Management by the Board Sample Clauses

Management by the Board. (i) The business and affairs of the Fund shall be managed by or under the direction of the Board, except as may be otherwise provided by law. Unless otherwise specified in this Agreement, consent or approval by the Fund shall be determined by the Board. (ii) The Board may appoint and elect (as well as remove or replace with or without cause), as it deems necessary, a President, a Chief Financial Officer, a Chief Legal Officer, a Chief Compliance Officer, a Treasurer, a Secretary and any other officer of the Fund the Board determines to be necessary or advisable (collectively, the “Officers”). The names of each Officer and such Officer’s position as of the date hereof are listed on SCHEDULE B. (iii) The Officers shall perform such duties and may exercise such powers as may be assigned to them by the Board. (iv) Unless the Board decides otherwise, if the title of any person authorized to act on behalf of the Fund under this Section 3.4(c) is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 3.4(c). Any number of titles may be held by the same person. Any delegation pursuant to this Section 3.4(c) may be revoked at any time by the Board. (v) The Board may authorize any Person, including any Officer, to sign on behalf of the Fund.

Management by the Board. Except for situations in which the approval of the Member is required by non-waivable provisions of applicable law, and subject to the provisions of Section 8.2, (i) 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 Board, and (ii) the Board may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including, without limitation, the following: (a) acquire, hold, manage, sell, exchange, lease or otherwise dispose of all property of the Company, real, personal and mixed, in the Company’s name, or in the name of a nominee or trustee for the Company; (b) contract on behalf of the Company and execute and deliver on behalf of and in the name of the Company or in the name of a nominee or trustee for the Company, contracts, agreements, leases, mortgages, bills of sale, guaranties, indemnities, assignments, security agreements, certificates and assumed name certificates, and any and all other documents or instruments necessary, advisable or incidental to the conduct of the Company’s business or the performance of the Board’s duties or the exercise of the powers of the Board hereunder; (c) perform, manage and contract for all accounting, clerical and ministerial functions of the Company, employ or engage such accountants, attorneys, brokers, agents and other management or service personnel and employees of or for the Company and generally incur such costs and expenses as may from time to time be required to carry on the business of the Company; (d) collect and disburse all monies of the Company and establish, maintain and supervise the deposit and withdrawal of funds of the Company and bank accounts of the Company; (e) to the extent that funds of the Company are available therefor, pay debts and obligations of the Company; (f) procure and maintain such insurance as may be available in such amounts and covering such risks as are deemed appropriate by the Board; (g) borrow money and refinance, extend or rearrange any Company loans, and pledge, mortgage, hypothecate, encumber and grant security interests in Company property and assets to secure the payment of Company borrowings; (h) reinvest Company revenues for any valid purpose of the Company; (i) compromise claims and institute or defend law suits; (j) exercise all powers of the Company and make all decisions with respect to its business and the conduct of ...

Management by the Board. (a) The management, policies and affairs of the Company shall be managed by or under the direction of the Board; provided, however, that subject to the Investment Company Act and applicable law, the Board may delegate its rights and powers to third parties, including the Investment Adviser, as it may determine; provided that the Board shall remain responsible for its duties and obligations hereunder and under applicable law and regulation notwithstanding any such delegation; provided further that any delegation by the Board of its rights and powers beyond the ordinary course of matters generally delegated by the boards of directors of other BDCs managed or advised by the Investment Adviser or any of its Affiliates shall require the consent of a majority-in-interest of the Members. Unless otherwise specified in this Agreement, consent or approval by the Company shall be determined by the Board. Each member of the Board shall, in the performance of such member’s duties, be fully protected in relying in good faith upon such information, opinions, reports or statements presented to the Company by any party to whom the Board has delegated its rights and powers, including the Investment Adviser, as to those matters the member reasonably believes are within such person’s professional or expert competence and who has been selected and monitored with reasonable care by the Company or the Investment Adviser. (b) The Board may appoint and elect (as well as remove or replace with or without cause), as it deems necessary, Chief Executive Officers, Presidents, Vice Presidents (including Executive Vice Presidents), Treasurers, Chief Financial Officers, Secretaries, Chief Compliance Officers, Chief Operating Officers and any other officers of the Company the Board determines to be necessary or advisable (collectively, the “Officers”). The names of each Officer and such Officer’s position as of the date hereof are listed on Schedule B. No compensation shall be payable by the Company to any Officer that is an Affiliate or employee of the Investment Adviser. (c) The Officers shall perform such duties and may exercise such powers as may be assigned to them by the Board. For the avoidance of doubt, where there is more than one Chief Executive Officer, President, Vice President (including Executive Vice President), Treasurer, Chief Financial Officer, Secretary, Chief Compliance Officer or Chief Operating Officer, any person holding such office may, acting alone, take any action...

