Common use of POWERS AND DUTIES OF DIRECTORS Clause in Contracts

POWERS AND DUTIES OF DIRECTORS. 108. Subject to the provisions of the Statute, the Memorandum and these Articles and to any directions given by Special Resolution, the business and affairs of the Company shall be conducted as directed by the Board of Directors of the Company. The Board shall have all such powers and authorities, and may do all such acts and things, to the maximum extent permitted by applicable Law, the Memorandum and these Articles. No resolution passed by the Company in general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passed.

Appears in 3 contracts

Samples: Business Combination Agreement (Chenghe Acquisition I Co.), Business Combination Agreement (Chenghe Acquisition Co.), Agreement and Plan of Merger (Magnum Opus Acquisition LTD)

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POWERS AND DUTIES OF DIRECTORS. 108102. Subject to the provisions of the StatuteLaw, the Memorandum and these the Articles and to any directions given by Special Resolution, the business and affairs of the Company shall be conducted as directed managed by the Board of Directors who may exercise all the powers of the Company. The Board shall have all such powers and authorities, and may do all such acts and things, to the maximum extent permitted by applicable Law, No alteration of the Memorandum or Articles and these Articles. No resolution passed by the Company in general meeting no such direction shall invalidate any prior act of the Directors that which would have been valid if that resolution alteration had not been passedmade or that direction had not been given. A duly convened meeting of the Directors at which a quorum is present may exercise all powers exercisable by the Directors.

Appears in 2 contracts

Samples: Share Purchase Agreement (Hanwha SolarOne Co., Ltd.), Share Purchase Agreement (Hanwha Solar Holdings Co., Ltd.)

POWERS AND DUTIES OF DIRECTORS. 108. 26.1 Subject to the provisions of the Statute, the Memorandum and these the Articles and to any directions given by Special ResolutionResolution of Members, the business and affairs of the Company shall be conducted as directed managed by the Board of Directors who may exercise all the powers of the Company. The Board shall have all such powers and authorities, and may do all such acts and things, to the maximum extent permitted by applicable Law, No alteration of the Memorandum or Articles and these Articles. No resolution passed by the Company in general meeting no such direction shall invalidate any prior act of the Directors that which would have been valid if that resolution alteration had not been passedmade or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (CF Acquisition Corp. V), Business Combination Agreement (Queen's Gambit Growth Capital)

POWERS AND DUTIES OF DIRECTORS. 108. 32.1 Subject to the provisions of the Statute, the Memorandum and these Articles and to any directions given by Special Resolution, the business and affairs of the Company shall be conducted as directed managed by the Board of Directors which may exercise all the powers of the Company. The Board shall have all such powers and authorities, and may do all such acts and things, to the maximum extent permitted by applicable Law, No alteration of the Memorandum or Articles and these Articles. No resolution passed by the Company in general meeting no such direction shall invalidate any prior act of the Directors that Board which would have been valid if that resolution alteration had not been passedmade or that direction had not been given. A duly convened meeting of the Board at which a quorum is present may exercise all powers exercisable by the Board.

Appears in 1 contract

Samples: Business Combination Agreement (Ajax I)

POWERS AND DUTIES OF DIRECTORS. 108. 23.1 Subject to the provisions of the Statute, the Memorandum and these the Articles and to any directions given by Special ResolutionResolution of Members, the business and affairs of the Company shall be conducted as directed managed by the Board of Directors who may exercise all the powers of the Company. The Board shall have all such powers and authorities, and may do all such acts and things, to the maximum extent permitted by applicable Law, No alteration of the Memorandum or Articles and these Articles. No resolution passed by the Company in general meeting no such direction shall invalidate any prior act of the Directors that which would have been valid if that resolution alteration had not been passedmade or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CF Acquisition Corp. V)

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POWERS AND DUTIES OF DIRECTORS. 108. 25.1 Subject to the provisions of the Statute, the Memorandum and these the Articles and to any directions given by Special ResolutionResolution of Members, the business and affairs of the Company shall be conducted as directed managed by the Board of Directors who may exercise all the powers of the Company. The Board shall have all such powers and authorities, and may do all such acts and things, to the maximum extent permitted by applicable Law, No alteration of the Memorandum or Articles and these Articles. No resolution passed by the Company in general meeting no such direction shall invalidate any prior act of the Directors that which would have been valid if that resolution alteration had not been passedmade or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

Appears in 1 contract

Samples: Business Combination Agreement (Queen's Gambit Growth Capital)

POWERS AND DUTIES OF DIRECTORS. 108. 31.1 Subject to the provisions of the Statute, the Memorandum and these Articles and to any directions given by Special Resolutionresolutions made in a general meeting, the business and affairs of the Company shall be conducted as directed managed by or under the Board direction of Directors the Board, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. The Board shall have all such powers and authorities, and may do all such acts and things, to the maximum extent permitted by applicable Law, the Memorandum and these Articles. No resolution passed made by the Company in a general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passedmade.

Appears in 1 contract

Samples: Business Combination Agreement and Plan of Reorganization (First Reserve Sustainable Growth Corp.)

POWERS AND DUTIES OF DIRECTORS. 108. 32.1 Subject to the provisions of the Statute, the Memorandum and these Articles and to any directions given by Special Resolutionresolutions made in a general meeting, the business and affairs of the Company shall be conducted as directed managed by or under the Board direction of Directors the Board, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. The Board shall have all such powers and authorities, and may do all such acts and things, to the maximum extent permitted by applicable Law, the Memorandum and these Articles. No resolution passed made by the Company in a general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been passedmade.

Appears in 1 contract

Samples: Investment Agreement (Vertical Aerospace Ltd.)

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