Common use of Authority of the Board of Directors Clause in Contracts

Authority of the Board of Directors. (a) Subject to Section 5.2(c), the business and affairs of the Company shall be managed by or under the direction of the Board of Directors. Subject to Section 5.2(c), the power to act for and bind the Company shall be vested exclusively in the Board of Directors, subject to the authority of the Board of Directors to delegate powers and duties to the Officers. (b) Subject to Section 5.2(c), the provisions contained in Section 5.1 and this Section 5.2 supersede any authority granted to the Members pursuant to the Act, to the extent so permitted under the Act. Unless a Member is also a Director or an Officer, no Member shall have any power or authority to take any action on behalf of the Company or bind the Company unless specifically authorized to do so by the Board. Any Member who takes any action on behalf of the Company or binds the Company in violation of this Section 5.2 shall be solely responsible for any loss and expense incurred as a result of the unauthorized action and shall indemnify and hold the Company harmless with respect to any such loss or expense. (c) Notwithstanding the foregoing, the Board (or to the extent applicable, any committee thereof) shall not approve, and neither the Company nor any Subsidiary of the Company shall take, any of the actions set forth below unless the Company has received the prior written consent of Nord: (i) any material change in the nature of the Business of the Company or its Subsidiaries; (ii) any (A) acquisition of (1) any other Person or (2) business of any other Person (whether by purchase of equity interests or assets, or by merger or otherwise), or (B) entry into any material lease for additional teaching space that has annual rental obligations in excess of $1,000,000 per year (which consent may not be unreasonably withheld, conditioned or delayed); (iii) any entry into, or modification of, any agreement or transaction with any Unit Holder or any of its Affiliates (other than with respect to any capital raise permitted or contemplated under this Agreement, any customary agreements with Service Members relating to employment or equity-based compensation and any other transaction arising in the ordinary course of business that is entered into on an arm’s-length basis); (iv) any issuance or sale of any equity interests or Convertible Securities in the Company or any of its Subsidiaries to (A) any Competitor or (B) any Person that does not specifically agree in writing to be subject to, and to Transfer its equity interests to Nord or a third party (as applicable) as and when required by, Sections 7.4, 7.5(a) and 7.5(c); or (v) any redemption, repurchase or re-acquisition of any equity interests or Convertible Securities in the Company or any of its Subsidiaries (other than repurchases of Units from Service Members pursuant to Sections 7.8 or 7.9).