Powers of Board of Managers Sample Clauses

Powers of Board of Managers. Without limiting the generality of Section 6.1, the Managers shall have the power and authority, as a group, on behalf of the Company, to do and perform all acts as may be necessary or appropriate to the conduct of the Company’s business that are not inconsistent with applicable law, the Certificate, this Agreement, or its reservation of certain powers and authority to the Members as set out at Section 4.1.
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Powers of Board of Managers. Except as set forth herein, the Board of Managers, acting by majority vote, shall have the full, exclusive, and complete authority to manage, direct, and control the business and affairs of the LLC, and shall have full power and authority to make, execute and deliver in the name of and on behalf of the LLC, such certificates and documents as it deems necessary or appropriate to conduct the LLC's business. Except as otherwise provided herein, the Board of Managers shall have the right pursuant to the powers provided herein to sign on behalf of and bind the LLC, and to make all decisions on its behalf.
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Powers of Board of Managers. 22 6.3. Duties and Obligations of the Managers . . . . . . . . . . . . . . 22 6.4. Reimbursements . . . . . . . . . . . . . . . . . . . . . . . . . . 23 6.5. Indemnification of the Managers. . . . . . . . . . . . . . . . . . 23 6.6. Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 6.7. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
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Powers of Board of Managers. (a) Except as otherwise provided in this Agreement, the Board of Managers shall have the powers to control and manage the Business and affairs of the Company and may exercise all powers of the Company and take all actions that the Board of Managers deem necessary, useful, or appropriate for the management and conduct of the Business, provided that the power of the Board of Managers shall in all cases be subject to approval by the Members as required by statute, the Certificate or this Agreement. (b) The Board of Managers shall act by majority consent, and no individual Manager may act on behalf of the Company without the approval of the Board of Managers by majority consent. (c) The Board of Managers shall have the power to delegate authority to officers, employees, agents, and representatives of the Company as they may from time to time deem appropriate. Any delegation of authority to take any action must be approved in the same manner as would be required for the Board of Managers to approve such action directly. (d) The Board of Managers may establish policies and guidelines for the hiring of employees to permit the Company to act as an operating company with respect to its Business. The Board of Managers may adopt appropriate management incentive plans and employee benefit plans. (e) The Board of Managers shall have the power to approve any non-typical excess of loss reinsurance treaty arrangements.
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Powers of Board of Managers. All management and other responsibilities not specifically reserved to the Members in this Agreement shall be vested in the Board of Managers, and the Members shall have no voting rights except as specifically provided in this - 6 - Agreement or as required by the Act. Each Manager shall devote such time to the affairs of the Company as is reasonably necessary for the performance of his/her duties hereunder. The Board of Managers shall have the right and power to manage, operate and control the Company and to do all things necessary or appropriate in furtherance thereof. Notwithstanding any provision of this Agreement to the contrary, the Board of Managers shall not authorize or direct any of the following actions without the prior written approval of the Members: (a) authorize or approve the Company's establishment of any subsidiaries, affiliates or other related companies, or any joint venture arrangements; (b) authorize or approve any merger, consolidation, reorganization, or sale or transfer of all or substantially all of the assets of the Company; (c) authorize or approve any plan of dissolution of the Company, any liquidating distribution of the Company's assets or other action related to the dissolution or liquidation of the Company; (d) authorize or approve any voluntary declaration of bankruptcy of the Company or any consent by the Company to any involuntary bankruptcy filed against the Company; (e) amend, repeal, revise or adopt changes to the Certificate of Formation or Limited Liability Company Agreement of the Company; (f) authorize or approve any third party loans, Member loans, or other borrowings, or grant any liens upon or security interests in any assets of the Company with respect thereto or otherwise; (g) authorize or approve the acquisition by the Company of the stock or assets of any other business or entity; or (h) increase or decrease the number of Managers.
