Management of Business and Affairs. (a) Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be exclusively and solely vested in the Manager. Except as otherwise expressly provided in this Agreement, no Member, other than the Manager, shall be an agent of the Company or have any authority to bind or take action on behalf of the Company. The Member hereby agrees that there will be one Manager. The Manager shall hold office until the Manager resigns or is removed by the Common Member. It shall not be necessary for a Manager to be a Member. Any vacancy occurring in the Manager position may be filled by the Common Member.
(b) The Members hereby designate and appoint GIPLP to serve as the Manager of the Company. Subject to the approval of the Members for any Major Decision (defined below), the management of the Property shall rest with and remain the sole and absolute right, and responsibility of the Manager. All Members agree to cooperate with the Manager by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to the Company that the Manager has the power and authority set forth in this Section 5.01. Without limiting the generality of the foregoing, but subject to the express provisions of this Agreement to the contrary, the Manager shall have the full power and authority to do all things deemed necessary or desirable by it in its reasonable discretion to conduct the business of the Company and to effectuate the purposes set forth in Section 1.03 hereof, including, without limitation:
(i) the making of any expenditures that it reasonably deems necessary for the conduct of the activities of the Company;
(ii) the use of the cash assets of the Company for any purpose consistent with the terms of this Agreement which the Manager reasonably believes may benefit the Company and on any terms that the Manager sees fit and the repayment of obligations of the Company;
(iii) the management, operation, leasing (including the amendment and/or termination of any lease), landscaping, repair, alteration, demolition, replacement or improvement of any Property;
(iv) the negotiation, execution and performance of any contracts, leases, conveyances or other instruments that the Manager considers useful or necessary to the conduct of the Company’s operations or the implementation of the Manager’s powers under this Agreement, including contracting with property managers, contractors, developers, c...
Management of Business and Affairs. A. Except as otherwise expressly provided in this Agreement, the business and affairs of the Company shall be exclusively and solely vested in the Manager. Except as otherwise expressly provided in this Agreement, no Member, other than the Manager, shall be an agent of the Company or have any authority to bind or take action on behalf of the Company.
B. The Members hereby designate and appoint Inland to serve as the Manager of the Company. Subject to the approval of the Members for Major Decisions, the management of the Property shall rest with and remain the sole and absolute right, and responsibility of the Manager. Each Investor agrees to cooperate with the Manager by executing any consents or certificates of the Company necessary to demonstrate to a lender, tenant or other service provider to the Company that the Manager has the power and authority set forth in this Section 6.1. Without limiting the generality of the foregoing, but subject to the express provisions of this Agreement to the contrary, the Manager shall have the full power and authority to do all things deemed necessary or desirable by it in its sole and absolute discretion to conduct the business of the Company (and to cause the Company to conduct the business of Owner LLC through the Company’s interest in Owner LLC) and to effectuate the purposes set forth in Section 2.3 hereof, including, without limitation:
(i) the making of any expenditures, the lending or borrowing of money (subject to the provisions of Section 6.1.D(v) hereof), the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including securing of same by deed to secure debt, mortgage, deed of trust or other lien or encumbrance of the Company’s assets) and incurring of any obligations that it deems necessary for the conduct of the activities of the Company;
(ii) the acquisition, sale, transfer, exchange or other disposition of any assets of the Company (including, but not limited to, the exercise or grant of any conversion, option, privilege, or subscription right or any other right available in connection with any assets at any time held by the Company);
(iii) the mortgage, pledge, encumbrance or hypothecation of any assets of the Company (including, without limitation, the Property), the use of the assets of the Company (including, without limitation, cash on hand) for any purpose consistent with the terms of this Agreement which the Manager b...
Management of Business and Affairs. A. The exclusive authority to manage, control and operate the Company shall be vested in the Sole Member or such other person(s) as may be designated by the Sole Member from time to time in writing (either singular or plural, the “Managing Member”). All powers of the Company may be exercised by or under the authority of the Managing Member. The Managing Member shall have full and exclusive right, power and authority to manage the affairs of the Company and make all decisions with respect thereto. No other Member shall have the authority to bind the Company in any way or to make any expenditures on behalf of the Company, unless such specific authority has been expressly granted to and not revoked from such other Member by the Managing Member.
