Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
Appears in 8 contracts
Samples: Arrangement Agreement (Comamtech Inc.), The Arrangement Agreement (Comamtech Inc.), The Arrangement Agreement (DecisionPoint Systems, Inc.)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Alliance HealthCare Services, Inc), Agreement and Plan of Merger (Regal Entertainment Group), Agreement and Plan of Merger (SWIFT TRANSPORTATION Co)
Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (AOL Inc.), Escrow Agreement (Polymer Group Inc), Reorganization Agreement (Fidelity National Financial, Inc.)
Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
Appears in 4 contracts
Samples: Registration Rights Agreement (Knight Capital Group, Inc.), Voting and Support Agreement (GETCO Holding Company, LLC), Merger Agreement (Ness Technologies Inc)
Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute law or by the Certificate of Incorporation or by these By-Laws laws directed or required to be exercised or done by the stockholders. The use of the phrase "Whole Board" herein refers to the total number of directors which the corporation would have if there were no vacancies.
Appears in 3 contracts
Samples: Merger Agreement (World Wide Relics Inc.), Merger Agreement (China PharmaHub Corp.), Acquisition Agreement (Madison Enterprises Group, Inc.)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors which may exercise all such powers of the Corporation and do perform all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or Bylaws required to be exercised or done performed by the stockholders.
Appears in 2 contracts
Samples: Separation and Distribution Agreement (Aramark), Separation and Distribution Agreement (Vestis Corp)
Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate Corporation's Articles of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholdersshareholders.
Appears in 2 contracts
Samples: The Merger Agreement (Holly Corp), Agreement and Plan of Merger (Holly Corp)
Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Restated Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Holly Corp), Agreement and Plan of Merger (Giant Industries Inc)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or laws required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: TRW Automotive Inc, TRW Automotive Inc
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or Bylaws required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dts, Inc.), Purchase and Contribution Agreement (Skilled Healthcare Group, Inc.)
Duties and Powers. The business of the Corporation shall --------- ----------------- be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Agreement of Merger (Simons Stephen W), Agreement of Merger (Turner Paul H)
Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed Bylaws conferred upon or required reserved to the stockholders; provided, however, that any action taken by the Board of Directors shall be exercised or done subject to reversal in the event of a contrary vote by the stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bae Systems PLC), Agreement and Plan of Merger (BAE Systems, Inc.)
Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate Corporation’s Articles of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholdersshareholders.
Appears in 2 contracts
Samples: The Merger Agreement (Frontier Oil Corp /New/), Agreement and Plan of Merger (Frontier Oil Corp /New/)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate Articles of Incorporation or by these By-Laws directed or Bylaws required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MKS Instruments Inc), Agreement and Plan of Merger (Newport Corp)
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.. Section 3.4
Appears in 1 contract
Duties and Powers. The property and business of the Corporation shall be managed by or under the direction of the Board of Directors which Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Samples: Intermedia Communications Inc
Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things except as are not by statute or by may be otherwise provided in the DGCL, the Certificate of Incorporation or by Incorporation, these By-Laws directed Bylaws or required to be exercised or done by the stockholdersrules and regulations of any securities exchange or quotation system on which the securities of the Corporation are listed or quoted for trading.
Appears in 1 contract
Samples: Master Services Agreement (Zanite Acquisition Corp.)
Duties and Powers. The business and affairs of the Corporation shall be are managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Duties and Powers. The business of the Corporation shall be managed by or under the direction of the its Board of Directors Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Samples: Homebase Acquisition, LLC
Duties and Powers. The business of the Corporation shall be --------- ----------------- managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Samples: Armkel LLC
Duties and Powers. The business and affairs of the ----------------- Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Phillips Petroleum Co)
Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate Articles of Incorporation or by these By-Laws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these By-Laws laws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute law or by the Certificate of Incorporation or by these By-Laws Bylaws directed or required to be exercised or done by the stockholders.
Appears in 1 contract
