Management by the Board of Directors Sample Clauses

Management by the Board of Directors. Except for cases in which the approval of the Members is expressly required under this Agreement or by non-waivable provisions of applicable Law, the powers, business and affairs of the Company and its Subsidiaries, including managing the business and affairs of the Partnership as the general partner thereof and each of the Partnership’s Subsidiaries and making any determination required to be made pursuant to the Partnership Agreement, shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed and controlled by, a board of directors of the Company (the “Board”).
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Management by the Board of Directors. (i) The management, policies and control of the Fund shall be vested exclusively in the Board; provided, however, that the Board may delegate its rights and powers to third parties, including the Managing Members, as it may determine. (ii) The Board may appoint and elect (as well as remove or replace with or without cause), as it deems necessary, a President, Vice Presidents, a Treasurer, a Chief Executive Officer, a Chief Financial Officer, a Chief Operating Officer, a Secretary, a Chief Compliance Officer and any other officer of the Fund (collectively, the “Officers”). Pursuant to the Investment Company Act, the Board shall consider and determine whether the compensation of the Chief Compliance Officer is fair and reasonable. The names of each Officer and such Officer’s position shall be listed on Schedule B, which shall be updated as necessary. (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 4.1(b) 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 4.1(b). Any number of titles may be held by the same person. Any delegation pursuant to this 4.1(b) 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. Unless authorized to do so by the Board, no Officer shall have any power or authority to bind the Fund in any way, to pledge its credit, or to render it liable for any purpose.
Management by the Board of Directors. Subject to the terms hereof and except as the Manager and/or the other officers are permitted hereby, 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 a board of directors (the “Board of Directors” or the “Board”). The members of the Board of Directors as of the date hereof shall be those Persons set forth on Exhibit B hereto. Each member of the Board of Directors is referred to herein as a “Director.”
Management by the Board of Directors. Subject to such matters which are expressly reserved hereunder or under the Act to the Members for decision, the business and affairs of the Company and each Series shall be managed by or under the direction of a Board of Directors (the “Board”), which shall be responsible for policy setting, approving the overall direction of the Company and making all decisions affecting the business and affairs of the Company and each Series. It is the intent of the parties hereto that each director (“Director”) of the Company shall be deemed to be a “manager” of the Company (as defined in Section 18-101(10) of the Act) for all purposes under the Act.
Management by the Board of Directors. Subject to the Business Plan and the terms of this Agreement, the business and affairs of the Company shall be managed and controlled by, or under the direction of, a Board of Directors (the “Board of Directors,” and each director on the Board of Directors is referred to individually as a “Director” and collectively as the “Directors”), which may exercise all such powers of the Company and do all such lawful acts and things as are not, by Law or by this Agreement, directed or required to be exercised or done by a Member or the Members.
Management by the Board of Directors. The powers, business and affairs of the Company and its Subsidiaries, including, without limitation, the powers, business and affairs of the Company that relate to management and Control of any of its Subsidiaries or the Partnership Group Companies, shall be exercised by or under the authority or direction of a board of directors (the “Board of Directors” or the “Board”), except for cases in which the approval of the Members is expressly required by non-waivable provisions of applicable law, including the Delaware Act, or in accordance with the express provisions of this Agreement. The Company shall cause the Partnership Group Companies to comply with contracts and agreements to which they are a party.
