Powers of the Directors Sample Clauses

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...
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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. (b) Notwithstanding any other provision of this Agreement, no action or decision will be taken by the Board (including by way of passing resolutions by circulation) in respect of any of the matters listed in Schedule A hereof without the affirmative votes of a Director nominated by SAIF and by the Network18 Group. The Parties further agree that no affirmative vote of a Director nominated by SAIF in respect of any of the matters listed in Schedule A shall be required if SAIF, at any time, holds less than 5% of the Equity Share capital of the Company, on a fully diluted basis. (c) Notwithstanding any other provision of this Agreement, no action or decision will be taken by the Board (including by way of passing resolutions by circulation) in respect of any of the matters listed in Schedule A-1 hereof without the affirmative votes of a Director nominated by GSHS, SAIF and by the Network18 Group. The Parties further agree that no affirmative vote of a Director nominated by GSHS in respect of any of the matters listed in Schedule A-1 shall be required if GSHS, at any time, holds less than 5% of the Equity Share capital of the Company, on a fully diluted basis. (d) A Director may from time to time disclose to the Shareholder who appointed him and its representatives such information as he/she has regarding the Company or its business and operations as shall reasonably be requested by the Shareholder appointing him. Any such disclosure shall not (and shall not be deemed to be) a breach of this Agreement or any confidentiality obligations.
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Powers of the Directors. Subject to the provisions of Section 4.7(b), 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 4.7(b), be adopted by the affirmative vote of a simple majority of the members of the Board.
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Powers of the Directors. 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.
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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. (b) Except as otherwise specifically provided by this Agreement, the Directors acting by majority approval may exercise all powers of the Company and do all such lawful acts and things as are not by the Act, the Articles of Organization or this Agreement directed or required to be exercised, approved, or done by the Members. (c) Prior to the beginning of each fiscal year of the Company and its Subsidiaries, the Board of Directors at a duly called meeting of the Board of Directors shall approve an operating budget of the Company and its Subsidiaries (the "ANNUAL BUDGET") for such fiscal year and a strategic operating plan of the Company and its Subsidiaries for such fiscal year (the "STRATEGIC PLAN"). (d) Notwithstanding any other provision of this Agreement, unless authorized by a majority of the Directors at a duly called meeting of the Board of Directors (which majority shall be required to include an Authorized Sachs Director) until the Sachs Affiliated Parties having collectively Transferred (other than to Permitted Transferees) in excess of 50% of the Membership Interests held by SCM as of the Closing Date, including Transfers pursuant to Sections 9.10 or 9.11), neither the Company nor any of its Subsidiaries shall be authorized to take, and shall not take, any action with respect to (i) the investment by the Company of Available Net Cash in any investment other than a Permitted Investment, (ii) the amendment of or modification to this Section 7.2(d) or Sections 2.4, 5.1(b), 5.1(c)(i), 6.2, 7.1(a), 7.1(b), 7.1(d), 7.6(a), 7.7, 7.9, 8.14, 8.15, Article IX (but only if such amendment or modification adversely affects the Sachs Affiliated Parties), 10.3 or 11.2 or of any of the defined terms used therein, (iii) the amendment of or modification to any other provision of this Agreement that materially adversely affects the Sachs Af...
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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.
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Powers of the Directors. (a) Subject to the provisions of Section 4.8(b), 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 4.8(b), be adopted by the affirmative vote of a simple majority of the members of the Board. (b) Notwithstanding any other provision of this Agreement, no action or decision will be taken by the Board (including by way of passing resolutions by circulation) in respect of any of the matters listed in Schedule A hereof without the affirmative votes of a Director nominated by SAIF and by the TV18 Group. The Parties further agree that no affirmative vote of a Director nominated by SAIF in respect of any of the matters listed in Schedule A shall be required if SAIF, at any time, holds less than 5% of the Ownership Share capital of the Company.
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Powers of the Directors. (a) Subject to the provisions of Section 4.7(b), 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 4.7(b), be adopted by the affirmative vote of a simple majority of the members of the Board. (b) Notwithstanding any other provision of this Agreement to the contrary, no action or decision will be taken by the Board (including by way of passing resolutions by circulation) in respect of any of the provisions set out in Section 5.4 hereof without following the procedure set out in Section 5.4.
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Powers of the Directors 
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Related to Powers of the Directors

  • 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 Directors 28.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. 28.2 All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution. 28.3 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. 28.4 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. 29 Appointment and Removal of Directors 29.1 Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution remove any Director. For the avoidance of doubt, prior to the closing of a Business Combination holders of Class A Shares shall have no right to vote on the appointment or removal of any Director. 29.2 The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. 29.3 After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director. 29.4 Article 29.1 may only be amended by a Special Resolution passed by a majority of at least 90% of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution of all members.

