Power and Authority of Directors. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors (the “Board”), except as expressly permitted in this Agreement. Except with respect to matters requiring Supermajority Approval of the Members as provided in Section 5.6, the Board shall have the power on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company contemplated by Section 1.6 and to perform all acts or delegate such authority which they may deem appropriate, necessary or advisable in connection therewith. The Board shall be the “manager” of the Company for purposes of the Delaware LLC Act. To the extent that Approval is required under this Agreement, no individual Director or Member, nor any officer, employee or agent of the Company, nor any other Person, shall take any actions on behalf of the Company without such Approval.
Power and Authority of Directors. (a) The Board shall direct or supervise the general management of the Company in accordance with the purpose of the Company contemplated by Section 2.7, and may appoint and designate such committees, officers, agents, and employees as it deems appropriate to manage and operate the Company.
(b) The Shareholder agrees that all determinations, decisions and actions made or taken by the Board (or its designee(s)) shall be conclusive and absolutely binding upon the Company, the Shareholder (but only in its capacity as such) and their respective successors, assigns and personal representatives.
Power and Authority of Directors. The business and affairs of LLC shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided in this Agreement. The Board of Directors shall have the power on behalf and in the name of LLC to carry out any and all of the objects and purposes of LLC contemplated by Section 1.03 and to perform all acts which they may deem necessary or advisable in connection therewith. The Members agree that all determinations, decisions and actions made or taken by the Board of Directors (or their designee(s)) shall be conclusive and absolutely binding upon LLC, the Members (but only in their capacity as such) and their respective successors, assigns and personal representatives.
Power and Authority of Directors. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors (the “Board”), except as expressly permitted in this Agreement. Except with respect to matters requiring Supermajority Approval of the Members as provided in Section 5.6, the Board shall have the power on behalf [***] denotes language for which XXXXXX Telematics, Inc. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission. and in the name of the Company to carry out any and all of the objects and purposes of the Company contemplated by Section 1.6 and to perform all acts or delegate such authority which they may deem appropriate, necessary or advisable in connection therewith. The Board shall be the “manager” of the Company for purposes of the Delaware LLC Act. To the extent that Approval is required under this Agreement, no individual Director or Member, nor any officer, employee or agent of the Company, nor any other Person, shall take any actions on behalf of the Company without such Approval.
Power and Authority of Directors. Except as otherwise expressly provided herein, no Director shall have any right, power or authority to transact any business in the name of the Company, to act for or on behalf of the Company or any Series, or in the name of the Company or any Series, or to bind the Company or any Series unless any such action is specifically authorized by the Board. The foregoing notwithstanding, each Director has the power and authority, for and on behalf of the Company and each Series, and in their respective names, to take any action permitted or required by this Agreement, or authorized by the Board, to be taken by an individual Director.
Power and Authority of Directors. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors (the "Board"), except as may be otherwise provided in this Agreement. The Board shall have the power on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company contemplated by Section 1.6 and to perform all acts which the Board may deem necessary or advisable in connection therewith. The Members agree that, subject to the terms of this Agreement, all determinations, decisions and actions made or taken by the Board (or its designee(s)) shall be conclusive and absolutely binding upon the Company, the Members (but only in their capacity as such) and their respective successors, assigns and personal representatives.
Power and Authority of Directors. The business and affairs of LLC shall be managed by or under the direction of the Board of Directors, except as may be otherwise provided in this Agreement. The Board of Directors shall have the power on behalf and in the name of LLC to carry out any and all of the objects and purposes of LLC contemplated by Section 1.3 of this Agreement and to perform all acts which they may deem necessary or advisable in connection therewith. Notwithstanding the foregoing, and in addition to any other approval of the Members required by this Agreement or the Delaware Act, the consent of a majority in number of the LLC Interests shall be required to:
(i) change or reorganize LLC into any other legal form;
(ii) approve a merger or consolidation of LLC;
(iii) sell all or substantially all of the assets of LLC; or
(iv) dissolve LLC. Subject to the foregoing, the Members agree that all determinations, decisions and actions made or taken by the Board of Directors (or their designee(s)) shall be conclusive and absolutely binding upon LLC, the Members (but only in their capacity as such) and their respective successors, assigns and personal representatives.