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Powers of Board of Managers. Without limiting the generality of Section 3.01, the Board of Managers shall have the power and authority, on behalf of the Company, to: (a) As provided in Section 3.01, to allocate all of the assets of the Company among securities (and/or other investments) to be selected by the Board of Managers in its sole and absolute discretion, including, but not limited to the right to: (i) purchase, hold and sell securities and commodities (and/or other investments) and rights therein of any kind or nature; (ii) purchase, hold, sell and otherwise deal in put and call options, monetary instruments and any combinations thereof and any other financial instruments or contracts of any nature or kind; (iii) maintain margin accounts with brokers, pledge securities for loans and, in connection with any such pledge, effect borrowings from brokers or banks in such amounts as may be determined from time to time; and (iv) transact business through brokers and dealers and other persons selected by the Board of Managers in its sole discretion, and in selecting such brokers, dealers and other persons, and determining the compensation payable to such persons, it shall seek to obtain the best execution for the Company taking into account the value of any research and brokerage services or products provided by such persons to the Board of Managers or the Company even though other persons may be able to provide transactional services (without any accompanying research or brokerage services or products) at lower rates of compensation; (b) To acquire and enter into any contract of insurance that the Board of Managers deems necessary or appropriate for the protection of the Company and the Board of Managers or for any purpose convenient or beneficial to the Company; (c) To engage in any transaction with affiliates of the Managers, including entering into and amending and restating an investment management agreement with an investment manager, subject to the restrictions in Section 3.01(b); (d) To employ persons, whether full-time or part-time, in the operation and management of the business of the Company, on such terms and for such compensation as the Board of Managers shall determine, regardless of whether or not such persons also may be employed by the Board of Managers or its affiliates; (e) To file, conduct and defend legal proceedings of any form, including proceedings against Members, and to compromise and settle any such proceedings or any claims, including claims against Member...
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Powers of Board of Managers. (a) In addition to the powers given to the Board of Managers by the Act and by other provisions of this Agreement, the Board of Managers shall have full power in its absolute discretion, to take any action that it considers necessary or desirable in connection with the management of the Plan and the operation of the Business, including, without limitation, the power to: (a) determine who meets the requirements to be an Eligible Member, (b) determine the number of Units to be issued to any Person and the non-economic rights and other terms and conditions related to such Units (e.g., vesting, forfeiture and otherwise), (c) exercise all of the Plan’s rights in connection with all matters related to Viant (including any action required or permitted to be taken by the Plan as a member of Viant), (d) make such further agreements, modifications and determinations with respect to the Plan, Units and all matters incident and ancillary thereto, and (e) interpret in good faith the terms of this Agreement or any Grant Agreement and resolve any factual disputes arising out of or related to the interpretation of this Agreement or any Grant Agreement, which interpretation or resolution shall be binding on the Members and the Plan. The Board of Managers shall have the authority to designate to one or more of its Managers the power to execute and deliver on behalf of the Plan all such consents, waivers, documents and agreements as it determines appropriate, in such Manager’s absolute discretion in connection with any action taken by the Board of Managers under this Agreement, and no other signature or consent shall be required on behalf of the Plan. (b) If during the Forfeiture Period, one or more of the Units (the “Management Reallocation Units”) fail to vest or are forfeited by a Member pursuant to the terms of any Grant Agreement, offer letter, unit restriction agreement, or other written agreement (a “Reallocation Event”) and at least one of Xxx Xxxxxxxxxx and Xxxxx Xxxxxxxxxx is, at the time of such Reallocation Event, then an employee of Holding or its Affiliates, subject to further reallocation as set forth in subparagraph (c) below, (i) fifty percent (50%) of the Viant Common Units corresponding to such Management Reallocation Units shall be reallocated to Xxx Xxxxxxxxxx in accordance with the Viant Operating Agreement (provided that Xxx Xxxxxxxxxx is, at the time of such Reallocation Event, still an employee of Holding or its Affiliates) and (ii) fifty percent (50...
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Related to Powers of Board of Managers