  • Powers of Board The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2: (1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding; (2) terminate the appointment of, or change the membership of, the committee; and (3) fill vacancies in the committee.

  • Powers of the Advisor Subject to the express limitations set forth in this Agreement and the continuing and exclusive authority of the Board over the management of the Company, the power to direct the management, operation and policies of the Company, including making, financing and disposing of investments, shall be vested in the Advisor, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out any and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under this Agreement.

  • Powers of the Company The Company shall have the power and authority to take any and all actions necessary, appropriate or advisable to or for the furtherance of the purposes set forth in Section 2.05.

  • Powers of Members The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Agreement. Except as expressly provided herein, the Members shall have no power to bind the Company and no authority to act on behalf of the Company.

  • POWERS OF MANAGERS Pursuant to Section 21-136 of the Act, the Managers are authorized: (a) to make all decisions regarding the Company’s operations and legal affairs, including but not limited to: i. the sale, development, lease, or other disposition of the Company's assets; ii. the purchase or acquisition of other assets; iii. the management of all or any part of the Company's assets; iv. the borrowing of money and granting of security interests in the Company's assets; v. the pre-payment, refinancing, or extension of any loan affecting the Company's assets; vi. the compromise or release of any of the Company's claims or debts; and vii. the employment of persons, firms, or corporations for the operation and management of the Company's business; and (b) to execute and deliver: i. all contracts, conveyances, assignments, leases, sub-leases, franchise agreements, licensing agreements, management contracts, and maintenance contracts covering or affecting the Company's assets; ii. all checks, drafts, and other orders for the payment of the Company's funds; iii. all promissory notes, loans, security agreements and other similar documents; and iv. all other instruments of any kind relating to the Company's business and affairs.

  • Powers of the Trustees Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility and the purpose of the Trust. Without limiting the foregoing, the Trustees may adopt Bylaws not inconsistent with this Declaration of Trust providing for the conduct of the business and affairs of the Trust and may amend and repeal them to the extent that such Bylaws do not reserve that right to the Shareholders; they may as they consider appropriate elect and remove officers and appoint and terminate agents and consultants and hire and terminate employees, any one or more of the foregoing of whom may be a Trustee, and may provide for the compensation of all of the foregoing; they may appoint from their own number, and terminate, any one or more committees consisting of two or more Trustees, including without implied limitation an executive committee, which may, when the Trustees are not in session and subject to the 1940 Act, exercise some or all of the power and authority of the Trustees as the Trustees may determine; in accordance with Section 3.3 they may employ one or more advisers, administrators, depositories and custodians and may authorize any depository or custodian to employ subcustodians or agents and to deposit all or any part of such assets in a system or systems for the central handling of securities and debt instruments, retain transfer, dividend, accounting or Shareholder servicing agents or any of the foregoing, provide for the distribution of Shares by the Trust through one or more distributors, principal underwriters or otherwise, set record dates or times for the determination of Shareholders or various of them with respect to various matters; they may compensate or provide for the compensation of the Trustees, officers, advisers, administrators, custodians, other agents, consultants and employees of the Trust or the Trustees on such terms as they deem appropriate; and in general they may delegate to any officer of the Trust, to any committee of the Trustees and to any employee, adviser, administrator, distributor, principal underwriter, depository, custodian, transfer and dividend disbursing agent, or any other agent or consultant of the Trust such authority, powers, functions and duties as they consider desirable or appropriate for the conduct of the business and affairs of the Trust, including without implied limitation the power and authority to act in the name of the Trust and of the Trustees, to sign documents and to act as attorney-in-fact for the Trustees. Without limiting the foregoing and to the extent not inconsistent with the 1940 Act or other applicable law, the Trustees shall have power and authority:

  • Powers of the Trustee 3.1.1 Except as set forth in this State Trust Agreement, the Trustee shall have the power to perform those acts necessary and desirable to accomplish the purposes of the State Mitigation Trust, which shall be exercised in an efficient and expeditious manner in furtherance of and in a manner consistent with the purposes of this State Trust Agreement and the Consent Decree. Subject to the limitations on liability set forth in subparagraph 3.5.2, the Trustee shall act in accordance with the current professional standards of care and with the diligence, skill, and care expected for the administration of such a Trust. The Trustee shall have only such duties, rights, powers, and privileges expressly set forth in the Consent Decree, this State Trust Agreement, and as otherwise provided by the Delaware Act. No implied duties (including fiduciary duties) shall be read into this State Trust against Wilmington Trust, N.A., acting as the Trustee. 3.1.2 Upon the Trust Effective Date, the powers of the Trustee shall include the following: 3.1.2.1 To receive, manage, invest, reinvest, supervise, and protect the Trust Assets as provided in Paragraph 3.2 of this State Trust Agreement or to engage a professional investment manager (“Investment Manager”) to receive, manage, invest, reinvest, supervise, and protect the Trust Assets as provided in Paragraph 3.2 for the benefit of the Beneficiaries. The Trustee appoints Wilmington Trust, N.A. as the Investment Manager for the State Mitigation Trust pursuant to an Investment Management Agreement entered into on the Trust Effective Date to manage the Trust Assets in accordance with Paragraph 3.2; 3.1.2.2 To establish and maintain a public-facing website onto which it will post all materials as required hereunder; 3.1.2.3 To establish and maintain a secure method of internet-based communications for the use of the Trustee and the Beneficiaries; 3.1.2.4 To hold title to property in the name of the Trustee in its capacity as such; 3.1.2.5 To incur, and pay from the Trust Administration Cost Subaccount, any and all customary and commercially reasonable charges and expenses upon or connected with the administration of this State Mitigation Trust in the discharge of its obligations hereunder, including 98% of Start-up Costs and 98% of Shared State and Indian Tribe Administration Costs; 3.1.2.6 To engage and compensate professionals to assist the Trustee in accordance with this State Trust Agreement, including, but not limited to, legal, environmental, investment, accounting, tax, website, and third-party auditing professionals, or internet service providers, or insurance providers. Such third-party auditing professionals may be used by the Trustee to audit and/or review expenditures to verify that they comport with the requirements and limitations on use of Trust Funds, as set forth herein. The Trustee may initiate such an audit and/or review on its own initiative or in response to credible reports or suggestions that such review or audit is appropriate. The Trustee shall have an annual independent audit prepared and posted on the website. In its sole discretion, the United States may waive the requirement of an annual audit starting in year ten or at an earlier time in order to preserve Trust Funds; 3.1.2.7 To engage and compensate professionals to assist the Trustee in requesting a Private Letter Ruling from the IRS: (1) that the State Mitigation Trust will be treated as a Qualified Settlement Fund under 26 C.F.R. § 1.468B-1; (2) that all investment income earned on the Trust Assets will be excludible from gross income under Section 115 of the Internal Revenue Code, 26 U.S.C. § 115; and (3) on any federal tax matter that the Tax Professionals reasonably believe is necessary to support the rulings in (1) and

  • Powers of Trustees Subject to the provisions of this Declaration of Trust, the business of the Trust shall be managed by the Trustees, and they shall have all powers necessary or convenient to carry out that responsibility and the purpose of the Trust. Without limiting the foregoing, the Trustees may adopt By-Laws not inconsistent with this Declaration of Trust providing for the conduct of the business and affairs of the Trust and may amend and repeal them to the extent that such By-Laws do not reserve that right to the Shareholders; they may as they consider appropriate elect and remove officers and appoint and terminate agents and consultants and hire and terminate employees, any one or more of the foregoing of whom may be a Trustee, and may provide for the compensation of all of the foregoing; they may appoint from their own number, and terminate, any one or more committees consisting of two or more Trustees, including without implied limitation an executive committee, which may, when the Trustees are not in session and subject to the 1940 Act, exercise some or all of the power and authority of the Trustees as the Trustees may determine; in accordance with Section 3.3 they may employ one or more advisers, administrators, depositories and custodians and may authorize any depository or custodian to employ subcustodians or agents and to deposit all or any part of such assets in a system or systems for the central handling of securities and debt instruments, retain transfer, dividend, accounting or Shareholder servicing agents or any of the foregoing, provide for the distribution of Shares by the Trust through one or more distributors, principal underwriters or otherwise, set record dates or times for the determination of Shareholders or certain of them with respect to various matters; they may compensate or provide for the compensation of the Trustees, officers, advisers, administrators, custodians, other agents, consultants and employees of the Trust or the Trustees on such terms as they deem appropriate; and in general they may delegate to any officer of the Trust, to any committee of the Trustees and to any employee, adviser, administrator, distributor, principal underwriter, depository, custodian, transfer and dividend disbursing agent, or any other agent or consultant of the Trust such authority, powers, functions and duties as they consider desirable or appropriate for the conduct of the business and affairs of the Trust, including without implied limitation the power and authority to act in the name of the Trust and of the Trustees, to sign documents and to act as attorney-in-fact for the Trustees. Without limiting the foregoing and to the extent not inconsistent with the 1940 Act or other applicable law, the Trustees shall have power and authority:

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