Management by Manager i) The Member hereby elects Charter Communications, Inc., a Delaware corporation (formerly known as CCH I, LLC) (“CCI”), or its successor-in-interest, as the Company’s manager (the “Manager”). CCI shall be the Manager until a simple majority of the Votes elects otherwise. No additional person may be elected as Manager without the approval of a simple majority of the Votes (for purposes of this Agreement, to the extent the context requires, the term “person” refers to both individuals and entities). Except as otherwise required by applicable law and as provided below with respect to the Manager’s board of directors (the “Board”), the powers of the Company shall at all times be exercised by or under the authority of, and the business, property and affairs of the Company shall be managed by, or under the direction of, the Manager. The Manager is a “manager” of the Company within the meaning of the Act. Any person appointed as Manager shall accept its appointment by execution of a consent to this Agreement.
ii) The Manager shall be authorized to elect, remove or replace directors and officers of the Company, who shall have such authority with respect to the management of the business and affairs of the Company as set forth herein or as otherwise specified by the Manager in the resolution or resolutions pursuant to which such directors or officers were elected.
iii) Except as otherwise required by this Agreement or applicable law, the Manager shall be authorized to execute or endorse any check, draft, evidence of indebtedness, instrument, obligation, note, mortgage, contract, agreement, certificate or other document on behalf of the Company without the consent of any Member or other person.
iv) No annual or regular meetings of the Manager or the Members are required. The Manager may, by written consent, take any action which it is otherwise required or permitted to take at a meeting.
v) The Manager’s duty of care in the discharge of its duties to the Company and the Members is limited to discharging its duties pursuant to this Agreement in good faith, with the care a director of a Delaware corporation would exercise under similar circumstances, in the manner it reasonably believes to be in the best interests of the Company and its Members.
vi) Except as required by the Act, no Manager shall be liable for the debts, liabilities and obligations of the Company, including without limitation any debts, liabilities and obligations under a judgment, decree or order of...
Management by Manager. The business and affairs of the Company shall be managed by American Telecasting, Inc. (the “Manager”). The Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company and to perform any and all other acts or activities customary or incident to the management of the Company in the ordinary course of its business. The Manager may be removed by the Member at any time and from time to time, with or without cause, and the Member may appoint another person (including the Member) to serve as Manager of the Company.
Management by Manager. The affairs of the Company shall be managed by a manager. The manager shall have authority to make all decisions with respect to the Company as provided in Section 7. The manager shall have authority to execute documents on behalf of the Company, and the signature of the manager on behalf of the Company shall be binding on the Company. The member in the capacity of member shall not have authority to bind the Company.
Management by Manager. Except as otherwise limited by this Agreement, the Manager shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise; provided, however, that the Company may, at its election, appoint one or more officers to exercise its rights under this Agreement. The Manager shall be entitled to make all decisions and take all actions for the Company, and the Manager has the authority to bind the Company.
Management by Manager. The business and affairs of the Company shall be managed by People’s Choice TV Corp. (the “Manager”). The Manager shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company and to perform any and all other acts or activities customary or incident to the management of the Company in the ordinary course of its business. The Manager may be removed by the Member at any time and from time to time, with or without cause, and the Member may appoint another person (including the Member) to serve as Manager of the Company.
Management by Manager. Management of the LLC is vested in a Manager and not in the Member. The Manager shall be elected by the Member. The Manager may exercise all such powers of the LLC and do all such lawful acts and things as may be done by a manager of a limited liability company under the Act.
Management by Manager. The Company shall be managed by RSI Communities LLC, a Delaware limited liability company (and each successor as manager appointed in accordance with this Agreement, being referred to herein as a “Manager”), which shall have the power and authority to: (i) make all decisions on behalf of the Company and all actions to be taken on behalf of the Company shall be made or taken by the Manager and no other person shall have the power or authority under this Agreement to make any decisions or take any actions on behalf of the Company; and (ii) execute and/or deliver, in furtherance of the Company business, any deed of trust, promissory note, xxxx of sale, contract or other instrument purporting to convey, exchange or encumber any Company asset, provided that the Manager may appoint one or more individuals as officers of the Company. Any number of offices may be held by the same person. Each officer shall hold office at the pleasure of the Manager until his or her successor is appointed. Any officer may be removed, with or without cause, at any time by the Manager. The Manager shall not be removed and its duties shall not be limited by any action taken by or on behalf of any other Member, other than upon the written vote of the Member. Upon any such removal of the Manager, upon the resignation of the Manager or upon a Manager’s ceasing to act as a Manager for any other reason, a successor Manager shall be appointed by the Members, including any successor trustee who has become a member pursuant to Article V below.
Management by Manager. Subject to Section 5.2 hereof, the Manager shall be responsible for the operation of the Company’s business in the ordinary course, and shall have the authority to do all things without the approval or consent of the Members that it determines in its sole discretion to be in furtherance of the purposes of the Company. Without limiting the generality of the foregoing, the Manager shall have the authority to:
(a) arrange for the collection and deposit of all cash receipts of the Company;
(b) establish, maintain, and draw upon checking and other accounts in the name of the Company, in such bank or banks as the Manager may, from time to time, select;
(c) execute notifications, statements, reports, returns and other filings that are necessary or desirable to be filed with any state or federal securities commission;
(d) except as provided in Section 7.3 hereof, make any tax elections available to the Company under the Code or the Regulations thereunder, to designate a tax matters partner of the Company, and to execute, acknowledge and deliver any and all instruments desirable to effectuate the foregoing;
(e) employ accountants, attorneys, consultants and other persons, firms, corporations or entities on such terms and for such compensation as it shall determine;
(f) arrange for the payment of all liabilities of the Company;
(g) arrange for the timely filing of all federal and state tax returns of the Company;
(h) borrow money on behalf of the Company on such terms as the Manager may determine, provided, however, that, during the Test Period, any such borrowing in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(4) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a);
(i) hypothecate, encumber, and/or grant security interests in assets of the Company, provided, however, that, during the Test Period, any such hypothecation, encumbrance, and/or grant of security interests in assets of the Company having a fair market value in excess of ten thousand dollars ($10,000) shall be a Major Decision pursuant to Section 5.2(a)(5) hereof and shall accordingly be subject to the Member voting requirement described in Section 5.2(a); and
(j) make, enter into, deliver and perform all contracts, agreements or undertakings, pay all costs and expenses and perform all acts deemed appropriate by the Manager to carry out the Company’s purposes.
Management by Manager. The management and control of the Company and its business and affairs shall rest exclusively in one or more managers (a "Manager"), who shall be designated and appointed by the Member. The Member hereby confers upon each of Xxxxx X. Xxxxx and Xxxxx X. Xxxxxx, individually and jointly, the authority to act alone as a Manager of the Company. A Manager may, but is not required to, be a Member, and shall serve as Manager until the Manager's successor is chosen and qualified, or until the Manager's earlier death, resignation or removal. A Manager may resign upon at least 30 days' notice to the Member. The Member may remove the Manager without notice or without cause.
Management by Manager. The Fund shall be managed exclusively by the Manager and the Manager shall devote such time to the business and affairs of the Fund as it deems reasonably necessary. The Fund shall not have any of its own employees. No Member shall take part, or have the right or power to take part, in the control or management of the business of the Fund, nor shall any Member have any right or authority to act for or bind the Fund.