B. For purposes of carrying out the business of the Company, the Members may (but need not) adopt bylaws.
Management of Business and Affairs. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors.
Management of Business and Affairs. The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:
(a) The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.
(b) The directors shall have concurrent power with the stockholders to make, alter, amend, change, add to or repeal the By-Laws of the Corporation.
(c) The initial Board of Directors shall be composed of nine members, which number may be changed in the manner provided in the By-Laws of the Corporation. Election of directors need not be by written ballot unless the By-Laws so provide.
(d) In addition to the powers and authority hereinbefore or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the statutes of Delaware, this Certificate of Incorporation, and the By-Laws of the Corporation; provided, however, that no By-Law hereafter adopted shall invalidate any prior act of the directors that would have been valid if such By-Law had not been adopted.
Management of Business and Affairs. The management of the business and affairs of the Partnership is vested in the Partners.
Management of Business and Affairs. For the management of the business and for the conduct of the affairs of the Corporation, and in further definition, limitation and regulation of the powers of the Corporation and of its directors and of its stockholders or any class thereof, as the case may be, it is further provided:
1. The management of the business and the conduct of the affairs of the Corporation shall be vested in its Board of Directors. The number of directors which shall constitute the whole Board of Directors shall be fixed by, or in the manner provided in, the Bylaws. The phrase "whole Board" and the phrase "total number of directors" shall be deemed to have the same meaning, to wit, the total number of directors which the Corporation would have if there were no vacancies. No election of directors need be by written ballot.
2. After the original or other Bylaws of the Corporation have been adopted, amended, or repealed, as the case may be, in accordance with the provisions of Section 109 of the DGCL, and, after the Corporation has received any payment for any of its stock, the power to adopt, amend, or repeal the Bylaws of the Corporation may be exercised by the Board of Directors of the Corporation.
Management of Business and Affairs. In accordance with the Act, management of the Company shall be vested in the Manager. The Manager 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, possessed by managers of a limited liability company under the laws of the State of Delaware. The Manager has the authority to bind the Company within the meaning of the Act. Xxxxxx Xxxxxxx Xxxx is appointed as the initial Manager of the Company.
Management of Business and Affairs. (a) Subject to the rights, powers and authority of the Member and any Additional Members, the authority to manage, control and operate the Company shall be vested in such managers as may be designated by the Member and any Additional Members from time to time in accordance with the Bylaws (the “Board of Managers”). All powers of the Company may be exercised by or under the authority of the Board of Managers. The Board of Managers shall have the right, power and authority to manage the affairs of the Company and make all decisions with respect thereto.
(b) The initial managers on the Board of Managers, who shall hold office until the first anniversary of the date of this Agreement or his or her successor is elected and qualifies (unless he or she resigns, dies or is removed from office prior thereto), shall be as follows:
1. Xxxx X. Xxxxxx;
Management of Business and Affairs. The exclusive authority to manage, control and operate the Company shall be vested collectively in the individuals, who need not be members, elected by the Member as members of the Board of Managers of the Company (the “Managers”) in accordance with this Agreement. Each Manager is hereby designated as a “manager” of the Company within the meaning of Section 18-101(10) of the Act. All powers of the Company may be exercised by or under the authority of the Managers acting collectively and not individually (the “Board of Managers”). The Board of Managers shall have full and exclusive right, power and authority to manage the affairs of the Company and make all decisions with respect thereto without the requirement of any consent or approval by the Member (except as otherwise expressly provided in this Agreement or in the Act). The initial number of Managers shall be two (2), which number may be increased and decreased pursuant to this Agreement. The names of the initial Managers, who will serve until their respective successors are elected and qualify, or until their earlier resignation, removal, incapacity or death, are as follows:
