Management of the Company by Board of Managers. The management of the Company is vested in a Board of Managers (the “Board of Managers”), which may delegate its power to the executive officers of the Company, including the power and authority to manage and direct the day-to-day business and affairs of the Company pursuant to Section 5.10(a) and is hereby granted, the full and complete, power, authority and discretion for, on behalf of and in the name of the Company, to take such actions and manage and direct the business and affairs of the Company, as it may in its sole discretion deem necessary or advisable to carry out any and all of the objectives and purposes of the Company, subject only to the terms of this Agreement (including the Member approval rights set forth in Section 4.12 and Section 11.13(a)). Except as otherwise expressly provided in this Agreement (including the Member approval rights set forth in Section 4.12 and Section 11.13(a)), the Members (in their capacity as Members) will not participate in the control of the Company and will have no right, power or authority to act for or on behalf of or otherwise bind, the Company and will have no right to vote on or consent to any other matter, act, decision or document involving the Company or its business. Without limiting the generality of the foregoing, the Board of Managers shall, and subject to Section 3.8 and Section 4.12 (to the extent applicable), have the power and authority to issue and sell, at any time, any Units or equity securities of the Company with whatever rights, powers, preferences and privileges as the Board of Managers may determine in its sole and absolute discretion, whether such Units or equity securities of the Company have rights, powers, preferences and privileges, junior to, senior to, or pari passu with any existing Units or equity securities of the Company.
Management of the Company by Board of Managers. Subject to the provisions of this Agreement, including Section 5.4, 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 Board of Managers. Each Member acknowledges that it is in the best interests of a company to have at all times an independent manager.
Management of the Company by Board of Managers. The management of the Company is vested in a Board of Managers (the "Board of Managers"), which will have the power and authority to manage and direct the business and affairs of the Company under the terms and conditions of this Agreement, subject to the Member approval rights provided for in Section 4.10. The Members will appoint a Board of Managers as provided in Section 5.2. Except as otherwise expressly provided in this Agreement (including pursuant to Section 4.10) the Members (in their capacity as Members) will not participate in the control of the Company and will have no right, power or authority to act for or on behalf of or otherwise bind, the Company and will have no right to vote on or consent to any other matter, act, decision or document involving the Company or its
Management of the Company by Board of Managers. The management of the Company is vested in a Board of Managers (the “Board of Managers”), which will have the power and authority to manage and direct the business and affairs of the Company under the terms and conditions of this Agreement. The Members will appoint a Board of Managers as provided in Section 5.2. Except as otherwise expressly provided in this Agreement (including, without limitation, the exercise of the voting rights pursuant to Section 4.10), the Members will not participate in the control of the Company and will have no right, power or authority to act for or on behalf of or otherwise bind, the Company. Except as expressly provided in this Agreement (including, without limitation, Section 4.10) or required by any non-waivable provisions of applicable law, Members will have no right to vote on or consent to any other matter, act, decision or document involving the Company or its business.
