forth in this Agreement.
Management by Directors. Management of the Company shall be vested in the Board of Directors, and all 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 Board of Directors, unless otherwise provided in the Act, the Certificate or this Agreement. Unless otherwise expressly provided in this Agreement, so long as two or three directors constitute the entire board such management authority and powers shall be exercised only with the agreement of any two directors.
(a) The number of directors of the Company shall be determined from time to time by resolution of the directors; provided, however, that no decrease in the number of directors shall shorten the term of an incumbent director. Each director shall hold office for the term for which he is elected and thereafter until his successor shall have been elected and qualified, or until his earlier death, resignation or removal. Directors need not be residents of the State of Delaware. The initial directors of the Company shall be Messrs. Xxxxxxx A.R. Xxxxxxxxx, Xxxxxxx Xxxx and Xxxxxx Xxxx.
(b) Any vacancy occurring in the directors or a director position to be filled by reason of an increase in the number of directors may be filled by the Member. Any director may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the remaining directors. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation.
Management by Directors. Subject to the provisions of the Companies Act, the Memorandum, these Articles and any directions given by Ordinary Resolution, the business and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors. The Directors shall have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company as are not by the Companies Act, the Memorandum, these Articles or the terms of any Special Resolution required to be exercised by the Members. No alteration of the Memorandum or these Articles or any direction given by Ordinary or Special Resolution shall invalidate any prior act of the Directors that was valid at the time undertaken. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
Management by Directors. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors (the "Board") and, subject to the restrictions imposed by law, by the Certificate of Incorporation and Bylaws and by this Agreement, the Board may exercise all powers of the Corporation. The provisions and rights set forth in Sections 3.2, 3.3, 3.5, 3.8, 3.9 and 3.13 shall terminate and be of no further force or effect, effective as of the consummation of a private placement of the Corporation's Common Stock to "qualified institutional buyers" pursuant to Rule 144A and to "accredited investors" pursuant to Regulation D with net proceeds to the Corporation of not less than $100.0 million, with a portion of the net proceeds used to redeem all of the outstanding Preferred Stock (the "Proposed Private Offering").
Management by Directors. The property, business and affairs of the Association shall be managed by a Board of Directors, which shall consist of not less than three (3) persons, but as many persons as the Board of Directors shall from time to time determine. A majority of the directors in office shall constitute a quorum for the transaction of business. The By-Laws shall provide for meetings of directors, including an annual meeting.
Management by Directors. The management of the Company’s business shall be vested in a Board of Directors designated by and subject to the ultimate direction of the Member. The initial Directors shall be Xxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxxx, and Xxxxxxxx Xxxxxx. The Board of Directors shall be the “managers” of the Company as such term is defined in the Act.
