General Powers. The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.
Appears in 16 contracts
Samples: Plan and Agreement of Triangular Merger (Ars Networks Inc), Plan and Agreement of Triangular Merger (Ars Networks Inc), Stock Purchase Agreement (Globecomm Systems Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws Board of this StateDirectors.
Appears in 15 contracts
Samples: Agreement and Plan of Merger (Constellation Alpha Capital Corp.), Merger Agreement (Supermedia Inc.), Agreement and Plan of Merger (Xplore Technologies Corp)
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by its board by, or under the direction of, the Board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this StateDirectors.
Appears in 14 contracts
Samples: Stockholders Agreement (iParty Retail Stores Corp.), Agreement and Plan of Merger (L-1 Identity Solutions, Inc.), Agreement and Plan of Merger (Willis Group Holdings PLC)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard, except as they may deem proper, not inconsistent with these by-laws and the laws of this Stateotherwise provided by law.
Appears in 9 contracts
Samples: Business Combination Agreement (Ivanhoe Capital Acquisition Corp.), Business Combination Agreement (HighCape Capital Acquisition Corp.), Business Combination Agreement (HighCape Capital Acquisition Corp.)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard, who may exercise all of the powers of the Corporation except as they may deem proper, not inconsistent with these by-laws and otherwise provided by law or the laws Certificate of this StateIncorporation.
Appears in 9 contracts
Samples: Business Combination Agreement and Plan of Reorganization (DHC Acquisition Corp.), Agreement and Plan of Merger (TradeUP Acquisition Corp.), Lock Up Agreement (Cleantech Acquisition Corp.)
General Powers. The business and affairs of the corporation shall be managed by its board or under the direction of directors. The directors shall in a Board of Directors, who may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, powers of the corporation except as they may deem proper, not inconsistent with these by-laws and otherwise provided by law or the laws Certificate of this StateIncorporation.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Infinity Pharmaceuticals, Inc.), Agreement and Plan of Merger (Infinity Pharmaceuticals, Inc.), Agreement and Plan of Merger (Arsanis, Inc.)
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard, which may exercise all such powers of the Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with these by-laws and by law or by the laws of this StateCertificate directed or required to be exercised or done by the stockholders.
Appears in 8 contracts
Samples: ASTROTECH Corp, Alliance Imaging Inc /De/, Fibernet Telecom Group Inc\
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsthe Board of Directors. The directors shall in all cases act as a board, and they Board of Directors may adopt such rules and regulations procedures, not inconsistent with the Certificate of Incorporation, these by-laws or applicable law, as it may deem proper for the conduct of their its meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this StateCorporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Buckeye Technologies Inc), Agreement and Plan of Merger (Cogentix Medical Inc /De/), Registration Rights Agreement (Monterey Capital Acquisition Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directors. The directors shall in a Board of Directors, who may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporationpowers of the Corporation except as otherwise provided by law, the Certificate of Incorporation or these By-Laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as they otherwise provided by law, may deem proper, not inconsistent with these by-laws and exercise the laws powers of this Statethe full Board of Directors until the vacancy is filled.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Lumera Corp), Agreement and Plan of Merger (Mykrolis Corp), Agreement and Plan of Merger (Mykrolis Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsthe Board of Directors. The directors shall in all cases act as a board, and they Board of Directors may adopt such rules and regulations procedures, not inconsistent with the Certificate of Incorporation, these by-laws, or applicable law, as it may deem proper for the conduct of their its meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this StateCorporation.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Merck & Co., Inc.), Agreement and Plan of Merger (Sportsman's Warehouse Holdings, Inc.), Agreement and Plan of Merger (Neenah Inc)
General Powers. The business and affairs Board of the corporation Directors shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations responsible for the conduct of their meetings control and the management of the corporationaffairs, property and interests of the Corporation and may exercise all powers of the Corporation, except as they may deem proper, not inconsistent with these by-laws and are in the laws Articles of this StateIncorporation or by statute expressly conferred upon or reserved to the shareholders.
