Management by the Board Sample Clauses

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 Manager, as it may determine. Unless otherwise specified in this Agreement, consent or approval by the Company shall be determined by the Board. (b) The Board may appoint and elect (as well as remove or replace with or without cause), as it deems necessary, a President, Vice Presidents (including Executive Vice Presidents), a Treasurer, a Chief Financial Officer, a Secretary, a Chief Compliance Officer and any other officer 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. (c) The Officers shall perform such duties and may exercise such powers as may be assigned to them by the Board. (d) Unless the Board decides otherwise, if the title of any Person authorized to act on behalf of the Company under this 3.4.3 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 3.4.3. Any number of titles may be held by the same Person. Any delegation pursuant to this 3.4.3 may be revoked at any time by the Board. (e) The Board may authorize any Person, including any Officer, to sign on behalf of the Company.

Management by the Board. (i) The business and affairs of the Company 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 Company 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 Executive Officer, a Chief Operating Officer, a Treasurer, a Chief Financial Officer, a Secretary, a Chief Compliance Officer and any other officer 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. (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 Company 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 Company.

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) 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 two persons, consisting initially of Barrack and Ribis; (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. (b) Subject to receiving any required approvals from the Gaming Authorities, the Board shall permit two (2) people to be non-voting Board observers one (1) representing each of Colony VI and Whitehall (the “ERISA Representatives”). The ERISA Representatives shall be entitled to attend any and all meetings of the Board in an observational capacity and ask questions of the Board members but shall not be members of the Board nor have any voting rights in respect of any actions taken by the Board. The rights of the ERISA Representatives are subject to: (i) their ability to attend such meetings but the Board shall not be required to reschedule meetings to accommodate the schedule of the ERISA Representatives so long as the Board provides at least ten (10) days notice of all such meetings in good faith and (ii) relevant legal and regulatory restrictions. (c) The Loan Agreement requires the Company to have an Independent Board Member. Pursuant to the Loan Agreement, under certain circumstances the Company is required to add a second Independent Board Member. As soon as practicable after the proposed Independent Board Member(s) receives any approval(s) required by the Gaming Authorities to serve as a Board Member, the Voting Majority In Interest shall increase the Board to add the Independent Board Member(s). The power of the Independent Board Member(s) shall be limited to voting on those matters set forth in Section 13.1(o), and the Independent Board Member(s) shall not have the right to vote on any ot...

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. 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. (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. Except as otherwise required by this Agreement or by non-waivable provisions of applicable law, the powers, business and affairs 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, a board of directors (“Board”). No director in his or her individual capacity shall have the authority to manage the Company or approve matters related to, or otherwise to bind the Company.