Power and Authority of the Board of Directors Sample Clauses

Power and Authority of the Board of Directors. The Board of Directors shall have power to implement and operate the Exchange and, without limiting the foregoing: (a) The Board of Directors shall appoint a Chair and a Vice-Chair from among its members. (b) The Board of Directors shall appoint an attorney-in-fact for the Exchange to do such things and sign such documents as are required under the Insurance Act, and to do such other things as the Board of Directors may direct; the power of attorney-in-fact shall be executed by the Chair and the Vice-Chair on behalf of the Board of Directors. (c) Except as otherwise provided in this Agreement, the Board of Directors is hereby directed by the Subscribers to give approvals and to make any decisions and determinations required or permitted to be given or made by the Subscribers with respect to the Exchange and any matters arising under or by virtue of this Agreement; without limiting the generality of the foregoing, the Subscribers acknowledge and agree that the Board of Directors is authorized on behalf of and without further authority from the Subscribers: (i) to make application to the Superintendent for the issue of a license(s) under Part XIII of the Insurance Act; (ii) to appoint, and where appropriate to remove, from time to time the attorney- in-fact and to set such terms and conditions of the appointment including remuneration as the Board of Directors may determine from time to time, and to delegate to the attorney-in-fact such duties and responsibilities as are required by the Insurance Act together with such additional duties and responsibilities as the Board of Directors may from time to time determine; (iii) by the attorney-in-fact to exchange contracts of insurance among the Subscribers, to execute and deliver to the Subscribers policies of insurance containing such terms and conditions as the Board of Directors shall deem proper, and to change, cancel, renew, extend or reinsure such policies; (iv) to demand, collect and receive all moneys which may become due from the Subscribers under this Agreement or under any policy of insurance; (v) to give and to receive all notices necessary or proper under any policy of insurance, and to adjust, compromise and settle all claims and losses thereunder; (vi) to retain an auditor, actuary, legal counsel and such other professional advisors as the Board of Directors considers advisable in order to perform its duties hereunder; (vii) to open and operate in the name of the Exchange a separate account or accou...
Sample 1
Power and Authority of the Board of Directors. The following activities of EAP cannot be undertaken without an affirmative unanimous vote of the Board of Directors in a board meeting, or by way of unanimous agreement in writing of the Directors (in addition to any other requirements of the law of Western Australia):
Sample 1

Related to Power and Authority of the Board of Directors

  • Board Authority The Board and/or the Committee shall have the power to interpret this Agreement and to adopt such rules for the administration, interpretation and application of the Agreement as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether any Options have vested). All interpretations and determinations made by the Board and/or the Committee in good faith shall be final and binding upon Optionee, the Company and all other interested persons and such determinations of the Board and/or the Committee do not have to be uniform nor do they have to consider whether optionees are similarly situated. No member of the Board and/or the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to this Agreement.

  • Plenary authority of the Board of Trustees The Sub-Adviser and Adviser both acknowledge that the Fund is a mutual fund that operates as a series of the Trust under the authority of the Board of Trustees.

  • Authority of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • Due Incorporation; Power and Authority The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware with full corporate power and authority to own or lease, as the case may be, and to operate its properties and conduct its business as described in the Statutory Prospectus and the Prospectus.

  • Authority of the Committee The Committee shall have full authority to interpret and construe the terms of the Plan and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive.

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

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • 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.

  • Board of Directors The Board of Directors of the Company is comprised of the persons set forth under the heading of the Pricing Prospectus and the Prospectus captioned “Management.” The qualifications of the persons serving as board members and the overall composition of the board comply with the Exchange Act, the Exchange Act Regulations, the Xxxxxxxx-Xxxxx Act of 2002 and the rules promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”) applicable to the Company and the listing rules of the Exchange. At least one member of the Audit Committee of the Board of Directors of the Company qualifies as an “audit committee financial expert,” as such term is defined under Regulation S-K and the listing rules of the Exchange. In addition, at least a majority of the persons serving on the Board of Directors qualify as “independent,” as defined under the listing rules of the Exchange.

  • 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.

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