The Managers Sample Clauses
The "The Managers" clause defines the roles, powers, and responsibilities of the individuals or entities designated as managers within an organization or agreement. Typically, this clause outlines how managers are appointed, their decision-making authority, and the scope of their duties, such as overseeing daily operations or making strategic business decisions. By clearly delineating managerial authority and obligations, the clause helps prevent disputes over control and ensures efficient governance of the entity.
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The Managers. The Managers represent and warrant to the Administrative Agent and each Lender Party as of the date of this Agreement and as of the date of each Advance made hereunder, that:
(a) no Manager Termination Event has occurred and is continuing as a result of any representation and warranty made by it in any Transaction Document (other than a Transaction Document relating solely to a Series of Notes other than the Series 2024-1 Notes) to which it is a party (including any representations and warranties made by it as a Manager) being inaccurate;
(b) to the knowledge of the U.S. Manager, the operations of the Issuer, the U.S. Manager, the U.S. Guarantors and their respective subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Issuer, the U.S. Guarantors or the U.S. Manager with respect to the Money Laundering Laws has been initiated or, to the knowledge of the Issuer, the U.S. Guarantors or the U.S. Manager, is threatened or pending;
(c) to the knowledge of the Canadian Manager, the operations of the Canadian Co-Issuer, the Canadian Manager, the Canadian Guarantors and their respective subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Canadian Co-Issuer, the Canadian Guarantors or the Canadian Manager with respect to the Money Laundering Laws has been initiated or, to the knowledge of the Canadian Co-Issuer, the Canadian Guarantors or the Canadian Manager, is threatened or pending;
(d) neither the U.S. Manager nor any of its subsidiaries nor, to the knowledge of the U.S. Manager, any director, officer, manager, member, agent, employee or affiliate of any of the Issuer, the U.S. Manager or the U.S. Guarantors or any of their respective subsidiaries is currently subject to any U.S. sanctions administered by the OFAC; and the U.S. Manager will not directly or to its knowledge indirectly use the proceeds of any Borrowing under the Series 2024-1 Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or en...
The Managers. The Managers shall be the Persons named as such in Section 2.7 (in such capacity, the “Manager” pursuant to Section 13.1-1024 of the Act). The term of a Manager shall continue until a successor is duly elected, unless the Manager is sooner removed by or as a result of the earliest to occur of: (i) the direction of Members entitled to elect such Manager in accordance with Section 4.3 hereof to remove such Manager; (ii) operation of law; (iii) an order or decree of any court of competent jurisdiction; or (iv) voluntary resignation or death.
The Managers. Save as disclosed by the Warrantor in his Managers’ Questionnaires:
7.2.1 there are no existing contracts or arrangements to which the Company or any Subsidiary is a party and in which he and/or any person who is a connected person with him is interested;
7.2.2 he is neither alone or jointly with or as manager, adviser, consultant, agent or employee of any person directly or indirectly engaged in any business other than that of the Company and its Subsidiaries;
7.2.3 he is not concerned or interested in any way in any business competing with that carried on by the Company or any Subsidiary or the business of any supplier or customer of the Company or any Subsidiary; and
7.2.4 he has never been charged with or convicted of any criminal offence other than a road traffic offence (except one for which a custodial sentence, whether suspended or not, was imposed) nor have bankruptcy or any analogous proceedings been brought or threatened in respect of him, and he is not aware of any facts or matters which they believe might give rise to any such criminal or bankruptcy proceedings.
The Managers. The business and affairs of the Company shall be managed by the Managers on behalf of the Company, who collectively shall comprise the Board of Managers. All management decisions shall be made by the Managers. Managers may also be officers of the Company. The number of Managers constituting the entire Board of Managers initially shall be set at three (3). The number of Managers may be changed from time to time by resolution of the Board of Managers. The Managers shall possess all rights and powers generally conferred by law and all rights and powers that are necessary, advisable or consistent in connection therewith and with the provisions of this Amended and Restated Agreement. A majority vote of the Board of Managers shall bind all of the Managers. The Managers shall also be vested with all specific rights and powers required for or appropriate to the management, conduct or operation of the business of the Company.
The Managers. 11.1 Covenant Not to Withdraw, Transfer, or Dissolve. Except as otherwise permitted by this Agreement, the Managers will not to (a) exercise any power under the Act to dissolve the Company or (b) transfer all or any portion of their interests in the Company as Managers.
The Managers. Each Manager hereby severally, and not jointly, represents and warrants to Bus and the other Shareholders with respect to itself and the share options which may be issued to such Manager pursuant to the Management Incentive Plan, and not with respect to any other Manager or any Shares that it has full power and authority to execute and deliver, to perform its obligations under and to consummate the transactions contemplated by this Agreement and by the Management Incentive Plan. This Agreement is a valid and legally binding agreement of such Manager, enforceable against such Manager in accordance with its terms, subject to applicable bankruptcy, reorganisation, insolvency, moratorium and other laws affecting creditors’ rights generally and, as to enforceability, general equitable principles.
The Managers. The business and affairs of the Company are managed by its Managers, who are appointed and removed by the Members. [____________] and [____________] are the initial Managers. The Managers have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business to the extent provided or limited by this Agreement.
The Managers. FAILURE TO PERFORM ITS DUTIES: If, UBS Mangakahia:
(a) DUTIES: notifies the Manager that it is in material breach of the performance of its duties under this agreement in any material respect; and
The Managers. The Company has appointed Fearnley Securities AS as global coordinator and joint bookrunner, and Clarksons Securities AS as joint bookrunner (collectively referred to as the “Managers”) in the Offering.
The Managers. (a) Except as provided herein, the full, exclusive and complete discretion in the management and control of the business and affairs of the Company shall be vested in one or more managers (the “Managers”) as that term is used in the DLLCA. The Managers may, but need not, be Persons other than the Member.
(b) The number of Managers shall be fixed, and the Persons to serve as Managers shall be designated, by the Member from time to time. The Manager currently designated by the Member is ▇▇▇▇▇▇▇ Networks Incorporated. Each Manager shall serve until his or her death, incapacity, resignation, or removal. Any Manager may resign by providing not less than thirty (30) days’ written notice to the Company. The Member, in its sole discretion, may remove or replace any Manager at any time.
(c) The Managers shall have full authority to bind the Company by execution of documents, instruments, agreements, contracts or otherwise to any obligation not inconsistent with the provisions of this Company Agreement.
(d) Notwithstanding anything in this Agreement to the contrary, the Managers shall not have the authority or power to take any of the following actions without the consent of the Member:
(i) Amend this Agreement;
(ii) Approve a plan of merger or share exchange of the Company;
(iii) Fill vacancies in the Managers;
(iv) Fix the compensation of any Member, Manager, or officer of the Company; or
(v) Any other action for which this Agreement otherwise requires Member consent.
(e) A majority of the Managers present in person or by proxy constitutes a quorum for the transaction of business at any meeting thereof. An act of a majority of the Managers at a meeting at which a quorum is present is the act of the Managers.
(f) Any act required or permitted to be taken at any meeting of the Managers may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the Managers having not fewer than the minimum number of votes that would be necessary to take action at a meeting at which all Managers entitled to vote on the action were present and voted.
(g) An email, facsimile or similar transmission by a Person or reproduction of a writing that was signed by the Person shall be regarded as signed by the Person for the purposes of this Company Agreement.