Purposes and Powers of the Company. (a) The purposes of the Company shall be to (a) promote, conduct or engage in, directly or indirectly, any business, purpose or activity that lawfully may be conducted by a limited liability company organized pursuant to the Act, (b) acquire, hold and dispose of any properties or assets or interests in any corporation, partnership, joint venture, limited liability company or other entity and, in connection therewith, to exercise all of the rights and powers conferred upon the Company with respect to its interests therein and (c) conduct any and all activities related or incidental to the foregoing purposes.
(b) The Company shall possess and may exercise all the powers and privileges granted by the Act or by any other law or by this Agreement, together with any powers incidental thereto, including such powers and privileges as are necessary or convenient to the conduct, promotion or attainment of the business, purposes or activities of the Company, including to do any and all acts and things necessary and appropriate for the furtherance and accomplishment of the purposes described in Section 3.1(a) and for the protection and benefit of the Company.
(c) The Company shall do all things necessary to maintain its limited liability company existence separate and apart from each Member, each Preferred Holder and any Affiliate of any Member or Preferred Holder, including holding regular meetings of the Board of Directors in accordance with this Agreement and maintaining its books and records on a current basis separate from that of any Affiliate of the Company or any other Person.
(d) The Company may form one (1) or more Subsidiaries to own one (1) or more of the Company’s properties or to conduct part of the Company’s business.
Purposes and Powers of the Company. The Company is organized for the general purposes of (i) operating an accountable care organization in Southeast Michigan, (ii) engaging in other activities in connection therewith which are necessary or beneficial to the Company and (iii) engaging in any other lawful business activity permitted under the Act consistent with the foregoing. To that end, the Company, subject to the terms of this Agreement, may enter into any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of, the purposes of the Company, so long as said activities and contracts may be lawfully carried on or performed by a limited liability company under the laws of the State of Michigan.
Purposes and Powers of the Company. (a) The purposes for which the Company is formed are (i) to make, hold, and dispose of Portfolio Investments in accordance with the Company’s Investment Policies as in effect from time to time; (ii) to make, hold and dispose of Short-Term Investments in order to hold funds pending the investment or reinvestment of Company funds in Portfolio Investments, to provide liquid investments from which to meet expenses of the Company and contingencies, and to hold funds pending distribution, in each case subject to the other provisions of this Agreement; and (iii) to do any and all things necessary, convenient or incidental to the achievement of the foregoing.
(b) The Company shall have the power to do any and all acts and things necessary, appropriate, advisable or convenient for the furtherance and accomplishment of the purposes of the Company including, without limitation, to engage in any kind of activity and to enter into and perform obligations of any kind necessary to or in connection with, or incidental to, the accomplishment of the purposes of the Company, so long as said activities and obligations may lawfully be engaged in or performed by a limited liability company under the Act.
Purposes and Powers of the Company. The business and purpose of the Company shall be to: (a) manage, operate, hold, sell, dispose of, exchange, transfer, vote or otherwise exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Company’s property and (b) engage in any other business as agreed to by each of the Members. The Company shall have full power to transfer, mortgage, pledge, sell or otherwise deal with its property and exercise all rights, powers, privileges and other incidents of ownership or possession with respect thereto. The Company may borrow and raise money from time to time; accept, endorse and execute notes, drafts, bills of exchange and evidences of indebtedness of all kinds, with or without security; and, to the extent that such security includes letters of credit, to secure the repayment of any drawings thereunder. The Company may maintain one or more offices within or outside the State of Delaware and engage personnel for the conduct of the Company’s activities. The Company may enter into, make and perform contracts, agreements and undertakings of all kinds as may be necessary, advisable or incidental to the carrying out of its purposes. In addition to the powers specified above, the Company shall have the power to do all and everything necessary, suitable or proper for the accomplishment of or in furtherance of any of the purposes set forth herein, and to do every other act or acts, thing or things, incidental or appurtenant to or arising from or connected with any of such purposes; provided, however, that nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the Act.