Appears in 6 contracts
Samples: Stemcell Global Research Inc, Stemcell Global Research Inc, Stemcell Global Research Inc
General Powers. The business and affairs of the corporation shall be managed by its board or under the direction of directors. The directors shall in a Board of Directors, who may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporationpowers of the corporation except as otherwise provided by law or the Certificate of Incorporation. In the event of a vacancy in the Board of Directors, the remaining directors, except as they otherwise provided by law, may deem proper, not inconsistent with these by-laws and exercise the laws powers of this Statethe full Board until the vacancy is filled.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (California Micro Devices Corp), Agreement and Plan of Merger (On Semiconductor Corp), Loan and Security Agreement (Halozyme Therapeutics Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for under the conduct of their meetings and the management direction of the corporationBoard of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by statute or by the Certificate of Incorporation or by these by-laws and Bylaws required to be exercised or done by the laws of this Statestockholders.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Hyde Park Acquisition Corp. II), Stock Purchase Agreement (CAI International, Inc.), Stock Purchase Agreement (CAI International, Inc.)
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by, or under the direction of, the Board of Directors. In addition to the powers and authorities by its board these Bylaws expressly conferred upon them, the Board of directors. The directors shall in Directors may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by statute or by the Certificate of Incorporation or by these by-laws and Bylaws required to be exercised or done by the laws of this Statestockholders.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Vickers Vantage Corp. I), Agreement and Plan of Merger (Brookfield Property Partners L.P.), Agreement and Plan of Merger (GGP Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directorsby, or under the direction of, the Board. The directors shall in all cases act as a board, and they Board may adopt such rules and regulations procedures, not inconsistent with the Certificate of Incorporation, these By-laws or applicable law, as it may deem proper for the conduct of their its meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this StateCorporation.
Appears in 4 contracts
Samples: Management Incentive Unit Agreement (BRP Group, Inc.), Contribution Agreement (Goosehead Insurance, Inc.), Contribution Agreement (Goosehead Insurance, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by its or under the direction of the board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Amedisys Inc), Agreement and Plan of Merger (Thorne Healthtech, Inc.), Agreement and Plan of Merger (Cellular Biomedicine Group, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directors. The directors shall in a Board of Directors, who may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, powers of the Corporation except as they may deem proper, not inconsistent with these by-laws and otherwise provided by law or the laws Certificate of this StateIncorporation.
Appears in 4 contracts
Samples: Business Combination Agreement (Atlas Holdings, Inc.), Limited Liability Company Agreement (Impax Laboratories Inc), Agreement and Plan of Merger (Workstream Inc)
General Powers. The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws Board of this StateDirectors.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Office Depot Inc), Agreement and Plan of Merger (MAPLEBY HOLDINGS MERGER Corp), Option Holder Acknowledgement Agreement (Goodys Family Clothing Inc /Tn)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsthe Board of Directors. The directors shall in all cases act as a board, and they Board of Directors may adopt such rules and regulations procedures, not inconsistent with the Certificate of Incorporation, these Bylaws, or applicable law, as it may deem proper for the conduct of their its meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this StateCorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Acceleron Pharma Inc), Agreement and Plan of Merger (Greenhill & Co Inc), Business Combination Agreement (Frazier Lifesciences Acquisition Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in the Board, which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporationCorporation and do all such lawful acts and things as are not by law, as they may deem proper, not inconsistent with the Certificate of Incorporation or these byBy-laws and the laws of this Statedirected or required to be exercised or done by Stockholders.
Appears in 3 contracts
Samples: Cooperation Agreement, Stock Purchase Agreement (Seagram Co LTD), Imax Corp
General Powers. The property, business and affairs of the corporation Corporation shall be managed by its board the Board of directors. The directors shall in Directors which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by statute or by the Certificate of Incorporation or by these byBy-laws and directed or required to be exercised or done by the laws of this Statestockholders.