Management by the Board of Directors. (a) Except as otherwise specifically set forth in this Agreement or the Management Agreement, the management, operation policy and investment decisions of the Company and the conduct of the Company’s business shall be vested exclusively in a Board of Directors (the “Board”), which shall have the power, on behalf and in the name of the Company, to carry out any and all of the purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings which the Board may deem necessary or advisable or incidental thereto without approval or consent of the Members. Without limiting the foregoing, except as otherwise specified in this Agreement or the Management Agreement, the Board is hereby authorized and empowered for and on behalf of the Company without approval or consent of the Members: (i) to cause the Company to take all actions and execute such documents as the Board shall reasonably deem necessary or desirable in connection with the ownership of the assets or the operation of the business of the Company; (ii) to deposit the funds of the Company in the Company name in any bank or trust company and deposit and entrust to any bank or trust company any of the securities, monies, documents and papers belonging to or relating to the Company; (iii) to cause the Company to enter into such agreements, and to take such other actions, as are necessary or useful to carry out all decisions with respect to managing the assets of the Company; (iv) to purchase from or through others, on behalf of the Company, contracts of liability, casualty and other insurance which the Board deems advisable or appropriate or for the protection of the assets and affairs of the Company or for any purpose beneficial to the Company; (v) to employ or consult such Persons, firms or corporations as the Board deems advisable for the operation and management of the Company, including brokers, consultants, accountants, attorneys or specialists in any field of endeavor whatsoever; (vi) to effect any sale of assets, merger or consolidation with respect to the Company; (vii) to acquire (A) the equity securities of any Person, or (B) all or any portion of the assets of a Person or a separately identifiable division, business segment or product line thereof; (viii) to propose amendments to this Agreement; (ix) to carry out all clerical, accounting and legal functions of the Company, including the employment of appropriate agents therefor and the making of any a...
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Management by the Board of Directors. The business and affairs of the Company shall be managed by or under the direction of a Board of Directors (the “Board”), consisting of at least three natural persons designated as directors (the “Directors”) as provided below. The Board shall have discretion to manage and control the business and affairs of the Company, to make decisions affecting the business and affairs of the Company, and to take actions as it deems necessary or appropriate to accomplish the purposes of the Company and to exercise all of the power and authority that limited liability companies may take under the Act, provided, however, that there shall be reserved to the Initial Member those powers that, under the Delaware General Corporation Law, are reserved to the stockholders of a corporation organized under laws of the State of Delaware.
Management by the Board of Directors. (a) Except as otherwise specifically limited by law or this Agreement, the business and affairs of the Company shall be managed by or under the direction of a board of directors (the "Board") of the Company. Except as expressly authorized in writing by the Board or this Agreement, no Member or Director and no officer, employee, or agent of any Member, shall directly or indirectly act as agent of the Company for any purpose, engage in any transaction, make any commitment, enter into any contract or incur any obligation in the name of the Company or in any other way hold itself out as acting for or on behalf of the Company, and a Member shall be obligated to indemnify the Company for any costs or damages incurred by the Company as a result of the unauthorized action of such Member or any officer, employee or agent of such Member. Any attempted action in contravention of the preceding sentence shall be null and void ab initio, and not binding upon the Company, unless ratified or authorized in writing by the Board. (b) The Board shall consist of one or more members, the number thereof to be determined from time to time by the Board. The initial Board shall consist of seven Directors. (c) The Board may delegate, in writing, such powers and authority to the officers of the Company as are appropriate to facilitate the operations and related business activities of the Company, consistent with the terms of this Agreement. The officers of the Company shall exercise such delegated powers and authority in a manner consistent with the policies adopted from time to time by the Board. The Board shall retain the right to revoke any delegation granted hereunder at any time and to reverse or overrule (if possible) any action taken by an officer of the Company pursuant to delegated authority.
Management by the Board of Directors. Except as otherwise specifically limited by law or this Agreement, the business and affairs of the Company shall be managed by or under the direction of a board of directors (the "Board") of the Company. Except as expressly authorized in writing by the Board or this Agreement, no Member or Director and no officer, employee, or agent of any Member, shall directly or indirectly act as agent of the Company for any purpose, engage in any transaction, make any commitment, enter into any contract or incur any obligation in the name of the Company or in any other way hold itself out as acting for or on behalf of the Company, and a Member shall be obligated to indemnify the Company for any costs or damages incurred by the Company as a result of the unauthorized action of such Member or any officer, employee or agent of such Member. Any attempted action in contravention of the preceding sentence shall be null and void ab initio, and not binding upon the Company, unless ratified or authorized in writing by the Board.
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