Purposes and Powers of the Company. (a) The Company has been formed pursuant to the Limited Liability Company Law and in accordance with this Agreement for the purposes of (i) entering into the Master Services Agreement, the Owning Entity Services Agreements, and the Corporate Services Agreement; (ii) providing, or engaging Third Parties to provide, leasing, management, administrative, development, acquisition, and other services with respect to the Regional Centers, including, without limitation, services relating to the solicitation of tenants and negotiation of leases, the maintenance, renovation, repair, expansion, and alteration of the Regional Centers, xxxxxxxx and collections, the provision of statements and reports for each Regional Center, and the provision of such special services as may be requested by TRG from time to time, all in accordance with the Master Services Agreement; (iii) providing, or engaging Third Parties to provide, development services, including, without limitation, investigation and analysis of potential Development Opportunities and negotiations with prospective partners, land owners, lenders, department stores, and prospective tenants, and preparing and implementing development and acquisition plans, all in accordance with the Master Services Agreement; (iv) providing, or engaging Third Parties to provide, general administrative and advisory services to TRG relating to the ongoing operation and management of TRG including, without limitation, services relating to the administration of the day-to-day operations of TRG, and assisting TRG in connection with policy and investment decisions; (v) providing, or engaging Third Parties to provide, management, leasing, administrative, development, and/or like services to Owning Entities pursuant to the Owning Entity Services Agreements; (vi) providing, or engaging Third Parties to provide, services to XXXXX under the Corporate Services Agreement, including without limitation, administrative, management, accounting, shareholder relations, and other services with respect to the operation and administration of XXXXX; and (vii) engaging in any other activities that are incidental or related to the foregoing that a limited liability company may engage in pursuant to the Limited Liability Company Law.
(b) The Company shall have all powers that are necessary or appropriate to carry out its purposes as described in Section 3.1(a) hereof, including, without limitation, the power to enter into, act in all respects under, and agre...
Purposes and Powers of the Company. 6 3.1. Purposes....................................................6 3.2. Powers......................................................7 3.3. Modification of Purpose.....................................8
Purposes and Powers of the Company. (a) The Company has been organized (i) to acquire the business and substantially all of the assets of AAC, (ii) to continue the business thereof, conduct any New Line of Business (as defined in Section 6.07(a)) (provided that such New Line of Business relates to the financing of equipment or receivables in the agricultural industry) and conduct any other activities as are necessary or incidental thereto, and (iii) to engage in any other activity or business permitted by law.
(b) The Company shall have the power to engage in all actions, proceedings, activities and transactions that the Managing Board may deem necessary or advisable in connection with the foregoing purposes.
Purposes and Powers of the Company. The Company is organized for any and all lawful purposes for which companies may be organized pursuant to the Act, including but not limited to the acquisition, ownership, holding for investment, development, construction, management, sale, lease, rent, exchange and all other modes of dealing with all forms of real and personal property, tangible and intangible, wherever located. The Company shall have and may exercise all powers necessary to the accomplishment of its purposes without the necessity of their specific enumeration herein.
Purposes and Powers of the Company. The Company is organized for the general purposes of (i) operating an accountable care organization in Southeast Michigan, (ii) engaging in other activities in connection therewith which are necessary or beneficial to the Company and
Purposes and Powers of the Company. (a) The sole and exclusive business and purpose of the Company shall be to hold, sell, dispose of, exchange, transfer, pledge, vote or otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to the Common Stock, and no other business or purpose may be conducted and promoted by the Company unless all Members consent in writing to such other business or purpose.
(b) In all circumstances subject to and as limited by Section 1.03(a), the Company:
(i) shall have full power to transfer, pledge, sell or otherwise deal with its property and exercise all rights, powers, privileges and other incidents of ownership or possession with respect thereto; and
(ii) may enter into, make and perform contracts, agreements and undertakings of all kinds as may be necessary, advisable or incidental to the carrying out of its purposes.
(c) In addition to the powers specified above, but in all circumstances subject to and as limited by Sections 1.03(a) and 3.01(c) hereof, the Company shall have the power to do all and everything necessary, suitable or proper for the accomplishment of or in furtherance of any of the purposes set forth herein, and to do every other act or acts, thing or things, incidental or appurtenant to or arising from or connected with any of such purposes; provided, however, that nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the Act.
(d) The Company, and the Manager or any officer of the Company on behalf of the Company, may enter into and perform (i) the Contribution Agreement, (ii) the Exchange Agreement, (iii) the Side Letter and (iv) any documents contemplated by or related to any of the foregoing and any amendments thereto, without any further act, vote or approval of any Person, including any Member, notwithstanding any other provision of this Agreement (including, without limitation, Section 1.03(e) and Section 3.01(c)). The foregoing authorization shall not be deemed a restriction on the powers of the Manager or any officer of the Company to enter into other agreements on behalf of the Company.
(e) Notwithstanding anything to the contrary contained in this Section 1.03, or in any other provision of this Agreement, the Company shall not (i) incur any indebtedness, (ii) earn any income other than dividends in respect of the Common Stock, capita...