Appears in 3 contracts
Samples: Consulting Agreement, www.annualreports.com, usermanual.wiki
General Powers. The business and affairs of the corporation Corporation shall be managed by its under the direction of the board of directors. The In addition to the powers and authorities by these Bylaws expressly conferred upon them, the board of directors shall in may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by statute or by the Certificate of Incorporation or by these by-laws and Bylaws required to be exercised or done by the laws of this Statestockholders.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cimarron Medical, Inc.), Agreement and Plan of Merger (Panbela Therapeutics, Inc.), Agreement and Plan of Merger (Panbela Therapeutics, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in the Board, which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporationCorporation and do all such lawful acts and things as are not by law, as they may deem proper, not inconsistent with the Certificate of Incorporation or these byBy-laws and the laws of this Statedirected or required to be exercised or done by stockholders.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PeopleSupport, Inc.), Agreement and Plan of Merger (Ispat International Nv), Execution Copy (Mittal Steel USA ISG Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsthe Board of Directors. The directors shall in all cases act as a board, and they Board of Directors may adopt such rules and regulations procedures, not inconsistent with the Articles of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of their its meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this StateCorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Us Xpress Enterprises Inc), Agreement and Plan of Merger (Knight-Swift Transportation Holdings Inc.), Agreement and Plan of Merger (Fuller Max L)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of its board Board of directorsDirectors. The directors shall in In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporationCorporation and do all such lawful acts and things as are not by law, as they may deem proper, not inconsistent with by the Certificate of Incorporation or by these by-laws and Bylaws required to be exercised or done by the laws of this Statestockholders.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Contango Oil & Gas Co), Securities Purchase Agreement (MDNA Life Sciences, Inc.), Securities Purchase Agreement (MDNA Life Sciences, Inc.)
General Powers. The property, affairs and business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws Board of this StateDirectors.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hanover Direct Inc), Agreement and Plan of Merger and Recapitalization (Curtiss Wright Corp), Pooling and Servicing Agreement (Commercial Mortgage Pass-Through Certificates Series 2000-C4)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsthe Board. The directors shall in all cases act as a board, and they Board may adopt such rules and regulations procedures, not inconsistent with the Certificate of Incorporation, these By-laws or applicable Law, as it may deem proper for the conduct of their its meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this StateCorporation.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (HRG Group, Inc.), Agreement and Plan of Merger (Spectrum Brands, Inc.), Agreement and Plan of Merger (Spectrum Brands Holdings, Inc.)
General Powers. The business and affairs of the corporation shall be managed by its board of directors. The directors shall in , which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by statute or by the certificate of incorporation or by these by-laws and directed or required to be exercised or done by the laws of this Statestockholders.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hadco Acquisition Corp Ii), Agreement and Plan of Merger (Hadco Acquisition Corp Ii), Agreement and Plan of Merger (Continental Circuits Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of its board Board of directorsDirectors. The directors shall in In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by law or by the Certificate of Incorporation or by these by-laws and Bylaws required to be exercised or done by the laws of this Statestockholders.
Appears in 2 contracts
General Powers. The business and affairs of the corporation Corporation shall be managed by its board Board of directors. The directors shall Directors except as otherwise provided in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this StateBylaws.
Appears in 2 contracts
Samples: Delegation Agreement, Delegation Agreement
General Powers. The business and affairs of the corporation Corporation shall be managed by its board Board of directors. The directors shall in Directors, which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by statute or by the certificate of incorporation or by these byBy-laws and Laws directed or required to be exercised or done by the laws of this Statestockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citrix Systems Inc), Loan Modification Agreement (Imprivata Inc)
General Powers. The business and management of the affairs of the corporation Corporation shall be managed by its board vested in the Board of directors. The directors shall in Directors, which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with these by-laws and by law or by the laws Certificate of this StateIncorporation of the Corporation directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (HashiCorp, Inc.), Agreement and Plan of Merger (Dova Pharmaceuticals Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsthe Board. In addition to the powers and authorities expressly conferred upon them by these Bylaws, 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 Bylaws required to be exercised or done by the stockholders. The directors shall in all cases act only as a boardBoard or as a committee thereof, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, individual directors shall have no power as they may deem proper, not inconsistent with these by-laws and the laws of this Statesuch.
Appears in 2 contracts
Samples: Master Reorganization Agreement (Atlas Energy Solutions Inc.), Master Reorganization Agreement (New Atlas HoldCo Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard of Directors. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by statute or by the Certificate of Incorporation or by these by-laws and Bylaws required to be exercised or done by the laws of this Statestockholders.
Appears in 2 contracts
Samples: Investment Agreement (SilverSun Technologies, Inc.), Agreement and Plan of Merger (Arconic Inc.)
General Powers. SECTION 3:1. The Board of Directors shall control and manage the business and affairs property of the corporation. The Board may exercise all such powers of the corporation shall and do all lawful acts and things as are not by law, the Certificate of Incorporation or these By-Laws directed or required to be managed exercised or done by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management stockholders or some particular officer of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.
