Management by Member. The management of the Company shall be vested exclusively in the Member. The Member, in its capacity as sole Member, may make all decisions and take all actions for the Company as in its sole discretion it shall deem necessary or appropriate to enable the Company to carry out the purposes for which the Company was formed including, without limitation, the following:
(a) entering into, making and performing contracts, agreements, undertakings and guarantees of whatsoever kind and nature in the name and on behalf of the Company;
(b) setting aside reserves, opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money, and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements;
(c) selling, conveying, mortgaging, pledging, exchanging and disposing of property;
(d) incurring liabilities, borrowing money, issuing notes, bonds and other obligations and securing any of the Company’s obligations by mortgage or pledge of any of the Company’s property or income;
(e) collecting sums due to the Company; bringing and defending on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise;
(f) selecting, removing, and changing the authority and responsibility of lawyers, auditors and other advisers and consultants;
(g) issuing Powers of Attorney in favor of such persons as it may deem necessary or appropriate to carry out and implement any decisions made or actions taken on behalf of the Company pursuant to this Section 4.1; and
(h) the adoption of such resolutions, including by unanimous written consent, as it may deem necessary or appropriate to approve any decisions made or actions taken on behalf of the Company pursuant to this Section 4.1. Any correspondence sent by the Member, in its capacity as sole Member, on behalf of the Company and any agreements, contracts, undertakings, Powers of Attorney or other documents executed by the Member, in its capacity as sole Member, on behalf of the Company shall be signed by the Member as follows: REDWING SHIPPING LLC By: Eagle Bulk Shipping Inc., its Sole Member By: ______________________________________ Name: Title:
Management by Member. Except as otherwise limited by this Agreement, the Member 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 Member shall be entitled to make all decisions and take all actions for the Company, and the Member has the authority to bind the Company.
Management by Member. The Company shall be managed by the Member.
Management by Member. The management of the Company is fully reserved to the Member, 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 Member, who shall make all decisions and take all actions for the Company. In managing the business and affairs of the Company and exercising its powers, the Member shall act through resolutions adopted in written consents. Decisions or actions taken by the Member in accordance with this Agreement shall constitute decisions or action by the Company and shall be binding on the Company. Notwithstanding the foregoing, the Member shall not take any action in violation of the Limited Liability Company Agreement of Armkel, LLC, dated as of August 27, 2001, as such agreement may be amended from time to time.
Management by Member. 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 Member. The management of the Company is reserved to the Member, and the Company shall not have “managers,” as that term is used in the Act.
Management by Member. The business and affairs of the Company shall be managed by the Member. The Member shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company.
Management by Member. (a) Subject to the other provisions of this Agreement, the Member shall have the right to, and shall be fully responsible for, the management and control over the business of the Company. The Member shall make all decisions affecting the business of the Company, except to the extent that this Agreement or nonwaivable provisions of the TLLCL require otherwise. The Member shall have all rights, powers and authority generally conferred by the TLLCL on the members of a limited liability company managed by its members or as otherwise provided by law or necessary, advisable or consistent with accomplishing the purposes of the Company.
(b) Without limiting the other provisions of Section 4.1, the Member have the power:
(i) to cause this Company to enter into partnerships or become a member of other limited liability companies and to exercise the authority and to perform the duties required of the Company as such a partner or member;
(ii) to acquire, hold and dispose of property or any interest in it;
(iii) to protect and preserve the title to and the interest of the Company in all of its property and assets, real, personal and mixed;
(iv) to borrow money on behalf of the Company and to encumber the Company assets or place title in the name of a nominee for purposes of obtaining financing;
(v) to employ from time to time, at the expense of the Company, consultants, accountants and attorneys;
(vi) to pay all expenses incurred in the operation of the Company and all taxes, assessments, rents and other impositions applicable to the Company or any part thereof;
(vii) to sign deeds, notes, contracts and other instruments in the name and on behalf of the Company;
(viii) to make all filings with governmental authorities, including tax returns; and
(ix) to assume any and all overall duties imposed on a member of a limited liability company managed by its members by the TLLCL.
(c) The Member may appoint such officers of the Company as it may deem appropriate and may remove any such officer at any time with or without cause. The Member may delegate to the Company’s officers such powers and duties as it may deem appropriate and subsequently revoke or modify those powers and duties, and except to the extent that the Member determines otherwise, each officer will have the powers and duties normally associated with an officer having a similar title with a Texas corporation. The Member also may delegate authority to other Persons and revoke that delegation as it may deem appropr...
Management by Member. Responsibility for the management of the business and affairs of the LLC shall be vested in the Member, which shall have all right, power and authority to manage, operate and control the business and affairs of the LLC and to do or cause to be done any and all acts, at the expense of the LLC, deemed by it to be necessary or convenient to the furtherance of the purpose of the LLC described in this Agreement, and all powers, statutory or otherwise, possessed by members of a limited liability company under the Act. Without limiting the generality of the foregoing, the Member may appoint, remove and replace officers of the LLC at any time and from time to time, and the Member, in its sole discretion, may retain such persons or entities (including any person or entity in which the Member shall have an interest or of which the Member is an affiliate) as it shall determine to provide services to or on behalf of the LLC for such compensation as the Member deems appropriate. The Member is hereby designated as an authorized person, within the meaning of the Act, to execute, deliver and file the Certificate and any amendments or restatements thereof required by law.
Management by Member. The Company shall be managed by the Member. The Member may exercise all such powers and do all such lawful acts and things as are permitted by the Act and this Agreement.
Management by Member. The business and affairs of the LLC shall be managed by the Member in its sole discretion. The Member may delegate or sub-contract such management to other entities, including Affiliates on customary terms.
