Board Management Clause Samples
Board Management. Except as specifically provided herein or by applicable laws, the management and control of the Company and each other Group Company shall be exercised by the Board and the board of directors of the applicable Subsidiary, and the Board shall be responsible for the determination of the Group Companies’ overall policies and objects. To the extent that any Subsidiary Board does not consist of the same persons as directors as those then on the Board, the Founders shall procure that each such Subsidiary Board shall be operated solely at the authorization and instruction of the Board.
Board Management. Notwithstanding anything to the contrary contained in this Agreement, (i) the management and the conduct of the business of the Company and the other JV Entities shall at all times remain the sole responsibility of the Board and all decisions relating to the activities and decisions of the Company and the other JV Entities shall be subject to the exclusive authority of the Board, and (ii) in furtherance of the foregoing, the Board, by Requisite Board Approval, reserves and retains the right at any time and at all times to terminate, withdraw or limit any delegation of any rights and/or responsibilities by the Board to any Person (including to Company Management) relating to the activities and operations of the Company and/or the other JV Entities and shall at all times retain the right, by Requisite Board Approval, to cause any action to be taken by the Company or any JV Entity, or to override any action(s) by Company Management taken pursuant to any delegation.
Board Management. 9.3.1 Upon the Board taking over the management in accordance with Article 9.2, the Board shall establish a Management Committee as soon as practicable to manage the daily operation of the JV Co.
9.3.2 The Management Committee shall comprise of a General Manager, one Chief Financial
Board Management. The Company shall be governed by a board of directors (the “Board” and each a “Director”), which shall act (i) by majority approval at a meeting of the Board or (ii) by unanimous written consent. The Board shall be considered the Company’s “Manager” for purposes of the Act and, except as otherwise provided herein, shall be responsible for the Company’s day-to-day activities.
Board Management. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed exclusively under the direction and control of, a board of managers (the “Board”). The Board shall have complete authority and control over the management of the business and affairs of the Company. For purposes of Section 18-402 of the Act, no member shall be a manager of the Company by virtue of its status as a member. A Person serving on the Board (each, a “Manager”) need not be a member of the Company. The Board may, from time to time, delegate its authority under this Section 4.1 to any officer, employee, or agent of the Company as deemed appropriate by the Board. As of the Effective Date, the Managers shall be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇.
Board Management. Notwithstanding anything to the contrary contained in this Agreement, (i) the management and the conduct of the Company and the other JV Entities shall at all times remain the sole responsibility of the Board and all decisions relating to the activities and decisions of the Company and the other JV Entities shall be subject to the exclusive authority of the Board, and (ii) in furtherance of the foregoing, the Board, by the affirmative vote of at least eight (8) of the Board Members, reserves and retains the right at any time and at all times to terminate, withdraw or limit any delegation of any rights and/or responsibilities by the Board to any Person (including to Company Management) relating to the activities and operations of the Company and/or the other JV Entities and shall at all times retain the right to override, by the affirmative vote of at least eight (8) of the Board Members, any action(s) by Company Management taken pursuant to any such delegation, provided the terms of clause (ii) shall not permit the Board to take any action for the purpose of hindering the intention of the Common Members with respect to the Fundamental Matters, Consultation Matters, Special Major Decisions and/or Major Decisions.
Board Management. The Board is responsible for the overall direction and control of the management of the Company and the formulation of policies to be applied in the conduct of the Business.
Board Management. The management of the Company and its business shall be vested in, exercised by and under the authority of the Board. The Board shall have complete authority and control over the management of the business and affairs of the Company. No Member shall be a manager or Director of the Company by virtue of its status as a Member. A Person serving as a Director need not be a Member of the Company. Directors shall be natural persons. The Board may, from time to time, delegate its authority under this Section 4.1 to any officer, employee, or agent of the Company as deemed appropriate by the Board. The Directors shall be determined by the Member. The initial Board shall consist of the following individuals: O. ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, B. ▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇. Any Director may be removed at any time by the Member. Any Director may resign as Director at any time by sending written notice of resignation to the Member. Each Director shall serve as director of the Company until the earlier of (i) the removal of the Director by the Member, (ii) the death of the Director, (iv) the adjudication of the Director’s incompetence by a court having proper jurisdiction, and (v) the Director’s resignation as Director. All Directors of the Company, past, present and future, shall be entitled to be indemnification by the Company to the fullest extent permissible pursuant to the Act.
Board Management