Management by the Manager. The management of the business and affairs of the Company is vested in the managers. The managers shall be least one but not more than eleven in number unless changed by amendment.
Management by the Manager. Except as otherwise specifically set forth in this Agreement, the Manager shall be deemed to be a “manager” for purposes of applying the Delaware Act. Except as expressly provided in this Agreement or the Delaware Act, the day-to-day business and affairs of the Company shall be managed, operated and controlled by the Manager in accordance with the terms of this Agreement and no other Members shall have management authority or rights over the Company. The Manager is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company for the purpose of the Company’s business, and the actions of the Manager taken in accordance with such rights and powers, shall bind the Company (and no other Members shall have such right). Except as expressly provided in this Agreement, the Manager shall have all necessary powers to carry out the purposes, business, and objectives of the Company. The Manager may delegate to Members, employees, officers or agents of the Company in his discretion the authority to sign agreements and other documents on behalf of the Company.
Management by the Manager. 3.1.1 The Manager shall manage the affairs of the Company.
3.1.2 The Manager shall be appointed by the Member, from time to time, and may be replaced or removed by the Member at its sole discretion. The initial Manager is Xxxxxxx X. Xxxxxx.
Management by the Manager. Except as otherwise specifically set forth in this Agreement, the Manager shall be deemed to be a “Manager” for purposes of the Delaware Act and the Company shall be a Manager-managed entity. Except as expressly provided in this Agreement or the Delaware Act, the day-to-day business and affairs of the Company and its Subsidiaries shall be managed, operated and controlled exclusively by the Manager in accordance with the terms of this Agreement, and no other Members shall have management authority or rights over the Company or its Subsidiaries. The Manager is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company for the purpose of the Company’s and its Subsidiaries’ business, and the actions of the Manager taken in accordance with such rights and powers, shall bind the Company (and no other Members shall have such right). Except as expressly provided in this Agreement, the Manager shall have all necessary powers to carry out the purposes, business, and objectives of the Company and its Subsidiaries. The Manager may delegate to Members, employees, officers or agents of the Company or any Subsidiary in its discretion (i) the authority to sign agreements and other documents on behalf of the Company or any Subsidiary and (ii) such of the powers as are granted to the Manager hereunder as it deems appropriate. The Manager shall have the exclusive power and authority, on behalf of the Company and its Subsidiaries to take such actions not inconsistent with this Agreement as the Manager deems necessary or appropriate to carry on the business and purposes of the Company and its Subsidiaries. Notwithstanding the foregoing to the contrary, except with the consent of the Required Members, PubCo shall not and shall cause its Subsidiaries not to operate or conduct any business other than through the Company and its Subsidiaries.
Management by the Manager. The Members hereby agree that the Company shall be managed by the Manager,
Management by the Manager. In accordance with Section 18-401 of the Act, and except for matters for which approval by the Members is expressly required by the mandatory provisions of the Act or this Agreement (including, but not limited to, Section 5.2 below), 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 the Manager. AGH is hereby designated as the Manager. Decisions of the Manager within its scope of authority shall be binding upon the Company and each Member. Except for matters for which approval by the Members is expressly required by the mandatory provisions of the Act or this Agreement, no Member shall have the right to vote on any matters concerning the business, property or affairs of the Company.
Management by the Manager. Except as otherwise specifically set forth in this Agreement or required under the Act, 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 make all decisions regarding such matters and to perform any and all other acts or activities customary or incidental to the management of the Company; provided, that the Manager may, in its sole and absolute discretion, delegate to one or more Officers, in writing, certain authority, power, and discretion (which authority, power and discretion may, at any time, be revoked by the Manager, in its sole and absolute discretion).
Management by the Manager. Except those matters for which approval of the Unit Holders is expressly required by this Agreement or any nonwaivable provisions of the Act, and subject to the last sentence of this Section 5.1, the powers and privileges of the Company shall be exercised solely and exclusively by or under the authority of, and the business and affairs of the Company shall be managed solely and exclusively by or under the direction of, the Manager and not by the Unit Holders. No Unit Holder, other than a Unit Holder acting in his or her capacity as the Manager in accordance with this Agreement or as an officer of the Company, has the power or authority to act for or on behalf of the Company, to bind the Company by any act, or to incur any expenditures on behalf of the Company, except with the prior consent of the Manager. Notwithstanding the foregoing, the Manager shall not have authority to approve, authorize or take any of the following actions with respect to the Company without the approval or consent of the Unit Holders in the manner as prescribed by Section 6.1(g) of this Agreement: (a) sell, lease, exchange or otherwise dispose of all or substantially all of the assets of the Company; (b) merge or consolidate the Company with another person; (c) materially change the business purpose of the Company; or (d) voluntarily dissolve the Company.
Management by the Manager. (s). Management of the business and affairs of the Company is vested in the Manager(s).
Management by the Manager. Subject to the provisions of this Agreement, in accordance with the purpose of the Company as set forth in Section 2.3, and notwithstanding the appointment of a Board of Directors in accordance with Section 6.4 below, the Company and its business shall be managed, controlled and operated by the Manager, who shall be the “manager” of the Company within the meaning of Section 18- 101(10) of the Act and the Manager shall have the exclusive power and authority to perform acts associated with the management and control of the Company and its business, including but not limited to the power and authority to:
(a) Receive, buy, sell, exchange, trade, vote and otherwise deal in and with Securities and other property of the Company, including Securities and other property belonging to any Investment Series;
(b) Acquire Securities on the basis of investment representations or subject to transfer restrictions;
(c) Borrow money or property on behalf of the Company, encumber Company property for the purpose of obtaining financing for the Company’s business, and extend or modify any obligations of the Company;
(d) Employ or retain any qualified Person to perform services or provide advice on behalf of the Company and pay reasonable compensation therefor;
(e) Compromise, arbitrate or otherwise adjust claims in favor of or against the Company, and commence or defend litigation with respect to the Company or any assets of the Company, at the Company’s expense;
(f) Cause the Company to purchase and maintain, at the Company’s expense, insurance coverage reasonably satisfactory to the Manager (and, for insurance covering any director of the Company, reasonably satisfactory to such director) with regard to any circumstance or condition which may affect the Company (including any employee or agent thereof), the Manager (or any member, employee or agent thereof) in its capacity as such, or any Person in connection with service by such Person, at the request of the Manager, as an officer or director of a Portfolio Company;
(g) Cause the Company to enter into, make and perform upon such contracts, agreements and other undertakings, and to do such other acts, as it may deem necessary or advisable for, or as may be incidental to, the conduct of the business of the Company, including contracts, agreements, undertakings and transactions with a Member or Person related to a Member; provided, however, that transactions with a Member or Person related to a Member for the account of the Co...
