Duties of Directors. Except as provided in this Agreement, in exercising their rights and performing their duties under this Agreement, the Directors shall have a fiduciary duty of loyalty and care similar to that of a director of a business corporation organized under the General Corporation Law of the State of Delaware.
Duties of Directors. To the fullest extent permitted by applicable law, including without limitation Section 18-1101(c) of the Act, the fiduciary duty of the Directors, including the Independent Directors, in respect of any decision on any matter referred to in this Agreement shall be owed solely to the Company (including its creditors) and not to the Sole Member or any other holder of an equity interest in the Company as may exist at such time. Each Director shall execute and deliver the Management Agreement.
Duties of Directors. Except as provided in this Agreement or otherwise required by the Act, each director of the Company shall have the same fiduciary duties to the Company and the Members as a director of a corporation incorporated under the DGCL has to such corporation and its stockholders, as if such directors of the Company were directors of a corporation incorporated under the DGCL. Except as provided in this Agreement, the parties intend that the fiduciary duties of the directors of the Company shall be interpreted consistently with the jurisprudence regarding such fiduciary duties of directors of a corporation under the DGCL. It shall be expressly understood that, to the fullest extent permitted by law, no director of the Company has any duties (fiduciary or otherwise) with respect to any action or inaction of the Manager, and that, to the fullest extent permitted by law, any actions or inactions of the directors of the Company that cause the Company to act in compliance or in accordance with the Management Services Agreement shall be deemed consistent and compliant with the fiduciary duties of such directors and shall not constitute a breach of any duty hereunder or existing in law, in equity or otherwise.
Duties of Directors. 8.1. After completion of this agreement, ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Duties of Directors. The Board of Directors shall, in considering any proposed action or inaction with respect to the Subordinated Notes pursuant to Section 6.1(d), take into account the interest of both the Preferred Securityholders and the Bank, as owner of the Company Common Securities. To the fullest extent permitted by law, no member of the Board of Directors shall have any liability to any Preferred Securityholder or the Company for not voting to take any enforcement action under the Subordinated Notes in the event of a default by the Cayman Islands Branch in performing any of its obligations (including payment obligations) thereunder.
Duties of Directors. The identity of the directors is an obvious requirement. It is good practice to specify areas of responsibility. The details of the terms ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . It is certain that shareholders will not see each other's roles in the same light. You may wish to set out precise allocation of specific duties so that it is clear that only Xxxx looks after the Australian branch or only Xxxx buys steel. It also prevents one shareholder-director ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Duties of Directors. A Director shall perform his duties as a Director, including his duties as a member of any committee of the Board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a Director shall be entitled to rely on information, opinions, reports or statements, including financial. statements and other financial data, in each case prepared or presented by:
Duties of Directors. The Directors will have the following duties:
Duties of Directors. Each member of the Board shall have fiduciary duties identical to those of directors of a business corporation organized under the General Corporation Law of the State of Delaware; provided, however, that the Members acknowledge and agree that the enforcement or exercise by the Investor Member of any of its rights under Section 8.1 or Section 8.2 shall in no event constitute a violation of the fiduciary duties of the Investor Director or the Investor Member, which are hereby disclaimed in all respects with respect thereto. The provisions of this Agreement, to the extent that they expand or restrict the duties and liabilities of the Board, otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of the Board.
Duties of Directors. Subject to the provisions contained in Section 7.3(i) hereof, the Board of Directors shall, in considering any proposed action or inaction with respect to the Subordinated Notes (including any substitute therefor) to the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, take into account the interest of both the Company Preferred Securityholders and TECO, as Securityholder of the Company Common Securities. No member of the Board of Directors shall have any liability to any Company Preferred Securityholder or the Company for not voting to take any enforcement action under the Subordinated Notes in the event of a default by TECO in performing any of its obligations (including payment obligations) thereunder.
