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 the Board. An Arbitrator or an Arbitration Board, as the case may be, has the powers of an Arbitrator or Arbitration Board under the Labour Relations Act.
Powers of the Board. It is agreed and understood that the Arbitration Board shall have no authority to alter, modify or annul any part of this Agreement. However, the Arbitration Board shall have authority to substitute such other penalty for the discharge or discipline, as the Arbitration Board deems just and reasonable in all circumstances.
Powers of the Board a. The Board shall have full and complete charge of all affairs of the Company and the management and control of the Company’s business shall rest exclusively with the Board, subject to the terms and conditions of this Agreement. The Board shall be required to devote to the conduct of the business of the Company only such time and attention as it determines, in its sole and absolute discretion, to be necessary to accomplish the purposes, and to conduct properly the business, of the Company.
b. Subject to the limitations set forth in this Agreement, including but not limited to those limitations set forth in Section 6.4 the Board shall perform or cause to be performed, all management and operational functions relating to the business of the Company. Without limiting the generality of the foregoing, the Board is authorized on behalf of the Company, without the consent of the Member, to:
(i) invest and expend the capital and revenues of the Company in furtherance of the Company’s business and pay, in accordance with the provisions of this Agreement, all expenses, debts and obligations of the Company to the extent that funds of the Company are available therefor;
(ii) make investments in United States government securities, securities of governmental agencies, commercial paper, insured money market funds, bankers’ acceptances, certificates of deposit and other securities, pending disbursement of the Company funds or to provide a source from which to meet contingencies, all to the extent permitted under the policies from time to time adopted by the Member;
(iii) enter into agreements and contracts with any person, terminate any such agreements and institute, defend and settle litigation arising therefrom, and give receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto;
(iv) maintain, at the expense of the Company, adequate records and accounts of all operations and expenditures;
(v) purchase, at the expense of the Company, liability, casualty, fire and other insurance and bonds to protect the Company’s properties, business, Members, employees, Board Members and officers;
(vi) borrow funds needed for the operations of the Company and, in connection therewith, issue notes, debentures and other debt securities and mortgage, pledge, encumber or hypothecate the assets of the Company;
(vii) obtain replacement of any mortgage, encumbrance, pledge, hypothecation or other security device and prepay, in whole or in part, m...
Powers of the Board. Except as otherwise specifically provided in this agreement, the Board has full power to direct the activities of the Company in the conduct of the Activities.
Powers of the Board. Subject to the provisions of this Plan and the ------------------- approval of any relevant authorities, the Board shall have the authority in its sole discretion:
(i) to determine the Fair Market Value;
(ii) to select the Employees to whom Options may from time to time be granted hereunder;
(iii) to determine the number of Class B Shares to be covered by each such award granted hereunder;
(iv) to approve forms of agreement for use under the Plan;
(v) to determine the terms and conditions of any Option granted hereunder (such terms and conditions include, but are not limited to, the exercise price, the time or times when Options may vest or be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Option or Class B Share relating thereto, based in each case on such factors as the Board, in its sole discretion, shall determine);
(vi) to determine whether to offer to buyout a previously granted Option as provided in Section 10(g) hereof and to determine the terms and conditions of such offer and buyout (including whether payment is to be made in cash or Class B Shares);
(vii) to prescribe, amend and rescind rules and regulations relating to the Plan;
(viii) to allow Holders to satisfy withholding tax obligations by electing to have the Company withhold from the Class B Shares to be issued upon exercise of an Option that number of Class B Shares having a Fair Market Value equal to the minimum amount required to be withheld based on the statutory withholding rates for federal and state tax purposes that apply to supplemental taxable income. The Fair Market Value of the Class B Shares to be withheld shall be determined on the date that the amount of tax to be withheld is to be determined. All elections by Holders to have Class B Shares withheld for this purpose shall be made in such form and under such conditions as the Board may deem necessary or advisable;
(ix) to amend the Plan or any Option granted under the Plan as provided in Section 14; and
(x) to construe and interpret the terms of the Plan and awards granted pursuant to the Plan and to exercise such powers and perform such acts as the Board deems necessary or desirable to promote the best interests of the Company which are not in conflict with the provisions of the Plan.
Powers of the Board. (a) A single Arbitrator or a Board of Arbitration shall not have the power to alter any of the terms of this Agreement, or to substitute any provisions for existing provisions, nor to give any decision inconsistent with the terms of this Agreement.
(b) The single Arbitrator or the Board of Arbitration shall have authority to interpret any Agreement clause that may be in dispute in a grievance referred to it for settlement.
Powers of the Board. 1.1 The Board has and shall retain all powers, rights, authority and responsibility conferred upon and vested in it by law. The management of the District and the direction of its Employees is vested exclusively in the Board. All matters not specifically and expressly covered or treated by the language of this Agreement may be administered by the Board in accordance with such policy or procedure as the Board may determine. Management rights will not be deemed to exclude other management rights not herein specifically enumerated.
Powers of the Board. The Board shall have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters, to execute any contracts or other instruments on behalf of the Company, and to perform any and all other acts or activities customary or incidental to the management of the Company’s business.
Powers of the Board. (i) The Company shall maintain the Board pursuant to the terms as set forth herein. Notwithstanding Section 9.01(a) to the contrary, solely with respect to the Specified Matters and other matters that expressly require approval of the Board as provided in this Agreement (and without limiting Section 9.06), (i) the business and affairs of the Company shall be managed, operated and controlled by the Board in accordance with the terms of this Agreement, no Members shall have management authority or rights over the Company and the Board shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described herein and (ii) without limiting the generality of the foregoing the Board shall have the exclusive power and authority, on behalf of the Company, to take such actions not inconsistent with this Agreement as the Board reasonably deems necessary or appropriate to carry on the business and purposes of the Company. Notwithstanding Section 9.01(a) to the contrary, solely with respect to the Specified Matters and other matters that expressly require the approval of the Board as provided in this Agreement (and without limiting Section 9.06), the Board is, to the extent of its rights and powers set forth in this Agreement, an agent of the Company for the purpose of the Company’s business, and the actions of the Board taken in accordance with such rights and powers shall bind the Company (and no Member shall have such right or power). Without limiting the generality of the foregoing, notwithstanding Section 9.01(a) to the contrary, solely with respect to the Specified Matters and other matters that expressly require approval of the Board as provided in this Agreement (and without limiting Section 9.06), the Board shall have all the rights and powers that may be possessed by a manager under the Delaware Act and shall constitute a “manager” of the Company, as defined in the Delaware Act. Notwithstanding Section 9.01(a) to the contrary, except as expressly provided in this Agreement or as prohibited by the Delaware Act, solely with respect to the Specified Matters and other matters that expressly require approval of the Board as provided in this Agreement, the Board may delegate (and revoke a prior delegation) to any Director, Chief Executive Officer, Officer, or employee of the Company or its Subsidiaries or any committee of the Board or any other committee of the Company, including the Management Operating Committee, a...
