Common use of Board of Managers Clause in Contracts

Board of Managers. The business and affairs of the Company shall be managed and controlled by or under the direction of a Board of Managers (the "Board of Managers"), which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no Member and no individual Manager, in his or her capacity as such, shall have the authority to act on behalf of or bind the Company.

Appears in 16 contracts

Samples: Limited Liability Company Agreement (Lind-Waldock Securities, LLC), Limited Liability Company Agreement (Lind-Waldock Securities, LLC), Limited Liability Company Agreement (Lind-Waldock Securities, LLC)

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Board of Managers. The business and affairs management of the Company shall be managed and controlled by or under the direction of vested in a Board of Managers (the "Board of Managers"“Board”), which may exercise all such subject to the Managers’ authority to delegate powers and duties to Officers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, Company; provided that no Member and no individual Manager, acting solely in his or her capacity as sucha Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Appears in 11 contracts

Samples: Limited Liability Company Operating Agreement (Ruby Tuesday of Bryant, Inc.), Limited Liability Company Operating Agreement (Ruby Tuesday of Bryant, Inc.), Limited Liability Company Operating Agreement (Ruby Tuesday of Bryant, Inc.)

Board of Managers. The business and affairs of the Company shall be managed and controlled by or under the direction of a Board of Managers (the "Board of Managers"), which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no Member and no individual Manager, in his or her capacity as such, shall have the authority to act on behalf of or bind the Company.

Appears in 5 contracts

Samples: Limited Liability Company Agreement (Lind-Waldock Securities, LLC), Limited Liability Company Agreement (Lind-Waldock Securities, LLC), Limited Liability Company Agreement (Lind-Waldock Securities, LLC)

Board of Managers. The business and affairs of the Company shall be managed and controlled by or under the direction authority of a Board of Managers (the "Board of Managers"), which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no Member and no individual Manager, in his except as otherwise required by the Act or her capacity as such, shall have the authority to act on behalf of or bind the Companythis Agreement.

Appears in 4 contracts

Samples: Limited Liability Company Agreement (Great Plains Software Inc), Limited Liability Company Agreement (Green Tree Lease Finance 1998-1 LLC), Limited Liability Company Agreement (Green Tree Lease Finance Ii Inc)

Board of Managers. The business and affairs of the Company shall be managed and controlled by or under the direction of a Board of Managers (the "Board of Managers")Board, which shall consist of such managers as may be designated by the Member. The Board may exercise all such powers of the Company and do all such lawful acts and things as are not by law statute, the Bylaws or by this Company Agreement directed or required to be exercised or and done by the MembersMember. Unless authorized by the The Board of Managers, no Member and no individual Manager, in his or her capacity as such, shall have the authority power to act on behalf of or bind adopt, amend and repeal the CompanyBylaws from time to time.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Kaiser Aluminum Washington, LLC), Limited Liability Company Agreement (Kaiser Aluminum Washington, LLC), Limited Liability Company Agreement (Kaiser Aluminum Washington, LLC)

Board of Managers. (a) The Company shall have a Board of Managers (the “Board”). Except as expressly provided herein, the business and affairs of the Company shall be managed and controlled by or under the direction of a Board of Managers (the "Board of Managers"), which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized exclusively by the Board and, except as expressly provided herein or as required by non-waivable provisions of Managersapplicable law, no the Sole Member and no individual Manager(or, in his or her capacity as suchif there is more than one (1) Member, Members) shall have the no power or authority to act take any action or make any decision for or on behalf of or bind the Company.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (JMP Group LLC), Agreement and Plan of Merger (JMP Group LLC)

Board of Managers. The business and affairs of the Company shall be managed and controlled by or under the direction of a Board of Managers (the "Board of Managers"), which who may exercise all such the powers of the Company and do all such lawful acts and things Company, except as are not otherwise provided by law or by this Agreement directed or required Agreement, and by any committees that the Board of Managers may from time to be exercised or done by time establish. In the Members. Unless authorized by event of a vacancy in the Board of Managers, no Member the remaining Managers, except as otherwise provided by law and no individual Managersubject to the rights of Members to elect Managers pursuant to Section ‎3.02‎(b), in his or her capacity as such, shall have may exercise the authority to act on behalf powers of or bind the Companyfull Board of Managers until the vacancy is filled.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Apogee Therapeutics, Inc.), Limited Liability Company Agreement (Apogee Therapeutics, LLC)

Board of Managers. The Except as reserved to the Members in this Agreement or delegated to an Officer, the business and affairs of the Company shall be managed and controlled by or under the direction of a the Board of Managers (the "Board of Managers"), which may exercise all such powers and the Board of Managers shall have power and authority to manage and direct the business and affairs of the Company and do all such lawful acts and things as are not Approval by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized actions taken by the Board of Managers, no Member and no individual Manager, Managers in his accordance with this Agreement shall constitute approval or her capacity as such, shall have the authority to act on behalf of or bind action by the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (CHS Inc), Put Through Agreement (CHS Inc)

Board of Managers. The business and affairs of the Company shall be managed and controlled by or under the direction of a Board of Managers (the "“Board” or “Board of Managers"), which may exercise all such powers . All actions of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no Member and no individual Manager, Managers must be taken at a duly authorized meeting of the Board of Managers as provided in his Section 3.03 or her capacity by written consent as such, shall have the authority to act on behalf of or bind the Companyprovided in Section 3.08.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Northrop Grumman Corp /De/), Limited Liability Company Agreement (Northrop Grumman Corp /De/)

