Power and Authority of Board Sample Clauses

Power and Authority of Board. (a) The Company shall be managed by a Board of Managers (“Board” or “Board of Managers”). The Company shall initially have five (5) managers (each, a “Manager” and, collectively, the “Managers”) and the Managers serving on the Board shall be appointed and removed by a Majority Interest of the Members, subject to the terms of the Voting and Transfer Restriction Agreement. The Managers making up the initial Board shall be Xxxxxxx Xxxx, Xxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxx X. Xxxxx and Xxxx X. Xxxxx. Except as otherwise expressly provided in Section 5.4 and elsewhere in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in the Board, and the Members shall have no right of control over the business and affairs of the Company. In addition to the powers now or hereafter granted to managers under the Act or which are granted to the Board under any other provision of this Agreement, the Board shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Company in the name of the Company. (b) The Board may hold such meetings at such place and at such time as it may determine. Notice of a meeting shall be served not less than 24 hours before the date and time fixed for such meeting by confirmed facsimile or other written communication or not less than three days prior to such meeting if notice is provided by overnight delivery service. Notice of a meeting need not be given to any Manager who signs a waiver of notice or provides a waiver by electronic transmission or a consent to holding the meeting or an approval of the minutes thereof, whether before or after the meeting, or who attends the meeting without protesting, either prior thereto or at its commencement, the lack of notice to such Manager. A special meeting of the Board may be called by any member of the Board. Any member of the Board may participate in a meeting by conference telephone or similar communications equipment. Any action required or permitted to be taken by the Board may be taken without a meeting if such action is evidenced in writing and signed by all of the members of the Board. At any meeting of the Board, the presence in person or by telephone or similar electronic communication of Managers representing at least a majority of the Board shall constitute a quorum. (c) Each Manager serving on the Board of Managers shall have one vote on any Company matter. Except as otherwise p...
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Power and Authority of Board. (a) The Company shall be managed by a Board of Managers (the “Board”). The Company shall initially have three (3) managers (each, a “Manager” and, collectively, the “Managers”). (b) Subject to Section 5.1(c), Rice Energy shall have the right to designate each of the three (3) Managers, which Managers currently are Xxxxxx X. Xxxx XX, Xxxx X. Xxxx and Xxxxxx X Xxxx III. Xxxx Energy shall also have the right to remove any Manager with or without cause. In the event that any Manager of the Company is removed or ceases to serve as a Manager of the Company during such Manager’s term of office, the resulting vacancy shall only be filled by Rice Energy. Managers need not be Members or residents of the State of Delaware. A Manager must be a natural person. (c) Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in the Board, and the Members shall have no right of control over the business and affairs of the Company. In addition to the powers now or hereafter granted to managers under the Act or which are granted to the Board under any other provision of this Agreement, the Board shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Company in the name of the Company. (d) Notwithstanding the foregoing, the Company (and the officers, authorized persons, employees, and agents acting on behalf of the Company) shall not, either acting on its own behalf or when acting as controlling equity-holder of any of its subsidiaries (and the officers, authorized persons, employees, and agents acting on the Company’s behalf in such capacity) permit such subsidiaries to, do any of the things described in this Section 5.1(d) without the consent of the Board (it being agreed that the below items are not intended to be an exclusive statement of all of the actions of the Board that require prior approval of the members of the Board, and such provisions are in addition to any and all other requirements imposed by other provisions of this Agreement or applicable law): (i) approve, agree or consent to or make or enter into any agreement, transaction or take any other action the effect of which is to cause, any fundamental change in the Company or any of its subsidiaries, or their respective businesses, including the following: (A) any material change in the Company’s or any of its subsidiaries’ operating strategies; (B) any m...
Power and Authority of Board. (a) The Company shall be managed by a board of managers (the “Board”) consisting of four managers (each, a “Manager” and collectively, the “Managers”). Managers need not be Members. (i) The Xxxxx Members shall appoint two Managers (the “Crimson Managers”), and the Grier Members may remove and replace either or both Crimson Managers for any reason or no reason at any time and from time to time. The Xxxxx Members shall have the right to designate one (1) person to represent each Crimson Manager at any Board meeting at which such Crimson Manager is unable to attend (each, an “Alternate Crimson Manager” and collectively, the “Alternate Crimson Managers”). The initial Crimson Managers are Xxxx X. Xxxxx and Xxxxx X. Xxxxxxxxx. (ii) CORR shall appoint two Managers (the “CORR Managers”) and may remove and replace either or both CORR Managers for any reason or no reason at any time and from time to time. CORR shall have the right to designate one (1) person to represent each CORR Manager at any Board meeting at which such CORR Manager is unable to attend (each, an “Alternate CORR Manager” and collectively, the “Alternate CORR Managers”). The initial CORR Managers are Xxxxx X. Xxxxxxx and Xxxx Xxxxx. (iii) The term “Manager” shall also refer to any Alternate Crimson Manager or Alternate CORR Manager that is actually performing the duties of the applicable Manager in lieu of that Manager.
Power and Authority of BoardSubsequent to the Transferability Date, the business and affairs of the Company shall be managed by its board of Directors (the “Board”), acting, collectively, as managers of the Company within the meaning of the NYLLCL. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and of the officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the NYBCL. In addition to the powers that now or hereafter can be granted to managers under the NYLLCL and to all other powers granted under any other provision of this Agreement, the Board may exercise all such powers of the Company and shall have full power and authority to do, and to direct the officers to do, all such lawful acts and things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company.
Power and Authority of Board. Except as otherwise expressly provided herein, the Board shall have the power and authority, for and on behalf of the Company and each Series, and in their respective names, to do all things that, in its sole discretion, it deems incidental, necessary, advisable or appropriate to carry out and implement the purposes and powers of the Company and each Series. Without limiting the foregoing, subject to the provisions of Sections 3.6 and 3.15, the Board will specifically have the power and authority to cause the Company or any Series, where applicable, (i) to take all actions, under the governing documents of any Holdco Vehicle or otherwise, that the Board determines in its discretion to be incidental, necessary, advisable, desirable or appropriate in its capacity as the general partner, managing member or manager of, or a person in another controlling capacity with respect to, any Holdco Vehicle, (ii) to oversee the management of each Holdco Vehicle and other entities involved in making Investments managed by the Company acting on behalf of the Onshore Series, (iii) to oversee the strategy and the budget and business plan of each Series, (iv) to approve transactions entered into by the Company or any Series, (v) to enter into contracts with the Air T Member, Contrail and their respective Affiliates, including, without limitation, the Servicing Agreement and Management Agreements, and modifying the terms thereof, (vi) to administer the budget, document and credit review, finance, accounting, basic underwriting and transaction approval, (vii) to oversee relations with investors and prospective investors in any Holdco Vehicle or other investment vehicle managed by the Company acting on behalf of the Onshore Series, (viii) to manage and oversee investment criteria and risk management, and (ix) to oversee legal and tax analysis.
Power and Authority of BoardThe Company shall be managed by a board of managers (the “Board”) consisting of four managers (each, a “Manager” and collectively, the “Managers”). Managers need not be Members.

