Management Under Direction of the Board. (a) The Board shall be constituted as provided in this Article II and in the Organizational Documents of the Company. Except as otherwise expressly provided in this Agreement, the management and control of the business and affairs of the Company shall, to the maximum extent permitted by applicable Law, be vested in the Board.
(b) The Board may, in its sole discretion but subject to the terms of this Agreement, delegate rights and responsibilities regarding management of the Company to officers or employees of the Company and subcontract such rights and responsibilities to third parties.
Management Under Direction of the Board. Subject to the consent rights provided in Section 8.5, the business and affairs of the Company shall be managed and controlled by a board of managers (the “Board,” and each member of the Board, a “Manager”), and the Board shall have full and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. Notwithstanding the foregoing, no Manager in his or her individual capacity shall have the authority to manage the Company or approve matters relating to, or otherwise to bind the Company, such powers being reserved to all of the Managers acting pursuant to Section 8.2(f) through the Board and to such agents of the Company as designated by the Board.
Management Under Direction of the Board. (a) The business and affairs of the Company shall be managed and controlled by a board of managers (the “Board”, and each member of the Board, a “Manager”). The Board shall initially consist of three (3) individuals, to be appointed by the Member, and may be increased or decreased in size as decided by the Member from time to time.
(b) Any Manager appointed by the Member may be removed (with or without cause) from time to time and at any time by the Member. Any vacancy on the Board in respect of a Manager, whether such vacancy arises due to the removal, resignation or death of a Manager or due to any other reason whatsoever, may be filled only by the Member.
(c) The members of the Board shall be “managers” within the meaning of the Act. The Board shall have full and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein, including to exercise all powers of the Company set forth in Section 3 of this Agreement. Notwithstanding anything to the contrary in this Agreement, no Manager, acting solely in its capacity as such, shall have the right, power or authority to act as an agent of the Company, to bind the Company or to execute any documents to be signed by the Company unless expressly authorized in writing by the Board.
(d) Meetings of the Board shall be held at the request of any Manager upon at least two (2) days (if the meeting is to be held in person) or one (1) day (if the meeting is to be held telephonically) written notice to all the Managers or upon such shorter notice as may be approved by all the Managers. Any Manager may waive the requirement of such notice as to itself before, at or after the meeting.
(e) At all duly called meetings of the Board, a majority of the total number of Board members shall constitute a quorum for the transaction of business and, except as otherwise provided in this Agreement, the vote of a majority of the Board members present at any meeting at which a quorum is present shall be the act of the Board. Each Board member shall be entitled to one vote. If a quorum shall not be present at any meeting of the Board, the Board members present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Any instrument or writin...
Management Under Direction of the Board. Except as otherwise expressly provided in this Agreement or required under the Act, the business and affairs of the Company shall be managed by a board of managers (the “Board” and each member of the Board, a “Manager”), and the Board shall have full and complete authority, power, and discretion to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incidental to the management of the Company’s business. Without limiting the generality of the foregoing the approval of the Board shall be required for all matters not delegated by the Board to the Operator, the officers of the Company or to other authorized persons in accordance with Section 6.10, including approval of the following matters, which the Board shall not have the power to delegate to any Person, in each case except as otherwise approved in any Approved Budget:
(a) Proposed Budgets for the Company, other than the Initial Budget;
(b) distributions of Available Cash (including Tax Distributions);
(c) efforts by the Company to raise additional capital, including the issuance of additional Interests or any options to acquire Interests and the issuance of additional equity interests or options to acquire equity interests in the Company’s subsidiaries;
(d) incurrence or guarantee of Debt by the Company in excess of $**;
(e) acquisitions or dispositions of assets by the Company in excess of $**;
(f) commencing or resolving litigation;
(g) election or removal of officers of the Company;
(h) material contracts to which the Company (or a subsidiary of the Company) is a party or by which it is bound; and
(i) the registration of any equity or debt securities of the Company or its subsidiaries under applicable United States federal or foreign securities laws or any public offering of equity or debt securities of the Company or its subsidiaries (including any Qualified Public Offering).
Management Under Direction of the Board. (a) Except as otherwise expressly provided in this Section 5.1(a) or elsewhere in this Agreement or required under the Delaware Act, the business and affairs of the Company shall be managed and controlled by its Members through a board of the Members’ representatives (the “Board” and each member of the Board, a “Director”). The Board shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company and its Subsidiaries and to make all decisions and establish policies regarding those matters and to perform any and all other acts or activities customary or incidental to the management of the Company and its Subsidiaries and the Business, including the appointment of the General Manager, the Deputy General Manager and other officers; provided that Board approval shall not be required for actions proposed to be taken by or on behalf of the Company or any of its Subsidiaries if at the time of the taking of such action, authority therefor was previously expressly delegated by the Board pursuant to and in compliance with Section 5.1(b) and Section 5.1(c): (A) to the General Manager, the Deputy General Manager or other officers of the Company in accordance with Section 5.10 or by subsequent vote of the Board, (B) to the Operator pursuant to the Operating Agreement or by subsequent vote of the Board or (C) to a Construction Manager pursuant to a Construction Management Agreement or by subsequent vote of the Board (each such excepted action set forth in (A) through (C) that have been delegated pursuant to and in compliance with Section 5.1(b) or Section 5.1(c), as applicable, shall be deemed a “Permitted Company Action”).