Management by the Board. The business and affairs of the Company shall be managed by or under the direction of its Board, each member of which is deemed a “manager” under the Act.

Management by the Board. (a) Except for situations in which the approval of the Members is required by this Agreement or by nonwaivable provisions of applicable law, and subject to the provisions of Section 4.2, (i) the powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Board and (ii) the Board may make all decisions and take all actions for the LLC not otherwise provided for in this Agreement, including the following: (i) entering into, making and performing contracts, agreements and other undertakings binding the LLC that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC and making all decisions and waivers thereunder; (ii) maintaining the assets of the LLC in good order; (iii) collecting sums due the LLC; (iv) 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; (v) to the extent that funds of the LLC are available therefor, paying debts and obligations of the LLC; (vi) acquiring, utilizing for LLC purposes and disposing of any asset of the LLC; (vii) hiring and employing executives, Officers, supervisors and other personnel; (viii) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (ix) entering into guaranties on behalf of the LLC's Subsidiaries; (x) obtaining insurance for the LLC; (xi) determining Distributions of cash and other property of the LLC as provided in ARTICLE III; (xii) establishing reserves for commitments and obligations (contingent or otherwise) of the LLC; and (xiii) establishing a seal for the LLC. (b) Notwithstanding the provisions of Section 4.1(a), the Board may not cause the LLC to sell, lease, exchange or otherwise Dispose of (other than by way of a pledge, mortgage, deed of trust or trust indenture) all or substantially all of the LLC's property and assets (with or without good will), other than in the usual and regular course of the LLC's business without obtaining the consent of Members who hold a Majority in Interest.

Management by the Board. (a) Except for matters in which the approval of is required by the nonwaivable provisions of the Act or by this Agreement, 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 managers, who shall be referred to in this Agreement individually as a “Manager” or collectively as the “Managers”, and who shall act as a board (when acting as a board, the Manager(s) as the “Board”), which Board shall collectively act as the “manager” of the Company (as such term is used in the Act). No Manager in his or her individual capacity as such shall have the authority to bind the Company, such powers being reserved to the Managers acting through the Board, unless the Board or the Members, as applicable, have authorized such Manager to take such action or as otherwise provided by this Agreement. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement the Board shall have (subject to the Act and all consent rights and other limitations in this Agreement) full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, subject to the provisions of this Agreement. Any determination to be made herein by the Board shall be made in the sole discretion of the Board unless expressly stated otherwise. (b) Except as otherwise provided in this Agreement, each Member hereby (i) specifically delegates to the Board (which authority may be delegated by the Board to an officer) its rights and powers to manage and control the business and affairs of the Company in accordance with the provisions of Section 18-407 of the Act, and (ii) waives its right to bind the Company, as contemplated by the provisions of Section 18-402 of the Act. No Member, in such capacity (for the avoidance of doubt, excluding other capacities, such as a Manager, officer, employee, Service Provider or agent of the Company, if such Member also serves in any such other roles), shall take part in the operation, management or control of the Company.

