Powers of the Management Committee. Except as specifically provided herein, the Management Committee shall have no power to cause the Company to do any act, but shall have such approval and other authority as expressly provided hereunder. Following an Event of Default, the Management Committee shall have the authority to remove the Company’s and its Subsidiaries’ independent auditors and to select the replacement of new auditors so long as such auditors are reasonably acceptable to the independent auditors of NutraCea for purposes of providing any necessary reports and consents in NutraCea’s periodic filings with the SEC.
Powers of the Management Committee. (a) The Management Committee shall be responsible for management of the business and affairs of the Partnership subject to the delegation of powers and duties to officers of the Partnership and other Persons as provided below. All powers of the Partnership, except those specifically reserved or granted to the Partners by statute or this Agreement, are hereby granted to and vested in the Management Committee, and the Management Committee shall have full authority, discretion and power with respect to all Partnership actions and the execution of all instruments or other documents necessary or appropriate in connection therewith. The Management Committee shall have the power to delegate authority in writing to such officers, employees, agents and representatives of the Partnership as it from time to time may deem appropriate, but subject to such exceptions and conditions as the Management Committee may determine for the purposes of limiting the scope of any such delegation of authority, and subject to revocation of such delegated authority by further action of the Management Committee at any time. Any delegation of authority to take any action must be approved in the same manner as would be required for the Management Committee to directly approve such action.
(b) Any Partner shall have the right to receive materials made available to the Management Committee, and shall have the right to consult with the Management Committee regarding all aspects of the Partnership and its business.
(c) Each Representative shall be an agent of and shall represent, and owe duties to, only the Partner that designated such Representative (the nature and extent of such duties being an internal affair of the partner), and, to the fullest extent permitted by law, shall not owe any duty (fiduciary or otherwise) to the Partnership, any other partner or representative or any officer or employee of the Partnership. The provisions of this Section 5.2(c) shall also inure to the benefit of each Partner’s Representative.
Powers of the Management Committee. The Management Committee 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, at the expense of the Company, any and all acts deemed by the Management Committee to be necessary or appropriate to effectuate the business, purposes and objectives of the Company. Without limiting the generality of the foregoing, the Management Committee shall have the power and authority to:
(a) issue from time to time in one or more series of any number of Interests, and with such powers, preferences, rights and qualifications, limitations or restrictions thereof, and such distinctive serial designations, all as shall hereafter be stated and expressed in the resolution or resolutions adopted by the Management Committee. Each series of Interests (a) may have such voting rights or powers, full or limited, or may be without voting rights or powers; (b) may be subject to redemption at such time or times and at such prices; (c) may be entitled to receive allocations and distributions (which may be cumulative or non-cumulative) at such rate or rates, on such conditions and at such times, and allocable and payable in preference to, or in such relation to, the allocations and distributions allocable and payable to any other class or classes or series of Interests; (d) may have such rights upon the voluntary or involuntary liquidation, winding up or dissolution of, or upon any distribution of the assets of, the Company; (e) may be made convertible into or exchangeable for, Interests of any other class or classes or of any other series of the same or any other class or classes of interests of the Company at such price or prices or at such rates of exchange and with such adjustments; (f) may be entitled to the benefit of a sinking fund to be applied to the purchase or redemption of Interests of such series in such amount or amounts; (g) may be entitled to the benefit of conditions and restrictions upon the creation of indebtedness of the Company or any subsidiary, upon the issue of any additional Interests (including additional Interests of such series or of any other series) and upon the making of allocations or distributions on, and the purchase, redemption or other acquisition by the Company or any subsidiary of, any outstanding Interests of the Company and (h) may have such other relative, participating, optional or other special rights, qualifications, limitations or restrictions thereof; all as shall be...
Powers of the Management Committee. In addition to that contemplated above, the Management Committee shall have the power to do the following upon the affirmative vote of the representatives appointed by Persons holding, in aggregate, a majority of the Units of Series SEL Voting Interest, without the consent of the Members:
5. The first sentence of Section 3.15 of the LLC Agreement is deleted and the following sentence inserted in lieu thereof: The Management Committee, by an affirmative vote of the representatives appointed by Persons holding, in aggregate, a majority of the Units of Series SEL Voting Interest, may remove the Chief Executive Officer, in its sole and absolute discretion if, at any time or from time to time, it becomes dissatisfied with the Chief Executive Officer's performance under this Agreement (regardless of whether such dissatisfaction shall constitute legal "cause" for termination).
6. This Amendment No. 1 will automatically become effective as of the closing date of the transfer and exchange of Interests pursuant to that certain Exchange Agreement between KLT Energy Services Inc. and MTB Energy, Inc., dated effective as of January 1, 2001.
