Powers of Managing Member. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company are exclusively vested in the Managing Member, and no Non-Managing Member shall have any right to participate in or exercise control or management power over the business and affairs of the Company. Notwithstanding anything to the contrary in this Agreement, the Managing Member may not be removed by the Non-Managing Members with or without cause. In addition to the powers now or hereafter granted a Managing Member of a limited liability company under applicable law or which are granted to the Managing Member under any other provision of this Agreement, the Managing Member, subject to Section 7.3 hereof, shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Company, to exercise all powers set forth in Section 3.2 hereof and to effectuate the purposes set forth in Section 3.1 hereof including, without limitation:
(1) the making of any expenditures (including, without limitation, making prepayments on loans and borrowing money to permit the Company to make distributions to its Members in such amounts as will permit the Managing Member (so long as the Managing Member has determined to qualify as a REIT) to avoid the payment of any federal income tax (including, for this purpose, any excise tax pursuant to Section 4981 of the Code) and to make distributions to its stockholders sufficient to permit the Managing Member to maintain REIT status), the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness (including the securing of same by mortgage, deed of trust or other lien or encumbrance on the Company’s assets) and the incurring of any obligations it deems necessary for the conduct of the activities of the Company;
(2) the making of tax, regulatory and other filings, or rendering of periodic or other reports to the New York Stock Exchange, governmental or other agencies having jurisdiction over the business or assets of the Company, the registration of any class of securities of the Company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the listing of any debt securities of the Company on any exchange;
(3) the acquisition, disposition, sale, conveyance, financing, refinancing, mortgage, pledge, encumbrance, hypothecation, contribut...
Powers of Managing Member. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Company are exclusively vested in the Managing Member, and no Non-Managing Member shall have any right to participate in or exercise control or management power over the business and affairs of the Company. Notwithstanding anything to the contrary in this Agreement, the Managing Member may not be removed by the Non-Managing Members with or without cause. In addition to the powers now or hereafter granted a Managing Member of a limited liability company under applicable law or which are granted to the Managing Member under any other provision of this Agreement, the Managing Member, subject to
Powers of Managing Member. Without limiting the authority of the Managing Member, the Managing Member shall have the authority, without the consent of the Stockholders (except as may be set forth in the resolution establishing any series of Preferred Stock), to:
(a) Incur any indebtedness on behalf of the Company, whether to banks or other lenders upon the advice of the Investment Manager.
(b) Enter into any agreement or contract upon the advice of the Investment Manager.
(c) Determine the amount and timing of any distributions upon the advice of the Investment Manager.
(d) Determine the information to be provided to Stockholders concerning the Company.
(e) Enter into a merger or consolidation with another entity, or acquire any stock or securities in any entity, including a subsidiary the Company whose stock is wholly owned by the Company.
(f) Change the Company’s business or enter into new businesses.
(g) Admit new Stockholders, and issue Stock, options or other rights to acquire Stock, or debentures or other securities or instruments convertible to Stock.
(h) Redeem the Stock of existing Stockholders (to the extent any such Stock is subject to redemption pursuant to its terms).
(i) Sell or otherwise dispose of all or substantially all of the Company’s assets or business upon the advice of the Investment Manager.
Powers of Managing Member. The Managing Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Managing Member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company at the expense of the Company, including but not limited to the execution of all documents or instruments in all matters necessary, desirable, convenient or incidental to the purpose of the Company or the making of investments of Company funds.
Powers of Managing Member. (a) Subject to the terms and conditions of this Agreement, the Managing Member shall have full and complete charge of all affairs of the Company, and the management and control of the Company’s business as described in Section 1.4 shall rest exclusively with the Managing Member. The Managing Member shall be required to devote to the conduct of the business of the Company such time and attention as is necessary to accomplish the purposes, and to conduct properly the business, of the Company.
(b) By executing this Agreement, each Non-Managing Member shall be deemed to have consented to any exercise by the Managing Member of any of the foregoing powers.
(c) The Managing Member shall cause Schedule B to be amended to reflect any Sale of a Member’s Member Interest (to the extent permitted by this Agreement), the total Member Interest of each Member, any change in name of the Company or change in the name or names under which the Company conducts its business (to the extent permitted by this Agreement), and receipt by the Company of any notice of change of address of a Member. The amended Schedule B, which shall be kept on file at the principal office of the Company, shall supersede all such prior Schedules and become part of this Agreement, and the Managing Member shall promptly forward a copy of the amended Schedule B to each Member and, until the GE Termination Date, Memco, upon each amendment thereof.
(d) Until the Indemnification Satisfaction Date, the Managing Member shall pay all of the Company’s cash and cash equivalents, except for Permitted Working Capital, to GECC as required by the terms of this Agreement.
Powers of Managing Member. Subject to the remaining provisions of this Article 6, the Managing Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Managing Member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company at the expense of the Company, including but not limited to the execution of all documents or instruments in all matters necessary, desirable, convenient or incidental to the purpose of the Company or the making of investments of Company funds.
Powers of Managing Member. The Managing Member is authorized on the Company’s behalf to make all decisions as to (a) the sale, development lease or other disposition of the Company’s assets; (b) the purchase or other acquisition of other assets of all kinds; (c) the management of all or any part of the Company’s assets; (d) the borrowing of money and the granting of security interests in the Company’s assets; (e) the pre-payment, refinancing or extension of any loan affecting the Company’s assets; (f) the compromise or release of any of the Company’s claims or debts; and, (g) the employment of persons, firms or corporations for the operation and management of the company’s business. In the exercise of their management powers, the Managing Member is authorized to execute and deliver (a) all contracts, conveyances, assignments leases, sub-leases, franchise agreements, licensing agreements, management contracts and maintenance contracts covering or affecting the Company’s assets; (b) all checks, drafts and other orders for the payment of the Company’s funds; (c) all promissory notes, loans, security agreements and other similar documents; (d) all other instruments of any other kind relating to the Company’s affairs, whether like or unlike the foregoing; and, (e) set up individual accounts for each member or non voting member to hold cash or securities on behalf of the member.
Powers of Managing Member. The business and affairs of the Company shall be managed by the Managing Member, which will have the power and authority to bind the Company, except as provided in this Agreement. Except as otherwise provided in this Agreement, the Managing Member shall have full and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. The Managing Member may not be removed by the Non-Managing Members with or without cause. Notwithstanding anything to the contrary in this Agreement, so long as the Promissory Notes are outstanding, the Non-Morgans Business of the Company shall be operated in substantially the same manner as the Acquired Companies and the Acquired Subsidiaries have been operated prior to the Closing Date.
Powers of Managing Member. The Managing Member shall have the right, power and authority, in the management of the business and affairs of the Company, to do or cause to be done any and all acts deemed by the Managing Member to be necessary or appropriate to effectuate the business, purposes and objectives of the Company at the expense of the Company, including but not limited to the execution of all documents or instruments in all matters necessary, desirable, convenient or incidental to the purposes of the Company. The Managing Member's management of the Company may be exercised by the Chief Executive Officer, any President or any Vice President of the Managing Member.
Powers of Managing Member. Without limiting the generality of Section 4.1, unless otherwise provided in the Act, the Certificate or this Agreement, the Managing Member shall have full power and authority on behalf of the Company to:
(a) admit additional Members to the Company;
(b) execute any document or instrument on behalf of the Company which is necessary to carry out the intent and purpose of this Agreement; and
(c) execute on behalf of the Company all agreements, instruments and documents which are necessary or desirable to the business of the Company.