Board of Managers. The business and affairs of the Company shall be managed and controlled by or under the direction authority of a Board of Managers (the "Board of Managers"), which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no Member except as otherwise required by the Act or this Agreement. In addition to such powers and no individual Managerauthorities as may be provided by law or elsewhere in this Agreement, in his or her capacity as suchthe Managers, for and on behalf of the Company, shall have full power and authority, at the authority to act on behalf expense of the Company (by direct payment or bind the Company.reimbursement):

Appears in 1 contract

Samples: Limited Liability Company Agreement (Mosaic Crop Nutrition, LLC)

Board of Managers. The business and affairs of the Company shall be managed and controlled by or under the direction authority of a Board of Managers (the "Board of Managers"), which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no Member and no individual Manager, in his except as otherwise required by the Act or her capacity as such, shall have the authority to act on behalf of or bind the Company.this

Appears in 1 contract

Samples: Limited Liability Company Agreement (Mosaic Crop Nutrition, LLC)

Board of Managers. The business and affairs management of the Company shall be managed and controlled by or under the direction of vested in a Board of Managers (the "Board of Managers"“Board”), which may exercise all such subject to the Managers’ authority to delegate powers and duties to Officers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, Company; provided that no Member and no individual Manager, ) acting solely in his or her capacity as sucha Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Appears in 1 contract

Samples: Ity Company Operating Agreement (Ruby Tuesday of Bryant, Inc.)

Board of Managers. The business and affairs of the Company shall be managed and controlled by or under the direction of a Board of Managers (the "Board of Managers")“Board”, which may exercise all such powers of the Company and do all such lawful acts and things each member thereof being referred to as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no Member and no individual a “Manager, in his or her capacity as such, ”) who shall have the authority to act exclusive power and authority, on behalf of the Company, to take any action of any kind not inconsistent with the provisions of this Agreement or bind the Act, and to do anything and everything it deems necessary or appropriate to carry on the business and purposes of the Company.

Appears in 1 contract

Samples: Liability Company Agreement (Coca-Cola European Partners Us, LLC)

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Board of Managers. The business and affairs of the Company shall be managed and controlled by or and under the direction of a Board of Managers (the "Board of Managers"), which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no Member and no individual Manager, in his or her capacity as such, shall have the authority to act on behalf of or bind the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (U S Energy Systems Inc)

Board of Managers. The business and affairs of the ----------------- Company shall be managed and controlled by or under the direction authority of a Board of Managers (the "Board of Managers"), which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no Member and no individual Manager, in his except as otherwise required by the Act or her capacity as such, shall have the authority to act on behalf of or bind the Companythis Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Apogee Enterprises Inc)

Board of Managers. (a) The business business, property and affairs of the Company shall be managed and controlled by or under the direction of a Board of Managers (the "Board of Managers"), which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no . No individual Member and no individual Manager, in his or her capacity as such, shall have the authority to act on behalf of or bind the Company.Company without the prior written approval of the Board of Managers. The Board of Managers shall have the authority to appoint the officers of the Company and to assign to such officers duties as the Board of Managers shall determine

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Bumble Bee Capital Corp.)

Board of Managers. The business and affairs of the Company shall be managed and controlled by or under the direction authority of a Board of Managers (the "Board of Managers"), which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no Member except as provided in Section 4.13 and no individual Manager, in his as otherwise required by the Act or her capacity as such, shall have the authority to act on behalf of or bind the Companythis Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Global Gold Corp)

Board of Managers. The business and affairs of the Company shall will be managed and controlled by or under the direction authority of a Board of Managers (the "Board of Managers"), which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no Member and no individual Manager, in his except as otherwise required by the Act or her capacity as such, shall have the authority to act on behalf of or bind the Companythis Agreement.

Appears in 1 contract

Samples: Limited Liability Company Agreement (ASAlliances Biofuels, LLC)

Board of Managers. The business and affairs management of the Company shall be managed and controlled by or under the direction of vested in a Board of Managers (the "Board of ManagersBoard"), which may exercise all such subject to the Managers' authority to delegate powers and duties to Officers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, Company; provided that no Member and no individual Manager, acting solely in his or her capacity as sucha Manager, shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Hadco Corp)

Board of Managers. The business and affairs management of the Company shall be managed and controlled by or under the direction of vested in a Board of Managers (the "Board of Managers"“Board”), which may exercise all such subject to the Managers’ authority to delegate powers and duties to Officers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, Company; provided that no Member and no individual Manager, acting solely in his or her capacity as such, a Manager. shall have the authority to act on behalf of or bind the Company, unless expressly authorized to do so by the Board.

Appears in 1 contract

Samples: Limited Liability Company Operating Agreement (Ruby Tuesday of Bryant, Inc.)

Board of Managers. The Subject to the other provisions of this Agreement, the business and affairs of the Company shall be managed and controlled by or under the direction of a Board of Managers (the "Board of Managers"), which may exercise all such powers of the Company and do all such lawful acts and things as are not by law or by this Agreement directed or required to be exercised or done by the Members. Unless authorized by the Board of Managers, no Member and no individual Manager, in his or her capacity as such, shall have the authority to act on behalf of or bind the Company.

Appears in 1 contract

Samples: Lind-Waldock Securities, LLC

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