Appears in 2 contracts
Samples: Loan and Security Modification Agreement (Singulex Inc), Loan and Security Modification Agreement (Singulex Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard of Directors. In addition to the powers and authorities expressly conferred upon it by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with directed or required to be exercised or done exclusively by the stockholders by the DGCL or other applicable law or by the Certificate of Incorporation or by these by-laws and the laws of this StateBylaws.
Appears in 2 contracts
Samples: Settlement Agreement (Rightchoice Managed Care Inc), Settlement Agreement (Rightchoice Managed Care Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board Board of directorsDirectors. The directors shall in all cases act as a board, also set the amount of annual dues of the members and they may adopt such promulgate the rules and regulations from time to time as it deems proper and fit for the conduct of their meetings and the management operation of the corporation, as they may deem proper, not inconsistent with these by-laws and facilities of the laws of this StateCorporation.
Appears in 2 contracts
Samples: www.wendellswimclub.org, wendellswimclub.com
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsthe Board of Directors. The directors shall in all cases act as a board, and they Board of Directors may adopt such rules and regulations procedures, not inconsistent with the Certificate of Incorporation, these bylaws or applicable law, as it may deem proper for the conduct of their its meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this StateCorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AvidXchange Holdings, Inc.), Transaction Agreement (Advanced Emissions Solutions, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for under the conduct of their meetings and the management direction of the corporationBoard of Directors. In addition to the powers and authorities expressly conferred upon the Board of Directors by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as they may deem properare not by law, not inconsistent with the Certificate of Incorporation or these by-laws and Bylaws required to be exercised or done by the laws of this Statestockholders.
Appears in 2 contracts
Samples: Letter Agreement (Vmware, Inc.), Letter Agreement (Dell Technologies Inc.)
General Powers. The business and affairs of the corporation shall be managed by its board or under the direction of directors. The directors shall in a Board of Directors, who may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporationpowers of the corporation except as otherwise provided by law, the Certificate of Incorporation or these By-Laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as they otherwise provided by law, may deem proper, not inconsistent with these by-laws and exercise the laws powers of this Statethe full Board until the vacancy is filled.
Appears in 2 contracts
Samples: License and Marketing Agreement, Stock Purchase Agreement
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as they may deem properare not by statute, not inconsistent with the Certificate of Incorporation or these by-laws and Bylaws directed or required to be exercised or done by the laws of this Statestockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Commscope Inc), Stockholders Agreement (Digital Television Services of Kansas LLC)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard of Directors, except as they may deem proper, not inconsistent with these by-laws and be otherwise provided by the laws ARS or the Articles of this StateIncorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apollo Education Group Inc), The Agreement and Plan of Merger (Apollo Education Group Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard, which may exercise all such powers of the Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with these by-laws and by law or by the laws of this StateCertificate directed or required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (America Online Inc), Agreement and Plan of Merger (Time Warner Inc/)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board Board of directors. The directors shall in Directors, which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporationCorporation and do all such lawful acts and things as are not by the Act, as they may deem proper, not inconsistent with the Articles of Incorporation or by these byBy-laws and Laws directed or required to be exercised or done by the laws of this Stateshareholders.
Appears in 2 contracts
Samples: 9 Transaction Agreement (Kinetic Concepts Inc /Tx/), 9 Transaction Agreement (Blum Richard C & Associates L P)
General Powers. The business and affairs of the corporation shall be managed by its board Board of directorsDirectors. The directors shall Except as otherwise provided in all cases act as a boardand subject to Article VII of these By-laws, and they the Board of Directors may adopt such rules and regulations for the conduct of their meetings and the management of the corporationadopt, as they may deem proper, not inconsistent with these amend or repeal by-laws and adopted by the laws of this StateBoard or by the stockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Dentsply International Inc /De/), Agreement and Plan of Merger (Sirona Dental Systems, Inc.)