Management by the Board. Except as set forth in Articles 4.1, 4.3, 4.11 or as otherwise provided in this Agreement, the business and affairs of the Company shall be managed by the Board, as more particularly set forth in this Article IV. Subject to Articles, 4.1, 4.3, 4.11 or as otherwise stated in this Agreement, the Board shall have sole and unfettered discretion with respect to all determinations, decisions, consents, approvals, actions, and the like to be made or taken by the Board pursuant to this Agreement or the Act. Without limiting the generality of the foregoing, in additional to the rights and obligations of the Board provided for elsewhere in this Agreement, subject to Article 4.3, the Members hereby authorize the Board: (a) To supervise the business of the Company and to make those general decisions regarding the affairs of the Company, other than matters considered day-to-day; (b) To amend, supplement, and/or approve modifications to the Business Plan and/or the Budget as further provided in Article 4.16; (c) To incur all bills, invoices, and expenses by and on behalf of the Company in excess of the amounts set forth in the Budget and/or Business Plan; (d) To determine Net Available Cash Flow of the Company or any component thereof; (e) To determine, in accordance with Article 3.2, the need and amount, if any, of Additional Capital Contributions; (f) Subject to the necessary approvals provided in Article 3.2, to create, authorize the creation of, or issue additional Units of the Company or admit or cause to the admission of additional or Substitute Members of the Company; (g) To compromise and settle claims against Company in excess of $50,000.00; (h) To confess or cause a confession of judgment against the Company in excess of $50,000.00 (i) To enter into or cause either the Company or any subsidiary to enter any joint venture investment that is within the purpose set forth in Article 2.3 with any unrelated Person; (j) To perform such other acts as are set forth in this Agreement, or as the Board determines necessary or appropriate in connection with the Company's business; (k) To guarantee indebtedness for trade accounts incurred in the ordinary course of the Company's business; (l) To hire, fire, or change the compensation of executive officers of the Company (or any subsidiary), other than the Manager; (m) Except for payments to the Manager of the management fee(s) set forth herein, with the concurrence of each Class A Director, make any payment or distribution t...

Management by the Board. Except for those matters for which the approval or consent of any Member is required by this Agreement, any Ancillary Agreement or by nonwaivable provisions of applicable law, the business and affairs of the Company and any subsidiary of the Company shall be managed by the Members acting through a Board of Directors (the “Board”), and the Board shall have, subject to the terms of this Agreement and the Ancillary Agreements, full, exclusive and complete discretion, power and authority to manage, control, administer and operate the business and affairs of the Company and its subsidiaries. Decisions of the Board within its scope of authority shall be binding upon the Company and its Members (in their capacity as Members). Actions of the Board shall require the affirmative vote or consent of the Directors on the Board as provided in Sections 7.03 and 7.07.

Management by the Board. (a) The management of the Company shall be vested in the Board. Except as otherwise provided in this Agreement, the Board shall have all authority, rights and powers in the management of the Company business to do any and all acts and things necessary, proper, appropriate, advisable, incidental or convenient to effectuate the purposes of this Agreement. Any action taken by the Board on behalf of the Company in accordance with the foregoing provisions shall constitute the act of and shall serve to bind the Company. The Board shall initially be comprised of three (3) persons, consisting initially of C▇▇▇▇▇, L▇▇▇▇▇ and R▇▇▇▇▇▇▇▇▇ (collectively, the “Board Members”), and thereafter shall consist of such number as may be fixed from time to time by resolution of the Voting Majority In Interest. Each Board Member shall serve in such capacity, except as otherwise set forth herein, until such time that such Board Member is removed by resolution of the Voting Majority In Interest or resigns. All appointments of Board Members shall be subject to applicable Gaming Laws. If any such Board Member unsuitable by the Gaming Authorities he or she shall automatically be removed from such position. (b) Except as otherwise required by law or the Gaming Authorities, any Board Member may be removed from the Board, with or without cause, by the Voting Majority In Interest and the office of such Board Member shall forthwith become vacant. Any Board Member may resign at any time. Such resignation shall take effect at the time specified therein, and if no time be specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective, unless so specified therein. Any vacancy on the Board occurring from any cause whatsoever, shall be filled by a candidate appointed by the Voting Majority In Interest. (c) Meetings of the Board shall be held at such times and locations as may be determined by the Voting Majority In Interest. Notice of each meeting shall be given by the Voting Majority In Interest to each Board Member and shall state the place, date and time of the meeting. Notice of such meeting shall be mailed, postage prepaid, to each Board Member and Board observer addressed to him at his address or usual place of business by first class mail or shall be sent by facsimile, overnight courier, telex, or be delivered to him personally or by telephone, at least ten (10) days before the day on which such meeting is to be held. (d) A...