  • POWERS OF MANAGERS Pursuant to Section 21-136 of the Act, the Managers are authorized: (a) to make all decisions regarding the Company’s operations and legal affairs, including but not limited to: i. the sale, development, lease, or other disposition of the Company's assets; ii. the purchase or acquisition of other assets; iii. the management of all or any part of the Company's assets; iv. the borrowing of money and granting of security interests in the Company's assets; v. the pre-payment, refinancing, or extension of any loan affecting the Company's assets; vi. the compromise or release of any of the Company's claims or debts; and vii. the employment of persons, firms, or corporations for the operation and management of the Company's business; and (b) to execute and deliver: i. all contracts, conveyances, assignments, leases, sub-leases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the Company's assets; ii. all checks, drafts, and other orders for the payment of the Company's funds; iii. all promissory notes, loans, security agreements and other similar documents; and iv. all other instruments of any kind relating to the Company's business and affairs.

  • Board of Managers (a) Prior to the Closing Date, the initial Member or Members may designate such persons who shall agree to be bound by all of the terms of this Agreement to serve as Managers on the Board of Managers. By signing this Agreement or signing an investor application or certification in connection with the purchase of Units, a Member admitted on the Closing Date shall be deemed to have voted for the election of each of the Managers so designated. After the Closing Date, the Board may, subject to the provisions of paragraphs (a) and (b) of this Section 2.6 with respect to the number of and vacancies in the position of Manager and the provisions of Section 3.3 hereof with respect to the election of Managers to the Board by Members, designate any person who shall agree to be bound by all of the terms of this Agreement as a Manager. The names and mailing addresses of the Managers shall be set forth in the books and records of the Fund. The number of managers shall be fixed from time to time by the Board. (b) Each Manager shall serve on the Board for the duration of the term of the Fund, unless his or her status as a Manager shall be sooner terminated pursuant to Section 4.1 or Section 4.2 hereof. In the event of any vacancy in the position of Manager, the remaining Managers may appoint an individual to serve in such capacity, so long as immediately after such appointment at least two-thirds (2/3) of the Managers then serving would have been elected by the Members. The Board may call a meeting of Members to fill any vacancy in the position of Manager, and shall do so within 60 days after any date on which Managers who were elected by the Members cease to constitute a majority of the Managers then serving on the Board. (c) In the event that no Manager remains to continue the business of the Fund, CSFB Alternative Capital shall promptly call a meeting of the Members, to be held within 60 days after the date on which the last Manager ceased to act in that capacity, for the purpose of determining whether to continue the business of the Fund and, if the business shall be continued, of electing the required number of Managers to the Board. If the Members shall determine at such meeting not to continue the business of the Fund or if the required number of Managers is not elected within 60 days after the date on which the last Manager ceased to act in that capacity, then the Fund shall be dissolved pursuant to Section 6.1 hereof and the assets of the Fund shall be liquidated and distributed pursuant to Section 6.2 hereof.

  • Powers of Board The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2: (1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding; (2) terminate the appointment of, or change the membership of, the committee; and (3) fill vacancies in the committee.

  • Powers of the Board The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to the other provisions of this Agreement, the Board shall have the authority, on behalf of the Company, to do all things necessary or appropriate for the accomplishment of the purposes of the Company. Subject to the other provisions of this Agreement, the Board shall have full power to act for and to bind the Company to the extent provided by Delaware law.

  • Powers of Directors 28.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made 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. 28.2 All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution. 28.3 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. 28.4 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. 29 Appointment and Removal of Directors 29.1 Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution remove any Director. For the avoidance of doubt, prior to the closing of a Business Combination holders of Class A Shares shall have no right to vote on the appointment or removal of any Director. 29.2 The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. 29.3 After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director. 29.4 Article 29.1 may only be amended by a Special Resolution passed by a majority of at least 90% of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution of all members.

  • Committees of Managers (a) The Managers may, by resolution passed by a majority of the Managers, designate one or more committees, each committee to consist of one or more of the Managers. The Managers may designate one or more Managers as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. (b) In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not such members constitute a quorum, may unanimously appoint another Manager to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Managers, shall have and may exercise all the powers and authority of the Managers in the management of the business and affairs of the Company. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Managers. Each committee shall keep regular minutes of its meetings and report the same to the Managers when required.

  • Powers of Members The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Agreement. Except as expressly provided herein, the Members shall have no power to bind the Company and no authority to act on behalf of the Company.

  • The Board of Directors of Buyer shall have approved this Agreement and Buyer's acquisition of the Assets contemplated hereby.

  • Meetings of the Board of Directors The Corporation shall call, and use its best efforts to have, regular meetings of the Board not less often than quarterly. The Corporation shall promptly pay all reasonable and appropriately documented travel expenses and other out-of-pocket expenses incurred by directors who are not employed by the Corporation in connection with attendance at meetings to transact the business of the Corporation or attendance at meetings of the Board or any committee thereof.

  • 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.

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