General Powers. The property, affairs and business and affairs of the corporation Corporation shall be managed by its board the Board of directorsDirectors. The directors shall in Board of Directors may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporationCorporation, whether derived from law or the Certificate of Incorporation, except such powers as they may deem properare, not inconsistent with by statute, by the Certificate of Incorporation or by these by-laws and Bylaws, vested solely in the laws stockholders of this Statethe Corporation. No Director need be a stockholder of the Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quest Diagnostics Inc), Agreement and Plan of Merger (Celera CORP)
General Powers. The property, affairs and business and affairs of the corporation Corporation shall be managed by its board the Board of directorsDirectors. The directors shall in Board of Directors may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporationCorporation, whether derived from law or the Restated Certificate of Incorporation, except such powers as they may deem properare, not inconsistent with by statute, by the Restated Certificate of Incorporation or by these byBy-laws and Laws, vested solely in the laws stockholders of this Statethe Corporation. No Director need be a stockholder of the Corporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Parexel International Corp), Agreement and Plan of Merger (Covance Inc)
General Powers. The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard of Directors which may exercise all such powers of the corporation and do all such lawful acts and things which are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders, as they may deem proper, not inconsistent with these by-laws and or prohibited to the laws Board of this StateDirectors.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TAMINCO Corp), Agreement and Plan of Merger (Sterling Chemicals Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board Board of directors. The directors shall in all cases act Directors and, except as a boardotherwise expressly provided by law, and they may adopt such rules and regulations for the conduct of their meetings and the management Bylaws of the corporationCorporation or this Charter, as they may deem proper, not inconsistent all of the powers of the Corporation shall be vested in the Board of Directors. This Charter shall be construed with these by-laws the presumption in favor of the grant of power and authority to the laws of this Statedirectors.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Prison Realty Trust Inc), Securities Purchase Agreement (Prison Realty Trust Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directorsthe Board. The directors shall in Board may exercise all cases act as a board, such authority and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, Corporation and conduct all such lawful acts and things as they may deem proper, are not inconsistent with these by-laws and by statute or the laws of this StateCharter required to be exercised or done by the Stockholders.
Appears in 2 contracts
Samples: Business Combination Agreement (Achari Ventures Holdings Corp. I), Business Combination Agreement (VASO Corp)
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by its board by, or under the direction of, the Board of directorsDirectors. The directors Board of Directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management exercise exclusive strategic control of the corporation, as they may deem proper, Corporation and shall not inconsistent with these bydelegate its policy-laws and the laws of this Statemaking powers.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Us Industries Inc), Agreement and Plan of Merger (Zurn Industries Inc)
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard, which may exercise all such powers of the Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with these by-laws and by law or by the laws of this StateArticles directed or required to be exercised or done by the shareholders.
Appears in 2 contracts
Samples: ASTROTECH Corp, ASTROTECH Corp
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsthe Board elected in accordance with these Bylaws. 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 Bylaws required to be exercised or done by the stockholders. The directors shall in all cases act only as a boardBoard, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, individual directors shall have no power as they may deem proper, not inconsistent with these by-laws and the laws of this Statesuch.
Appears in 2 contracts
Samples: Letter Agreement (Climate Change Crisis Real Impact I Acquisition Corp), Limited Liability Company Agreement (Spark Energy, Inc.)
General Powers. The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporation, Board of Directors which may exercise all such powers of the corporation and do all such acts and things as they may deem proper, are not inconsistent with by the General Corporation Law of the State of Delaware nor by the Certificate of Incorporation nor by these byBy-laws and Laws directed or required to be exercised or done by the laws of this Statestockholders.
Appears in 2 contracts
Samples: Master Transaction Agreement (Infonautics Inc), Master Transaction Agreement (Infonautics Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed and controlled by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as they may deem properare not, not inconsistent with by law, the Certificate of Incorporation, or these by-laws and Bylaws, directed or required to be exercised or done by the laws of this Statestockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (AutoWeb, Inc.), Agreement and Plan of Merger (AutoWeb, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsthe Board. 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 Bylaws or by the Stockholders’ Agreement required to be exercised or done by the stockholders. The directors shall in all cases act only as a boardBoard or a committee thereof, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, individual directors shall have no power as they may deem proper, not inconsistent with these by-laws and the laws of this Statesuch.
Appears in 2 contracts
Samples: Master Reorganization Agreement (Linn Energy, Inc.), Voting Agreement (Roan Resources, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed and controlled by or under the direction of its board Board of directors. The directors shall in Directors, which may exercise all cases act as a boardsuch powers of, and they do all such acts and things as may adopt be done by, the Corporation and do all such rules lawful acts and regulations for things as are not by law or by the conduct Certificate of their meetings and the management of the corporation, as they may deem proper, not inconsistent with Incorporation or by these byBy-laws and directed or required to be exercised or done by the laws of this Statestockholders.
