Common use of Authority of Board of Managers Clause in Contracts

Authority of Board of Managers. Subject to any provisions of this Agreement that require the consent or approval of the Member and any other limitations contained in this Agreement, the Board of Managers shall have the exclusive power and authority to manage the business and affairs of the Company and to make all decisions with respect thereto. Except as may be otherwise expressly provided in this Agreement or any other agreement between the Member and the Company, notwithstanding the last sentence of Section 18-402 of the Act, in no event shall the Member, in its capacity as such, have any right or authority to act for or bind the Company, and the Member in its capacity as such shall not take part in or interfere in any manner with the management of the business and affairs of the Company. To the fullest extent permitted by Delaware law, but subject to any specific provisions hereof granting rights to the Member and any other limitations contained in this Agreement, the Board of Managers shall have the power to do any and all acts, statutory or otherwise, with respect to the Company or this Agreement, that would otherwise be possessed by the Member under the laws of the State of Delaware. Subject to any provisions of this Agreement that require the consent or approval of the Member and any other limitations contained in this Agreement, the power and authority granted to the Board of Managers hereunder shall include all those necessary or convenient for the furtherance of the purposes of the Company and shall include the power to make all decisions with regard to the management, operations, assets, financing and capitalization of the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Panolam Industries International Inc), Limited Liability Company Agreement (Panolam Industries International Inc)

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Authority of Board of Managers. Subject to any provisions of this Agreement that which require the consent or approval of the Member one or more Members and any other limitations contained in this Agreement, the Board of Managers shall have the exclusive power and authority to manage the business and affairs of the Company and to make all decisions with respect thereto. Except as may be otherwise expressly provided in this Agreement or any other agreement between the such Member and the Company, notwithstanding the last sentence of Section 18-402 of the Act, in no event shall the any Member, in its capacity as such, have any right or authority to act for or bind the Company, and the no Member in its capacity as such shall not take part in or interfere in any manner with the management of the business and affairs of the Company. To the fullest extent permitted by Delaware law, but subject to any specific provisions hereof granting rights to the Member Members and any other limitations contained in this Agreement, the Board of Managers shall have the power to do any and all acts, statutory or otherwise, with respect to the Company or this Agreement, that which would otherwise be possessed by the Member Members under the laws of the State of Delaware. Subject to any provisions of this Agreement that which require the consent or approval of the Member one or more Members and any other limitations contained in this Agreement, the power and authority granted to the Board of Managers hereunder shall include all those necessary or convenient for the furtherance of the purposes of the Company and shall include the power to make all decisions with regard to the management, operations, assets, financing and capitalization of the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Stargazer Productions), Limited Liability Company Agreement (Norcraft Companies Lp)

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