Members Capacity as Members Sample Clauses

Members Capacity as Members. The Members, in their capacity as such, shall have no part in the management of the Company except as set forth in this Agreement or in nonwaivable provisions of the LLC Act and, unless otherwise authorized by the Board of Directors, shall have no authority or right to act on behalf of, or to bind, the Company in connection with any matter. Except as specifically provided for in this Agreement or in a nonwaivable provision of the LLC Act, the Members, in their capacity as such, shall have no Voting, approval or consent rights and to the extent permitted by applicable law, each Member, in its capacity as such, waives its right to Vote on any matters other than Member Issues, or as specifically provided for in this Agreement or in a nonwaivable provision of the LLC Act; provided however, that the Board of Directors may, in its sole discretion, submit other issues to a Vote of the Members.
Sample 1
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Members Capacity as Members. The Members, in their capacity as such, shall have no part in the management of the Company except as set forth in this Agreement or in nonwaivable provisions of the LLC Act and, unless otherwise authorized by the Board of Directors, shall have no authority or right to act on behalf of, or to bind, the Company in connection with any matter. Except as specifically provided for in this Agreement or in a nonwaivable provision of the LLC Act, the Members, in their capacity as such, shall have no Voting, approval or consent rights and to the extent permitted by applicable law, each Member, in its capacity as such, waives its right to Vote on any matters and acknowledges that for amendments to the LLC Agreement only the Charter Members shall be the class of Members entitled to vote on those matters; provided however, that the Board of Directors may, in its sole discretion, submit other issues to a Vote of the Members. Membership does not grant Members any distribution rights from the Company. Nothing in this Section 4.1 or this Agreement will be construed to allow or require the Company to make any distributions to Member, including but not limited to any distributions that are impermissible by an organization exempt from taxation under Section 501(c)(6) of the Code.
Sample 1

Related to Members Capacity as Members

  • Shareholder Capacity No Person executing this Agreement who, during the term hereof, is or becomes a director or officer of the Company makes any agreement or understanding herein in his or her capacity as a director or officer of the Company. Each Principal Shareholder signs solely in his, her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, Principal Shareholder Shares.

  • Action in Shareholder Capacity Only The parties acknowledge that this Agreement is entered into by Shareholder solely in such Shareholder’s capacity as the Beneficial Owner of such Shareholder’s Owned Securities and nothing in this Agreement restricts or limits any action taken by such Shareholder in its capacity as a director or officer of the Company or any of its Affiliates and the taking of any actions (or failure to act) in its capacity as an officer or director of the Company, or any of its Affiliates, will not be deemed to constitute a breach of this Agreement, regardless of the circumstances thereto.

  • Action in Stockholder Capacity Only Stockholder makes no agreement or understanding herein as director or officer of the Company. Stockholder signs solely in his capacity as a recordholder and beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of the Company.

  • Capacity as Stockholder Each Stockholder signs this Agreement in such Stockholder’s capacity as a stockholder of the Company, and not, if applicable, in such Stockholder’s capacity as a director, officer or employee of the Company. Notwithstanding anything herein to the contrary, nothing in this Agreement shall in any way restrict a director or officer of the Company in the taking of any actions (or failure to act) in his or her capacity as a director or officer of the Company, or in the exercise of his or her fiduciary duties in his or her capacity as a director or officer of the Company, or prevent or be construed to create any obligation on the part of any director or officer of the Company from taking any action in his or her capacity as such director or officer.

  • Capacity as Shareholder Each Shareholder signs this Agreement solely in such Shareholder’s capacity as a shareholder of the Company, and not in such Shareholder’s capacity as a director, officer or employee of the Company, if applicable.

  • Contract Capacity The electric power producing capability of the Generating Facility which is committed to Edison.

  • Stockholder Capacity No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

  • Capacity as Lender The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent, and such Person and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with the Borrower or any Subsidiary or other Affiliate thereof as if it were not the Administrative Agent hereunder.

  • Corporate Capacity The Acquirer has the corporate power, capacity and authority to enter into and complete this Agreement;

  • Independent Capacity of Contractor The Contractor and Contractor Parties shall act in an independent capacity and not as officers or employees of the state of Connecticut or of the Agency.

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