Common use of Powers of Directors Clause in Contracts

Powers of Directors. The Board of Directors shall manage or direct the management of the business and affairs of the Corporation. In addition to the powers and authorities expressly conferred upon them by these By-laws, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by these By-laws directed or required to be exercised or done by the shareholders.

Appears in 2 contracts

Samples: Distribution Agreement (Seranova Inc), Distribution Agreement (Seranova Inc)

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Powers of Directors. The Board of Directors shall manage or direct have the management of the business and affairs of the Corporation. In addition to the powers and authorities by the By-Laws expressly conferred upon them by these By-lawsthem, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or nor by these By-laws Laws directed or required to be exercised or done by the shareholdersStockholders.

Appears in 1 contract

Samples: Merger Agreement (Sl Industries Inc)

Powers of Directors. The Board of Directors shall manage or direct the management of the business and affairs of the Corporation. In addition to the powers and authorities expressly conferred upon them Corporation shall be managed by these By-laws, the its Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Charter of the Corporation or by these Byby-laws directed or required to be exercised or done by the shareholders, including, without limitation, the creation of one or more separate accounts and adoption of rules and regulations providing for the operation and management of any such separate account by a board, committee or other body selected and authorized by such rules and regulations and the provisions of the Charter of the Corporation.

Appears in 1 contract

Samples: Merger Agreement (Sun Life Insurance & Annuity Co of New York)

Powers of Directors. The Board of Directors shall manage or direct the management of the business and affairs of the Corporation. In addition to Corporation shall be managed under the direction of the Board which shall have and may exercise all the powers and authorities of the Corporation, except such as are expressly conferred upon them or reserved by these By-lawsthe stockholders by law, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute Charter, or by these By-laws directed or required to be exercised or done by Laws. Except as otherwise provided herein, the shareholdersBoard shall appoint the Officers for the conduct of the business of the Corporation, determine their duties and responsibilities.

Appears in 1 contract

Samples: Merger Agreement (Constellation Energy Group Inc)

Powers of Directors. The Board of Directors shall manage or direct the management of the property, business and affairs of the Corporation. In addition to the powers and authorities expressly conferred upon them Corporation shall be managed by these By-laws, the its Board of Directors which may exercise all such the powers of the Corporation and do all except such lawful acts and things as are not by statute the law of the State of Delaware or by the Certificate of Incorporation or these Byby-laws directed or required to be exercised or done by the shareholdersstockholders.

Appears in 1 contract

Samples: Business Combination Agreement (Activision Inc /Ny)

Powers of Directors. The Board of Directors shall manage or --------------------- direct the management of the business and affairs of the Corporation. In addition to the powers and authorities expressly conferred upon them by these By-laws, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by these By-laws directed or required to be exercised or done by the shareholders.

Appears in 1 contract

Samples: Distribution Agreement (Intelligroup Inc)

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Powers of Directors. The Board of Directors shall manage or direct the management of the property, business and affairs of the Corporation. In addition to the powers and authorities expressly conferred upon them corporation shall be managed by these By-laws, the its Board of Directors which may exercise all such the powers of the Corporation and do all corporation except such lawful acts and things as are not by statute the law of the State of Delaware or by the Certificate of Incorporation or these Byby-laws directed or required to be exercised or done by the shareholdersstockholders.

Appears in 1 contract

Samples: Merger Agreement (Juniper Partners Acquisition Corp.)

Powers of Directors. The Board of Directors shall manage or direct the management of the business and affairs of the Corporation. In addition to the powers and authorities expressly conferred upon them Corporation shall be managed by these By-lawsits Board of Directors, the Board which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these By-laws bylaws directed or required to be exercised or done by the shareholders. The Board of Directors shall constitute the governing body of the Corporation and shall be responsible to the shareholders for setting policy, long range planning and providing oversight of the management of the Corporation.

Appears in 1 contract

Samples: Securities Purchase Agreement (Warburg Pincus Ventures Lp)

Powers of Directors. The affairs, property and business of the corporation shall be managed by the Board of Directors shall manage or direct the management of the business and affairs of the Corporation. In addition to the powers and authorities expressly conferred upon them by these By-laws, the Board which may exercise all such powers of the Corporation corporation and do all such lawful acts and things as are not by statute law or by the certificate of incorporation or these Byby-laws directed or required to be exercised or done by the shareholdersstockholders.

Appears in 1 contract

Samples: Loan and Security Agreement (Nabi /De/)

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