Appears in 2 contracts
Samples: Rights Agreement (Burlington Northern Santa Fe Corp), Combination Agreement (Burlington Northern Santa Fe Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of its board Board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this StateDirectors.
Appears in 2 contracts
Samples: Exchange Agreement (Coram Healthcare Corp), Exchange Agreement (Coram Healthcare Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard of Directors, except as they may deem proper, not inconsistent with these by-laws and be otherwise provided by the laws DGCL or the Certificate of this StateIncorporation.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Outerwall Inc), Agreement and Plan of Merger (ADT Corp)
General Powers. The business and affairs of the corporation Company shall be managed by its or under the direction of a board of directors. The directors shall in managers (the “Board of Managers”), which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporationCompany and perform all such lawful acts and things as are not by the Code, as they may deem proper, not inconsistent with these by-laws and the laws Certificate or Articles of Formation or this StateAgreement directed or required to be exercised or performed by the Member.
Appears in 2 contracts
Samples: Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.), Limited Liability Company Operating Agreement (Wendy's of Denver, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard of Directors. In addition to the powers and authorities by these By-Laws expressly conferred upon them, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with these by-laws and by statute or by the laws Certificate of this StateIncorporation required to be exercised or done by the stockholders.
Appears in 2 contracts
Samples: Transaction Agreement (Domtar CORP), Transaction Agreement (Weyerhaeuser Co)
General Powers. The business and affairs of the corporation Corporation shall be managed and controlled by its board or under the direction of directors. The directors shall in a Board of Directors, which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by law or by the Certificate of Incorporation or by these byBy-laws and Laws directed or required to be exercised or done by the laws of this Statestockholders.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amc Entertainment Inc), Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board Board of directors. The directors shall in Directors which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by statute or by the Articles of Incorporation or by these by-laws and Bylaws directed or required to be exercised or done by the laws of this Statestockholders.
Appears in 1 contract
Samples: Basic Us Reit Inc
General Powers. The business and affairs of the corporation Corporation shall be managed by or under the direction of its board Board of directorsDirectors. The directors shall in In addition to the powers and authorities by these Bylaws expressly conferred upon it, the Board of Directors may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by law or by the Certificate of Incorporation or by these by-laws and Bylaws required to be exercised or done by the laws of this Statestockholders.
Appears in 1 contract
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in the Board, which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporationCorporation and do all such lawful acts and things as are not by law, as they may deem proper, not inconsistent with the Certificate of Incorporation or these by-laws and the laws of this StateBylaws directed or required to be exercised or done by stockholders.
Appears in 1 contract
Samples: Business Combination Agreement (ExcelFin Acquisition Corp.)
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard, which may exercise all such powers of the Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with these by-laws and by law or by the laws Certificate of this StateIncorporation or the Stockholders Agreement directed or required to be exercised or done by the stockholders.
Appears in 1 contract
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard of Directors. In addition to the powers and authority expressly conferred upon them by statute or by the Certificate of Incorporation or by these Amended and Restated Bylaws, the directors are hereby empowered to exercise all such powers and do all such acts and things as they may deem proper, not inconsistent with these by-laws and be exercised or done by the laws of this StateCorporation.
Appears in 1 contract
Samples: Combination Agreement (Equinix Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by under the direction of its board Board of directorsDirectors. The directors shall in Board of Directors may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporationCorporation and do all such lawful acts and things as are not by statute, as they may deem proper, not inconsistent with by the Certificate of Incorporation or by these byBy-laws and Laws required or directed to be exercised or done by the laws of this State.stockholders. 3.2
Appears in 1 contract
Samples: Tumbleweed Inc
General Powers. The business and affairs of the corporation Corporation shall be managed by its or under the direction of the board of directors. The directors shall in , which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by statute or by the Corporation’s Articles of Incorporation or by these by-laws Bylaws directed or required to be exercised and done by the laws of this Statestockholders.
Appears in 1 contract
Samples: Plan of Merger (Edmonds 5 Inc.)
