Powers of the Directors. Subject to the terms of this Agreement, the Directors shall have the right and authority to take all actions which the Directors deem incidental, necessary, suitable or convenient for the day-to-day management and conduct of the Company’s business. No Independent Director may delegate his or her duties, authorities or responsibilities hereunder. If any Independent Director resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the affirmative vote of all of the Directors shall be taken until a successor Independent Director is appointed by the Sole Member and qualifies and approves such action. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Directors shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 2.7. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Sole Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Sole Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Directors shall not have any fiduciary duties to the Sole Member, any Director or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Director shall not be liable to the Company, the Sole Member or any other Person bound by this LLC Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. Subject to the terms of this Agreement, the Directors may exercise all powers of the Company and do all such lawful acts and things as are not prohibited by the Act, other applicable law or this Agreement or directed or required to be exercised or done by the Sole Member. All duly authorized instruments, contracts, agreements and documents providing for the acquisition or disposi...
Powers of the Directors. (a) Subject to the provisions of Section 5.8(b) and (c), the Board shall act by majority vote. For the avoidance of doubt, all decisions, actions and resolutions of the Board shall, subject to the provisions of Section 5.8(b) and (c), be adopted by the affirmative vote of a simple majority of the members of the Board.
Powers of the Directors. 95. The business of the Company shall be managed by the Board, which may expend such sums as necessary for the founding and registration of the Company and to exercise all the powers of the Company and to do all acts which the Company is empowered to do under these Articles and the law, excluding powers granted by law or by these Articles to the Company in general meeting. No regulation of a general meeting shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.
Powers of the Directors. (a) The Board of Directors shall have the right and authority to take all actions which the Directors in good faith deem necessary, useful or appropriate for the management and coxxxxx xx xhe Company's business, including the right and authority to select, retain and compensate any accountants, counsel, advisors or consultants on behalf of the Company, any of its Subsidiaries, the Board of Directors or any committee of the Board of Directors, and the Board of Directors shall authorize one or more officers to act or refrain from acting on behalf of the Company and to enter into contracts and transactions on behalf of the Company.
Powers of the Directors. Section 4.1.
Powers of the Directors. The directors shall have and take entire general charge and supervision of the business and affairs of the Corporation. They may appoint one of their members as Chairman of the Board. They may also, by a resolution adopted by a majority of the Board, designate two or more directors to constitute an executive committee. The Chairman of the Board shall be a member of the executive committee. The Board or the executive committee may appoint such officers and agents as may be necessary in the judgment of the directors or the executive committee. Any officers or agents so appointed shall be removable with or without cause by the Board or by the executive committee. Any vacancy in any office may be filled in the same manner. In the absence or disqualification of any member of the executive committee, the members of the committee present at the meeting and not disqualified from voting may by unanimous vote appoint another member of the Board to act at the meeting in place of the absent or disqualified member. Unless otherwise directed by the Board of Directors, the Chairman of the Board, or such other officer or agent as the Chairman of the Board or Board of Directors may designate, shall have authority to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders, or with respect to any action of stockholders, of any other corporation in which this Corporation may hold securities, and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in any other corporation.
Powers of the Directors