Related to Power and Authority of Board

  • Existence, Power and Authority If not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.

  • Full Power and Authority Buyer represents that it has full power and authority to enter into this Agreement.

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Requisite Power and Authority Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

  • Corporate Power and Authority The Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "Amended Agreement").

  • Power and Authorization The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

  • Authorization and Authority Each Lender hereby irrevocably appoints Citibank, N.A. to act on its behalf as the Agent hereunder and under the Notes and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article are solely for the benefit of the Agent and the Lenders, and the Borrowers shall have no rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein (or any other similar term) with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.

  • Organization; Power and Authority The Company is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and is duly qualified as a foreign corporation and is in good standing in each jurisdiction in which such qualification is required by law, other than those jurisdictions as to which the failure to be so qualified or in good standing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has the corporate power and authority to own or hold under lease the properties it purports to own or hold under lease, to transact the business it transacts and proposes to transact, to execute and deliver this Agreement and the Notes and to perform the provisions hereof and thereof.

  • Corporate Power and Authorization The Borrower has the corporate power and authority to execute, deliver, perform, and take all actions contemplated by, each of the Loan Documents to which it is a party, and all such action has been duly and validly authorized by all necessary corporate proceedings on its part. Without limiting the foregoing, the Borrower has the corporate power and authority to borrow pursuant to the Loan Documents to the fullest extent permitted hereby and thereby from time to time, and has taken all necessary corporate action to authorize such borrowings.

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