Restrictions on the Board of Directors’ Authority. The Board of Directors may not take any action in contravention of this Agreement, including (a) any act that would make it impossible to carry on the ordinary business of any of the Entities, except as otherwise provided in this Agreement; (b) possessing property of any of the Entities, or assigning any rights in specific property of any of the Entities, for other than a purpose related to one or more Entities; or (c) amending or modifying this Agreement in any manner, except as otherwise provided in this Agreement. Except as otherwise specifically provided in this Agreement or by resolution approved by not less than a majority of the Board of Directors, (i) no Director or group of Directors shall have any actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, any of the Entities, nor take any action in the name of or on behalf of the Entities or conduct any business of the Entities other than by action of the Board of Directors taken in accordance with the provisions of this Agreement, and (ii) no Director shall have the power or authority to delegate to any Person such Director’s rights and powers as Director to manage the business and affairs of the Entities.
Appears in 6 contracts
Samples: Operating Agreement, Simplification Agreement (Alliance Holdings GP, L.P.), Simplification Agreement (Alliance Resource Partners Lp)
Restrictions on the Board of Directors’ Authority. The Board of Directors may not take any action in contravention of this Agreement, including including: (ai) any act that would make it impossible to carry on the ordinary business of any of the Entities, except as otherwise provided in this Agreement; (bii) possessing property of any of the Entities, or assigning any rights in specific property of any of the Entities, for other than a purpose related to one or more Entities; or (ciii) amending or modifying this Agreement in any manner, except as otherwise provided in this Agreement. Except as otherwise specifically provided in this Agreement or by resolution approved by not less than a majority of the Board of Directors, (i) no Director or group of Directors shall have any actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, any of the Entities, nor take any action in the name of or on behalf of the Entities or conduct any business of the Entities other than by action of the Board of Directors taken in accordance with the provisions of this Agreement, and (ii) no Director shall have the power or authority to delegate to any Person such Director’s rights and powers as Director to manage the business and affairs of the Entities.
Appears in 2 contracts
Samples: Merger Agreement (NuStar Energy L.P.), Limited Liability Company Agreement (NuStar Energy L.P.)
Restrictions on the Board of Directors’ Authority. The Board of Directors may not take any action in contravention of this Agreement, including including: (ai) any act that would make it impossible to carry on the ordinary business of any of the Entities, except as otherwise provided in this Agreement; (bii) possessing property of any of the Entities, or assigning any rights in specific property of any of the Entities, for other than a purpose related to one or more Entities; or (ciii) amending or modifying this Agreement in any manner, except as otherwise provided in this Agreement. Except as otherwise specifically provided in this Agreement or by resolution approved by not less than a majority of the Board of Directors, (i) no Director or group of Directors shall have any actual or apparent authority to enter into contracts Table of Contents on behalf of, or to otherwise bind, any of the Entities, nor take any action in the name of or on behalf of the Entities or conduct any business of the Entities other than by action of the Board of Directors taken in accordance with the provisions of this Agreement, and (ii) no Director shall have the power or authority to delegate to any Person such Director’s rights and powers as Director to manage the business and affairs of the Entities.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Restrictions on the Board of Directors’ Authority. The Board of ------------------------------------------------- Directors may not not, without approval of the specific act by a Majority Interest, take any action in contravention of this Agreement, including including, (ai) any act that would make it impossible to carry on the ordinary business of any of the EntitiesCompany, except as otherwise provided in this Agreement; (bii) possessing property of any of the EntitiesCompany property, or assigning any rights in specific property of any of the EntitiesCompany property, for other than a purpose related to one or more EntitiesCompany purpose; or (ciii) amending or modifying this Agreement in any manner, except as otherwise provided in this Agreement. Except as otherwise specifically provided in this Agreement or by resolution approved by not less than a majority of the Board of Directors, (i) no Director or group of Directors shall have any actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, any of the EntitiesCompany, nor take any action in the name of or on behalf of the Entities Company or conduct any business of the Entities Company other than by action of the Board of Directors taken in accordance with the provisions of this Agreement, and (ii) no Director shall have the power or authority to delegate to any other Person such Director’s rights 's right and powers as a Director to manage the business and affairs of the EntitiesCompany.
Appears in 1 contract
Samples: Limited Liability Company Agreement (New Millennium Homes LLC)
Restrictions on the Board of Directors’ Authority. The Board of Directors may not take any action in contravention of this Agreement, including (ai) any act that would make it impossible to carry on the ordinary business of any of the Entities, except as otherwise provided in this Agreement; (bii) possessing property of any of the Entities, or assigning any rights in specific property of any of the Entities, for other than a purpose related to one or more Entities; or (ciii) amending or modifying this Agreement in any manner, except as otherwise provided in this Agreement. Except as otherwise specifically provided in this Agreement or by resolution approved by not less than a majority of the Board of Directors, (i) no Director or group of Directors shall have any actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, any of the Entities, nor take any action in the name of or on behalf of the Entities or conduct any business of the Entities other than by action of the Board of Directors taken in accordance with the provisions of this Agreement, and (ii) no Director shall have the power or authority to delegate to any Person such Director’s 's rights and powers as Director to manage the business and affairs of the Entities.
Appears in 1 contract
Samples: Operating Agreement (Alliance Resource Partners Lp)
Restrictions on the Board of Directors’ Authority. The Board of Directors may not take any action in contravention of this Agreement, including including: (ai) any act that would make it impossible to carry on the ordinary business of any of the Entities, except as otherwise provided in this Agreement; (bii) possessing property of any of the Entities, or assigning any rights in specific property of any of the Entities, for other than a purpose related to one or more More Entities; or (ciii) amending or modifying this Agreement in any manner, except as otherwise provided in this Agreement. Except as otherwise specifically provided in this Agreement or by resolution approved by not less than a majority of the Board of Directors, (i) no Director or group of Directors shall have any actual or Or apparent authority to enter into contracts on behalf of, or to otherwise bind, any of the Entities, nor take any action in the name of or on behalf of the Entities or conduct any business of the Entities other than by action of the Board of Directors taken in accordance with the the. provisions of this Agreement, and (ii) no Director shall have the power or authority to delegate to any Person such Director’s 's rights and powers as Director to manage the business and affairs of the Entities.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Shamrock Logistics Lp)
Restrictions on the Board of Directors’ Authority. The Board of Directors may not take any action in contravention of this Agreement, including including: (ai) any act that would make it impossible to carry on the ordinary business of any of the Entities, except as otherwise provided in this Agreement; (bii) possessing property of any of the Entities, or assigning any rights in specific property of any of the Entities, for other than a purpose related to one or more Entities; or (ciii) amending or modifying this Agreement in any manner, except as otherwise provided in this Agreement. Except as otherwise specifically provided in this Agreement or by resolution approved by not less than a majority of the Board of Directors, (i) no Director or group of Directors shall have any actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, any of the Entities, nor take any action in the name of or on behalf of the Entities or conduct any business of the Entities other than by action of the Board of Directors taken in accordance with the provisions of this Agreement, and (ii) no Director shall have the power or authority to delegate to any Person such Director’s 's rights and powers as Director to manage the business and affairs of the Entities.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Shamrock Logistics Lp)