General Management and Operations Sample Clauses

General Management and Operations. Subject to the terms hereof, during the term of this Agreement the Management Team shall manage all aspects of the Business, including the day-to-day operations. Notwithstanding the foregoing, (i) the Management Team shall report to the Board of Directors of the Company (the "Board") and shall perform such duties as reasonably assigned by the Board from time to time, subject to the terms and conditions of the Purchase Agreement, and (ii) the business and affairs of the Company as a whole shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. If any proposed action of any member of the Management Team requires, under applicable state law or this Agreement, the approval of the Board, such proposed action shall be promptly submitted for approval to the Board, and in the absence of such approval the proposed action shall not be undertaken.