Power and Authority of Directors. (a) The Board shall direct or supervise the general management of the Company in accordance with the objects and purposes of the Company contemplated by Section 2.4. Subject to and in accordance with this Agreement, the Board shall have authority to:
(i) adopt forms of security certificates and company records;
(ii) authorize the issue of Shares;
(iii) appoint Officers;
(iv) appoint one or more auditors of the Company;
(v) make banking arrangements for the Company;
(vi) declare and pay Dividends on the Shares;
(vii) authorize and pay a return of Stated Capital on the Shares; and
(viii) transact any other business. All determinations, decisions and actions made or taken by the Board shall be conclusive and absolutely binding upon the Company, the Shareholders and their respective successors, assigns and personal representatives.
(b) The Shareholders agree that all determinations, decisions and actions made or taken by the Board (or its designee(s)) shall be conclusive and absolutely binding upon the Company, the Shareholders (but only in their capacity as such) and their respective successors, assigns and personal representatives.
(c) The Company, and the Initial Shareholder, or any Director of Officer on behalf of the Company may enter into and perform the (i) Agreement to Waive Interest, by and among Gerdau GTL Spain, S.L., Gerdau Steel Inc., Gerdau Courtice Steel Inc., Gerdau MRM Steel Inc., Gerdau MRM Holdings Inc., 3038482 Nova Scotia Company, GUSAP Partners, the Company, Gerdau USA Inc., and GTL Financial Corp. B.V., (ii) the Amended and Restated Security Co-ordination Agreement by and among Gerdau Courtice Steel Inc., Gerdau MRM Steel Inc., GUSAP Partners, Gerdau Steel Inc., Gerdau MRM Holdings Inc., Porter Bros. Corporation, Gerdau USA Inc., Gerdau S.A., 3038482 Nova Sxxxxx Company, the Company and The Toronto-Xxxxxxxx Xxnk, (iii) the Confirmation of Security Agreement among Gerdau Steel Inc., Gerdau USA Inc., the Company, 3038482 Nova Scotia Company and The Toronto-Dominion Bank, (iv) the Confirmation of the Security Agreement among the Company, 3038482 Nova Scotia Company and Toronto-Dominion Bank, (v) the Confirmation of Security Agreement among Gerdau Steel Inc., Gerdau Courtice Steel Inc., Gerdau Holdings Inc., Gerdau MRM Steel Inc., Porter Bros. Corporation, GUSAP Partners, 3038482 Nova Scotia Company, xxx Xompany, Gerdau USA Inc., 4104315 Canada Limited, Gerdau Nova Scotia Holding Company and Gerdau S.A., (vi) the Debt Reorganization Agreemen...
Power and Authority of Directors. The business and affairs of IOC shall be managed by or under the direction of the Board of Directors, except as otherwise provided in this Agreement. The Board of Directors shall have the power on behalf and in the name of IOC to carry out any and all of the objects and purposes of IOC contemplated by Section 1.3 and to perform all acts which they may deem necessary or advisable in connection therewith. The Members agree that all determinations, decisions and actions made or taken by the Board of Directors (or their designee) shall be conclusive and absolutely binding upon IOC, the Members (but only in their capacity as such) and their respective successors, assigns and personal representatives.
Power and Authority of Directors. The business and affairs of the Company shall be managed by or under the direction of the Board of Directors (the “Board”), except as expressly permitted in this Agreement. Except with respect to matters requiring Supermajority Approval of the Members as provided in Section 5.6, the Board shall have the power on behalf and in the name of the Company to carry out any and all of the objects and purposes of the Company contemplated by Section 1.6 and to perform all acts or delegate such authority which they may deem appropriate, necessary or advisable in connection therewith. The Board shall be the “manager” of the Company for purposes of the Delaware LLC Act. To the extent that Approval is required under this Agreement, no individual Director or Member, nor any officer, employee or agent of the Company, nor any other Person, shall take any actions on behalf of the Company without such Approval. [***] denotes language for which American Medical Alert Corp. has requested confidential treatment pursuant to the rules and regulations of the Securities Exchange Act of 1934, as amended. Confidential portions have been omitted and have been filed separately with the Securities and Exchange Commission.
