POWERS AND DUTIES OF DIRECTORS. 58. The business of the Company shall be managed by the Directors subject to and to be carried out in accordance with the Deal Documents. The Directors, by Unanimous Director Approval, may exercise all such powers of the Company as are not, by the Law or these Articles, required to be exercised by the Company by Member Written Resolution or in general meeting, subject, nevertheless, to any clause of these Articles, to the Deal Documents and to the provisions of the Law.
Appears in 2 contracts
Samples: Framework Agreement (Alibaba Group Holding LTD), Framework Agreement (Yahoo Inc)
POWERS AND DUTIES OF DIRECTORS. 58. 19.1 The business and affairs of the Company shall be managed by the Board of Directors subject to and to be carried out in accordance with the Deal Documents. The Directors, by Unanimous Director Approval, who may exercise all such powers of the Company and do all such lawful acts and things as are not, not from time to time by the Law Statute or by these Articles, Articles required to be exercised or done by the Company by Member Written Resolution or in general meeting, subject, nevertheless, to any clause of these Articles, to the Deal Documents and to the provisions of the Law.
Appears in 2 contracts
Samples: The Agreement and Plan of Merger and Exchange Agreement (Petroleum Geo Services Asa), The Agreement and Plan of Merger and Exchange Agreement (Veritas DGC Inc)
POWERS AND DUTIES OF DIRECTORS. 58. 18.1 The business and affairs of the Company shall be managed by the Board of Directors subject to and to be carried out in accordance with the Deal Documents. The Directors, by Unanimous Director Approval, who may exercise all such powers of the Company and do all such lawful acts and things as are not, not from time to time by the Law Statute or these Articles, by the Articles required to be exercised or done by the Company by Member Written Resolution or in general meeting, subject, nevertheless, to any clause of these Articles, to the Deal Documents and to the provisions of the Law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Santa Fe International Corp/), Agreement and Plan of Merger (Global Marine Inc)
POWERS AND DUTIES OF DIRECTORS. 58. The 19.1 Subject to the provisions of the Companies Law, these Articles, any Issuing Resolution and any resolutions made in a general meeting, the business of the Company shall be managed by the Directors subject to and to be carried out in accordance with the Deal Documents. The Directors, by Unanimous Director Approval, who may pay all expenses incurred in setting up and registering the Company and may exercise all such powers of the Company as are notCompany. PROVIDED THAT the Directors shall not at any time (a) unless unanimously approved by all members of the Board of Directors, by and (b) without the Law prior approval of the holders of all the outstanding Shares, cause or these Articles, required to be exercised by permit the Company by Member Written Resolution or in general meeting, subject, nevertheless, to any clause of these Articles, to the Deal Documents and to the provisions of the Law.to:
Appears in 1 contract
Samples: Master Repurchase Agreement (Integrated Device Technology Inc)
POWERS AND DUTIES OF DIRECTORS. 58. 22.1 The business and affairs of the Company shall be managed by the Board of Directors subject to and to be carried out in accordance with the Deal Documents. The Directors, by Unanimous Director Approval, who may exercise all such powers of the Company and do all such lawful acts and things as are not, not from time to time by the Law Statute or by these Articles, Articles required to be exercised or done by the Company by Member Written Resolution or in general meeting, subject, nevertheless, to any clause of these Articles, to the Deal Documents and to the provisions of the Law.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Exchange Agreement (Petroleum Geo Services Asa)
POWERS AND DUTIES OF DIRECTORS. 58. 28.1 The business of the Company shall be managed by the Directors subject to and to be carried out in accordance with the Deal Documents. The Directors, by Unanimous Director Approval, who may exercise all such the powers of the Company as that are not, not by the Law or these Articles, by this Constitution required to be exercised by the Company by Member Written Resolution or in general meeting, subject, nevertheless, meeting subject nevertheless to any clause provision of these Articles, to the Deal Documents this Constitution and to the provisions of the Law.
Appears in 1 contract
Samples: Shareholders Agreement (Praxis Pharmaceuticals Inc/Cn)
POWERS AND DUTIES OF DIRECTORS. 5875. The business of the Company shall be managed by the Directors subject to and to be carried out in accordance with the Deal Documents. The Directors, by Unanimous Director Approval, who may exercise all such powers of the Company and do on behalf of the Company all such acts as may be exercised and done by the Company and as are not, not by the Law Acts or by these Articles, Articles required to be exercised by the Company by Member Written Resolution or in general meeting, subject, nevertheless, subject nevertheless to any clause of these Articles, to the Deal Documents Articles and to the provisions of the LawActs.
Appears in 1 contract