Powers of the Management Committee. The Management Committee 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 prepayment, 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;
(g) the employment of persons, firms or corporation for the operation and management of the company’s business; and
(h) the appointment, from time to time, of such officers and agents of the Company as the Management Committee deems necessary or advisable, define and modify, from time to time, such officers’ and agents’ duties; provided, however, that the Company shall at all times have at least one officer, employee or representative designated as it’s President to oversee the operation of the Company, subject in turn to the oversight of the Management Committee. In the exercise of their management powers, the members of the Management Committee are authorized to execute and deliver:
(a) all contracts, conveyances, assignments, leases, subleases, franchise agreements, licensing agreements, management contracts mid maintenance 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; and
(d) all other instruments of any other kind relating to the Company’s affairs whether like or unlike the foregoing.
Powers of the Management Committee. 4.1 A meeting of the management committee at which a quorum is present shall be empowered to exercise the functions of the joint venturers under this agreement, except for the following purposes:
(a) Agreeing to terminate this agreement and the joint venture; or
(b) modifying or amending the provisions of this agreement; when the written agreement of the joint venturers shall be required. Subject to the aforegoing provisions of this clause, decisions of the representatives shall be binding on the joint venturers.
4.2 Except where it is expressly provided in this agreement to the contrary, decisions taken by the representatives in relation to the joint venture shall be unanimous.
4.3 The members of the management committee may if they so desire nominate one of their members to be the chairperson of all meetings of representatives. The chairperson shall not be entitled to any casting vote.
4.4 Minutes, and a tape record of the proceedings at meetings of representatives shall be kept and copies thereof circulated within 30 days after such meeting to joint venturers for review, comment and such action as may be required.
4.5 Notwithstanding anything to the contrary herein contained, a motion, proposal or any other matter approved in writing (including by facsimile, telex, telegram or e-mail) by all the joint venturers entitled to be represented at meetings of representatives and directed to the other joint venturer, shall be binding and be given effect to as if it were duly passed at a meeting of representatives.
Powers of the Management Committee. Except as specifically provided herein, the Management Committee shall have no power to cause the Company to do any act, but shall have such approval and other authority as expressly provided hereunder.
Powers of the Management Committee. Without limiting the general powers of the management committee described in this section, the management committee is specifically empowered to do the following:
4.2.1 Designate a project manager for the project to serve for the time and perform the duties specified in the project management agreement.
4.2.2 Appoint such agents as are necessary to assist the project manager or the operators. Appoint such technical and other committees and individuals as necessary and direct them to undertake all activities needed for the planning, construction, and operation of the project.
4.2.3 Determine what FERC or other regulatory approvals or certificates are required to construct and operate the project and direct the preparation and filing of any needed applications.
4.2.4 Except as otherwise provided in this Agreement or as delegated in the project management agreement or the operating agreements, authorize all agreements needed for the project, including but not limited to agreements with consultants and third parties to undertake activities or studies for the benefit of the project, financing arrangements, and commitments for transportation services for shippers.
4.2.5 Determine all policy or other matters for the project.
4.2.6 Adopt partnership rules and amendments concerning the conduct of the affairs of the partnership and the management committee, including procedures for determining the rates to be charged when the applicable FERC tariff allows discretion in setting rates. Adopt rules for such other matters as the management committee determines to be appropriate that are not inconsistent with this Agreement.
4.2.7 Have prepared and adopt, amend or reject capital and operating budgets.
4.2.8 Initiate litigation or arbitration, approve termination of litigation, arbitration or settlement of disputes involving claims against the partnership; approve all attorneys or agents representing the partnership in such matters.
4.2.9 Adopt an insurance and indemnity program covering the interest and obligations of the partnership, and, as appropriate, the partners.
4.2.10 Approve all tax policy matters regarding the partnership, including, but not limited to elections relating to federal income taxes required to be made by the partnership under Code Section 703(b), state income tax, preparation and filing of partnership returns, the handling of and participation in tax audits conducted by any government entity, and designation of a tax matters partner.
4.2.11 Appoint...
Powers of the Management Committee. The Management Committee shall carry out the day-to-day running of the Association and shall have the power to:
3.2.a. Administer the finances, appoint bankers, direct the opening of bank accounts for specific purposes, transfer funds from one account to another, and close any such account
Powers of the Management Committee. Except as otherwise specifically provided in this Agreement, the Management Committee shall have full, exclusive and complete discretion, right, power and authority to manage, control and make all decisions affecting the business and affairs of the Company and to do or cause to be done any and all acts, at the expense of the Company, deemed by the Management Committee to be necessary or appropriate to effectuate the business, purposes and objectives of the Company as set forth in this Agreement. Without limiting the generality of the foregoing, the Management Committee shall have the power and authority to:
(a) establish a record date with respect to all actions to be taken hereunder that require a record date be established, including with respect to allocations and distributions;
(b) bring and defend on behalf of the Company actions and proceedings at law or in equity before any court or governmental, administrative or other regulatory agency, body or commission or otherwise; and
(c) execute all documents or instruments, perform all duties and powers and do all things for and on behalf of the Company in all matters necessary, desirable, convenient or incidental to the business of the Company. The expression of any power or authority of the Management Committee in this Agreement shall not in any way limit or exclude any other power or authority which is not specifically or expressly set forth in this Agreement.
