Common use of Sole Authority Clause in Contracts

Sole Authority. Except for situations in which the approval of the Member is required by the express terms of this Agreement or any other agreement to which the Company may be bound, and subject to the provisions of this Section 3.1, (i) the Board shall conduct, direct and exercise full control over all activities of the Company (including all decisions relating to the issuance of additional Membership Interests and the issuance, voting and sale of, and the exercise of other rights with respect to, the equity securities of the Company’s subsidiaries), (ii) all management powers over the business and affairs of the Company shall be exclusively vested in the Board, and (iii) the Board shall have the sole power to bind or take any action on behalf of the Company, or to exercise any rights and powers (including the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) granted to the Company under this Agreement or any other agreement, instrument, or other document to which the Company is a party.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Rush Street Interactive, Inc.), Business Combination Agreement (dMY Technology Group, Inc.)

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Sole Authority. Except for situations in which the approval of one or more of the Member Members is expressly and specifically required by the express terms of this Agreement or any other agreement to which the Company may be bound, and subject to the provisions of this Section 3.1Agreement, (i) the Board shall conduct, direct and exercise full control over all activities of the Company (including all decisions relating to the issuance of additional Membership Interests and the issuance, voting and sale of, and the exercise of other rights with respect to, the equity securities of the Company’s subsidiaries), (ii) all management powers over the business and affairs of the Company shall be exclusively vested in the Board, and (iii) the Board shall have the sole power to bind or take any action on behalf of the Company, or to exercise any rights and powers (including the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) granted to the Company under this Agreement or any other agreement, instrument, or other document to which the Company is a party.

Appears in 1 contract

Samples: Limited Liability Company Agreement (loanDepot, Inc.)

Sole Authority. Except for situations in which the approval of the Member is required by the express terms of this Agreement or any other agreement to which the Company may be bound, and subject to the provisions of this Section 3.1, (i) the Board shall conduct, direct and exercise full control over all activities of the Company (including all decisions relating to the issuance of additional Membership Interests and the issuance, voting and sale of, and the exercise of other rights with respect to, the equity securities of the Company’s 's subsidiaries), (ii) all management powers over the business and affairs of the Company shall be exclusively vested in the Board, and (iii) the Board shall have the sole power to bind or take any action on behalf of the Company, or to exercise any rights and powers (including the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) granted to the Company under this Agreement or any other agreement, instrument, or other document to which the Company is a party.

Appears in 1 contract

Samples: Business Combination Agreement (dMY Technology Group, Inc.)

Sole Authority. Except for situations in which the approval of one or more of the Member Members is expressly and specifically required by the express terms of this Agreement or any other agreement to which the Company may be boundAgreement, and subject to the other provisions of set forth in this Section 3.15.1, (i) the Board shall conduct, direct and exercise full control over all activities of the Company Holdings LLC (including including, subject to Section 3.1(c) all decisions relating to the issuance of additional Membership Interests Equity Securities and the issuance, voting and sale of, and the exercise of other rights with respect to, the equity securities of the Company’s subsidiariesits Subsidiaries), (ii) all management powers over the business and affairs of the Company Holdings LLC shall be exclusively vested in the Board, Board and (iii) the Board shall have the sole power to bind or take any action on behalf of the CompanyHoldings LLC, or to exercise any rights and powers (including including, without limitation, the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) granted to the Company Holdings LLC under this Agreement or any other agreement, instrument, or other document to which the Company Holdings LLC is a party.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Pathology Solutions, LLC)

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Sole Authority. Except for situations in which the approval of one or more of the Member Members is required under the Delaware Act or by the express terms of this Agreement or any other agreement to which the Company Holdings LLC may be bound, and subject to the provisions of this Section 3.15.1, (i) the Board shall conduct, direct and exercise full control over all activities of the Company Holdings LLC (including including, subject to Section 3.1(c), all decisions relating to the issuance of additional Membership Interests Equity Securities of Holdings LLC and the issuance, voting and sale of, and the exercise of other rights with respect to, to the equity securities Equity Securities of the Company’s subsidiariesits Subsidiaries), (ii) all management powers over the business and affairs of the Company Holdings LLC shall be exclusively vested in the Board, Board and (iii) the Board shall have the sole power to bind or take any action on behalf of the CompanyHoldings LLC, or to exercise any rights and powers (including the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, judgments or other decisions) granted to the Company Holdings LLC under this Agreement or any other agreement, instrument, instrument or other document to which the Company Holdings LLC is a party.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Solo Brands, Inc.)

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