Powers and Authority of the Board Sample Clauses

Powers and Authority of the Board. Except where approval of the Members is expressly required by nonwaivable provisions of applicable law or as otherwise specifically provided in this Agreement, the Board shall have full, exclusive and complete discretion to direct and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to authorize management of the Company or such other Persons as it may designate to take all such actions as it deems necessary or appropriate to accomplish the foregoing and the purposes of the Company as set forth herein. Without limiting the generality of the foregoing, but subject to the other provisions of this Article IV, the Board shall have the power and authority to cause the Company to: (a) expend funds in furtherance of the purposes of the Company; (b) invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited); (c) sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof; (d) manage and keep in force such insurance as may be required to reasonably protect the Company and its assets; (e) borrow money and/or guarantee obligations, on such terms and at such rates of interest as the Board may deem advisable and proper; (f) pledge the credit of the Company and grant security interests in Company assets for Company purposes; (g) appoint and remove officers and employees of the Company; (h) employ such agents, independent contractors, attorneys and accountants as the Board deems reasonably necessary; (i) commence, defend, compromise or settle any Claims for and on behalf of the Company; (j) execute, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may be necessary or appropriate to reflect actions properly taken by the Board and/or the Members under this Agreement; (k) execute, deliver, file and/or record any and all instruments, documents or agreements of any kind which the Board may deem appropriate or as may be necessary or desirable to carry out the purposes of the Company; and (l) take such other actions as the Bo...
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Powers and Authority of the Board. 1. The Board shall be empowered and authorized and shall have jurisdiction, (i) to hear and determine appeals pursuant to this Article; (ii) to prescribe the form and content of appeals to the Board established pursuant to Section 6 of this Article and such detailed procedure as may be necessary with respect to the filing of such appeals; (iii) to require the Company to authorize the Trustee to make payment of Benefits pursuant to determinations made by the Board; (iv) to require the Company to authorize the Trustee to make payment of expenses of the Board which under the terms of the Plan are to be paid from the Fund; (v) to perform such other duties as are expressly conferred upon it by the Plan. 2. Nothing in this Article shall be deemed to give the Board the power, (i) to prescribe in any manner internal procedures or operations of either the Company or the Union nor (ii) to add to, subtract from, or modify the provisions of this Plan. All majority decisions of the Board shall be final and binding on employees, the Union, and the Company.
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Powers and Authority of the Board. Except where approval of the Members is expressly required by nonwaivable provisions of applicable law, the Board shall have full, exclusive and complete discretion to direct and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to authorize management of the Company or such other Persons as it may designate to take all such actions as it deems necessary or appropriate to accomplish the foregoing and the purposes of the Company as set forth herein. Only the Board, acting collectively, shall have the power to bind the Company, except and to the extent otherwise set forth in Article V or as expressly delegated to any other Person by the Board, but such delegation shall not cause the Board to cease to be responsible for the management of the Company.
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Powers and Authority of the Board. It shall be the function of the Board to exercise ultimate responsibility for determining whether an Employee is eligible for a Voluntary Termination of Employment Payment under the terms of the Voluntary Termination of Employment Plan, and, if so, the amount of the Voluntary Termination of Employment Payment. The Board shall be presumed conclusively to have approved any initial determination by the Corporation unless the determination is appealed as prescribed in this Section 4.
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Powers and Authority of the Board. (1) It shall be the function of the Board to exercise ultimate responsibility for determining whether an Employee is eligible for a Benefit or Separation Payment under the terms of the Plan, and, if so, the amount of such Benefit or Separation Payment. The Board shall be presumed conclusively to have ap- proved any initial determination by the Company unless the determination is appealed as prescribed in Section 3(b) of Article V. (2) The Board shall be empowered and authorized and shall have jurisdiction: (i) to hear and determine appeals by Employees pursuant to Article V; (ii) to obtain such information as the Board shall deem necessary in order to determine such appeals; (iii) to prescribe the form and content of appeals to the Board and such detailed procedures as may be necessary with respect to the filing of such appeals; (iv) to direct the Company to pay Automatic Short Week Benefits or to notify the Trustee to make payments of other Benefits or Separation Pay- ments pursuant to determination made by the Local Committee or by the Board; (v) to prepare and distribute, on behalf of the Board, information explaining the Plan;
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Powers and Authority of the Board. (i) It shall be the function of the Board to exercise ultimate responsibility for determining whether an Employee is eligible for IMP Benefits under the terms of the Income Maintenance Benefit Plan or a Payment under the terms of the Voluntary Termination of Employment Plan, and, if so, the amount of the IMP Benefit or Voluntary Termination of Employment Payment. The Board shall be presumed conclusively to have approved any initial determination by the Company unless the determination is appealed as prescribed in this Section 6. (ii) The Board shall be empowered and authorized and shall have jurisdiction to:
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Powers and Authority of the Board. 1. The Board shall be empowered and authorized and shall have jurisdiction, (i) to hear and determine appeals pursuant to this Article; (ii) to prescribe the form and content of appeals to the Board established pursuant to Section 6 of this Article and such detailed procedure as may be necessary with respect to the filing of such appeals; (iii) to require the Company to authorize the Trustee to make payment of Benefits pursuant to determinations made by the Board; (iv) to require the Company to authorize the Trustee to make payment of expenses of the Board which under the terms of the Plan are to be paid from the Fund; (v) to perform such other duties as are expressly conferred upon it by the Plan.
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Related to Powers and Authority of the Board

