Powers of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, except as otherwise provided by the Articles of Incorporation.
Appears in 2 contracts
Samples: Merger Agreement (Luxottica Group Spa), Merger Agreement (Oakley Inc)
Powers of Directors. All corporate powers shall be exercised by or under the authority ofThe business, and the business property and affairs of the Corporation shall be managed by or under the direction of, the of its Board of Directors, except which may exercise all such powers of the Corporation and do all such lawful acts and things as otherwise provided are not by statute or by the Articles Certificate of IncorporationIncorporation or by these Bylaws directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Merger Agreement (Us Airways Group Inc), Merger Agreement (Amr Corp)
Powers of Directors. All corporate powers shall be exercised by or under the authority of, and the The business and affairs of the Corporation corporation shall be managed under by its board of directors which shall have and may exercise all such powers of the direction ofcorporation, subject to the restrictions imposed by law, the Board articles of Directorsincorporation, except as otherwise provided by the Articles of Incorporationor these bylaws.
Appears in 1 contract
Powers of Directors. All corporate powers shall be exercised by or under the authority of, and the The business and affairs of the Corporation shall be managed by or under the direction of, of the Board of Directors, except as otherwise provided which shall exercise all powers that may be exercised or performed by the Corporation subject to any limitations set forth by statute, the Articles of IncorporationOrganization or these Bylaws.
Appears in 1 contract
Samples: Merger Agreement (Lojack Corp)
Powers of Directors. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of, the Board of Directors, except as otherwise provided by the Amended and Restated Articles of IncorporationIncorporation or required by law.
Appears in 1 contract
Samples: Merger Agreement (Pemi Bancorp Inc)
Powers of Directors. All corporate powers shall be exercised by or under the authority of, and the The business and affairs of the Corporation shall be managed by or under the direction ofof the Board, which may exercise all the Board powers of Directorsthe Corporation except such as are by applicable law, except as otherwise provided by the Articles of IncorporationIncorporation or these By-laws required to be exercised or performed by the shareholders.
Appears in 1 contract
Samples: Annual Report