(b) Except (i) for Permitted Company Actions and (ii) as provided in Section 5.1(c), all actions proposed to be taken by or on behalf of the Company or any of its Subsidiaries shall require the affirmative vote or consent of the Directors representing at least 51% of the Total Votes eligible to vote or consent on such matter acting in accordance with Section 5.3.
(c) Except for Permitted Company Actions, each of the following actions proposed to be taken by or on behalf of the Company or any of its Subsidiaries shall require Special Approval (with each of the actions described in Section 5.1(c)(xvii) through Section 5.1(c)(xxxii), and, to the extent relating to the aforementioned Sections only, Section 5.1(c)(xxxiii) and Section 5.1(c)(xxxv), being referred to herein also as a “Pr...
Management Under Direction of the Board. Subject to the rights of the Class A-1 Members, Class A-2 Members and Management Managers to consent to or approve certain matters as expressly provided in Section 7.2 and in Section 7.6, and subject to Section 11.2, the business and affairs of the Company shall be managed and controlled by a board of Managers (the “Board”), and the Board shall, subject to the terms of this Agreement, have full and complete discretion to manage and conduct the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary, advisable or appropriate to accomplish the purposes of the Company as set forth in Section 2.5. Notwithstanding the foregoing, no Manager in his or her individual capacity shall have the authority to manage the Company or approve matters relating to, or otherwise to bind the Company, such powers being reserved to the Managers acting pursuant to this Section 7.1 through the Board and to such agents of the Company as designated by the Board. The Board may delegate authority to the Officers, except that in each instance, the Board must approve the matters set forth in Section 7.6, and the Board or a specific Manager must approve matters expressly stated as requiring such Board or Manager consent elsewhere in this Agreement.
Management Under Direction of the Board. (a) Except as otherwise expressly specified herein, to the fullest extent permitted by applicable law, the business and affairs of the Company shall be governed exclusively by a board of managers (the “Board,” and each member of the Board, a “Manager”). Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the Board of all such powers and rights conferred on them by the Act with respect to the management and control of the Company. No Member, in such capacity as a Member, shall have any power to act for, sign for or do any act that would bind the Company, unless otherwise authorized by the Board. Subject to Section 8.1(f), no individual Manager, in such capacity as a Manager, shall have any power to act for, sign for or do any act that would bind the Company, unless otherwise authorized by the Board.
(b) The Board shall consist of four (4)
Management Under Direction of the Board. Except as otherwise expressly provided in this Agreement or required under the Act, the business and affairs of the Company will be managed by a board of managers (the “Board” and each member of the Board, a “Manager”), and the Board will have full and complete power and authority to manage and control the business, affairs, and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incidental to the management of the Company’s business. The Board has delegated, to the extent provided for in this Agreement, or may in the future delegate, its power and authority to officers, employees, agents and representatives of the Company in accordance with Section 6.10 or other provisions of this Agreement. Notwithstanding the generality of the foregoing, Requisite Member Approval will be required for those matters set forth in Section 6.11.
Management Under Direction of the Board. (a) Subject to the consent rights of the Members provided in Section 13.3, the business and affairs of the Company shall be managed and controlled by a board of managers (the “Board”, and each member of the Board, a “Manager”). The Board shall initially consist of thirteen individuals and may be decreased as provided below. Except as otherwise provided in this Section, the Board initially shall consist of three designees of each Sponsor Group, two designees of the Family Group and two representatives of management of HCA. The initial Managers are set forth on Schedule B hereto. At each annual or special meeting of holders of Units or the taking of action by written consent of holders of Units with respect to which any Managers are to be elected, (i) each Sponsor Group shall have the right (but not the obligation) pursuant to this Agreement to nominate and cause to be elected to the Board that number of Managers which, when added to the number of Managers who are then Managers designated by such Sponsor Group and who will continue to serve as directors without regard to the outcome of the election at such meeting or by such consent, is not more than (x) three, in the event that, at the applicable time, such Sponsor Group beneficially owns an amount of outstanding Units which shall equal at least 30% of such Sponsor Group’s Initial Equity Stake, (y) two, in the event that, at the applicable time, such Sponsor Group collectively beneficially owns an amount of outstanding Units which shall equal at least 20% of such Sponsor Group’s Initial Equity Stake or (z) one, in the event that, at the applicable time, such Sponsor Group collectively, beneficially owns an amount of outstanding Units which shall equal at least 10% of such Sponsor Group’s Initial Equity Stake and (ii) the Family Group shall have the right (but not the obligation) pursuant to this Agreement to nominate and cause to be elected to the Board that number of Managers which, when added to the number of Managers who are then Managers designated by the Family Group and who will continue to serve as directors without regard to the outcome of the election at such meeting or by such consent, is not more than (x) two, in the event that, at the applicable time, the Family Group beneficially owns an amount of outstanding Units which shall equal at least 20% of the Family Group’s Initial Equity Stake (adjusted to take account of shares of HCA Common Stock owned directly by the Non-Profit Participants) or (y...
Management Under Direction of the Board. General Scope. The business and affairs of the Company shall be managed and controlled by a board of managers (the “Board,” and each member of the Board, a “Director”), and, subject to the terms and conditions of this Agreement, the Board shall have full and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. Notwithstanding the foregoing, no Director in his or her individual capacity shall have the authority to manage the Company or approve matters relating to, or otherwise to bind the Company, such powers being reserved to all of the Directors acting pursuant to Section 7.2 through the Board and to such agents of the Company as designated by the Board. Neither the Directors nor the officers of the Company have authority to take any action in contravention of the Genesis Agreement. 6 (b)