  • Existence and Authority The Company is a corporation duly organized and validly existing in good standing under the laws of its jurisdiction of incorporation and has full power and authority to own its respective property, carry on its respective business as no being conducted, and enter into and perform its obligations under this Agreement and to issue and deliver the Shares to be issued by it hereunder. The Company is duly qualified as a jurisdiction in which it is necessary to be so qualified to transact business as currently conducted. This Agreement, has been duly authorized by all necessary corporate action, executed, and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and to general principals of equity.

  • Incorporation and Authority (i) The Company is duly organized, validly existing and in good standing under the Laws of the State of Delaware. The Company has all requisite corporate or other applicable organizational power to (i) enter into, consummate the transactions contemplated by, and carry out its obligations under this Agreement, the Certificate of Designation, and each other agreement, document, instrument, schedule or certificate contemplated by this Agreement to be executed by the Company in connection with or as a condition to each Holder’s obligation to consummate the transactions contemplated hereunder (the “Ancillary Documents”), including the issuance of the Preferred Shares hereunder and the issuance of the Conversion Shares in accordance with the Certificate of Designation, and (ii) own, lease and operate its properties and carry on its business as presently conducted, and the Company is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except for any failure under clause (ii) that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect (as defined below). (ii) The execution and delivery by the Company of this Agreement and each Ancillary Document, and the consummation by the Company of the transactions contemplated by this Agreement and the Ancillary Documents have been duly authorized by all requisite corporate or other similar organizational action on the part of the Company. Without limiting the foregoing, no stockholder approval is required in connection with the execution and delivery of this Agreement or any Ancillary Document, or the consummation of the transactions contemplated hereby or thereby (including the issuance of the Preferred Shares and all of the Conversion Shares issuable upon conversion thereof), including any stockholder approval that would be necessary to remain in compliance with the rules of the Nasdaq Stock Market LLC (“Nasdaq”) or required under the rules and regulations of the SEC or the General Corporation Law of the State of Delaware. This Agreement has been, and each Ancillary Document will be, duly executed and delivered by the Company. Assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes, and each of the Ancillary Documents will constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, subject in each case to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws now or hereafter in effect relating to or affecting creditors’ rights and remedies generally and subject, as to enforceability, to the effect of general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (iii) Neither the execution and delivery by the Company of this Agreement and each Ancillary Document, nor the consummation of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the provisions hereof or thereof will (a) violate or conflict with the organizational documents of the Company, (b) conflict with or violate any Law applicable to the Company or by which any of its properties or assets is bound or subject or (c) result in any breach of, or constitute a default (or event which, with the giving of notice or lapse of time or both, would constitute a default) under, or give to any person any rights of termination, acceleration or cancellation of or result in the creation of any Lien on any of the assets or properties of the Company, any note, bond, mortgage, indenture, deed of trust, license, lease, agreement or other instrument or obligation to which the Company or any of its subsidiaries is a party or by which any of them or any of their respective properties or assets is bound or subject, except, in the case of clauses (b) and (c), for any such conflicts, violations, breaches, defaults, terminations, accelerations, cancellations or creations as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. The execution and delivery of this Agreement and the issuance (directly or indirectly) of Preferred Shares and the Conversion Shares is not, and will not be, subject to, or trigger, any preemptive rights, rights of first refusal, rights of first offer, notice rights, approval/consent rights, voting rights, review rights or similar rights of any third party and will not trigger any price reset or anti-dilution rights. (iv) Except for the filing of the Announcing Form 8-K (as defined below), compliance with any applicable state securities or blue sky laws and the filing of the Certificate of Designation with the Secretary of State of the State of Delaware, no consent or approval of, or filing or registration with, any Governmental Entity is necessary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Documents, other than such other consents, approvals, filings or registrations that, if not obtained, made or given, would not, individually or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.

  • Organization and Authority The Subscriber is a Delaware limited liability company, validly existing and in good standing under the laws of Delaware and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by you, this Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

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