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by its board by, or under the direction of, the Board of directors. The directors shall in Directors, which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with these by-laws and by law or by the laws Certificate of this StateIncorporation required to be exercised or done by the stockholders.
Appears in 1 contract
General Powers. The business and affairs of the corporation shall be managed by its board or under the direction of directors. The directors shall in a Board of Directors, who may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporationpowers of the corporation except as otherwise provided by law or by the Certificate of Incorporation. In the event of a vacancy in the Board of Directors, the remaining directors, except as they otherwise provided by law or by the Certificate of Incorporation, may deem proper, not inconsistent with these by-laws and exercise the laws powers of this Statethe full Board until the vacancy is filled. SECTION 2.02.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kapstone Paper & Packaging Corp)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsthe Board of Directors. The directors shall in all cases act as a board, and they Board of Directors may adopt such rules and regulations procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of their its meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.Corporation.
Appears in 1 contract
Samples: Electronic Tracking Agreement (Century Communities, Inc.)
General Powers. i. The business and affairs of the corporation Company shall be managed by its a board of directorsmanagers (the “Board” and each such manager who is a member of the Board, a “Manager”). The directors Subject to the express limitations contained in any provision of this Agreement, the Board shall in all cases act as a boardhave complete and absolute control of the affairs and business of the Company, and they may adopt such rules shall possess all powers necessary, convenient or appropriate to carrying out the purposes and regulations for the conduct of their meetings and the management business of the corporationCompany, as they may deem properincluding, not inconsistent with these by-laws without limitation, doing all things and taking all actions necessary to carrying out the laws terms and provisions of this StateAgreement.
Appears in 1 contract
General Powers. The business and affairs of the corporation Corporation shall be managed by its board Board of Directors and, except as otherwise expressly provided by law, the Bylaws of the Corporation or this Charter, all of the powers of the Corporation shall be vested in the Board of Directors. This Charter shall be construed with the presumption in favor of the grant of power and authority to the directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.64 B.
Appears in 1 contract
Samples: Securities Purchase Agreement (Prison Realty Trust Inc)
General Powers. The business business, property and affairs of the corporation -------------- Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard, which may exercise all such powers of the Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with these by-laws and by law or by the laws of this StateCertificate directed or required to be exercised or done by the stockholders.
Appears in 1 contract
Samples: Broadview Networks Holdings Inc
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a boardboard of directors, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, Corporation as they may deem proper, . Such rules and regulations may not be inconsistent with these by-laws Bylaws, the Certificate of Incorporation, and the laws of this StateNevada.
Appears in 1 contract
General Powers. The business and affairs of the corporation shall be managed by its board or under the direction of directors. The directors shall in a Board of Directors, who may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporationpowers of the corporation except as otherwise provided by law or by the Certificate of Incorporation. In the event of a vacancy in the Board of Directors, the remaining directors, except as they otherwise provided by law or by the Certificate of Incorporation, may deem proper, not inconsistent with these by-laws and exercise the laws powers of this Statethe full Board until the vacancy is filled.
Appears in 1 contract
General Powers. The business and affairs of the corporation Corporation shall -------------- be managed by its board or under the direction of directors. The directors shall in a Board of Directors, who may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporationpowers of the Corporation except as otherwise provided by law or the Certificate of Incorporation. In the event of a vacancy in the Board of Directors, the remaining directors, except as they otherwise provided by law or the Certificate of Incorporation, may deem properexercise the powers of the full Board of Directors until the vacancy is filled. Without limiting the foregoing, not inconsistent with these by-laws and the laws Board of this State.Directors may:
Appears in 1 contract
Samples: Matrixone Inc
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard of Directors. In addition to the powers and authorities expressly conferred upon them by these Bylaws, the Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by statute or by the Certificate of Incorporation or by these by-laws and Bylaws required to be exercised or done by the laws of this Statestockholders.
Appears in 1 contract
Samples: Implementation and Stockholder Agreement (Blackrock Inc /Ny)
General Powers. The business and affairs of the corporation shall be managed by its board or under the direction of directors. The directors shall in a Board of Directors, who may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporationpowers of the corporation except as otherwise provided by law, the Certificate of Incorporation or these By-Laws. In the event of a vacancy in the Board of Directors, the remaining directors, except as they otherwise provided by law and subject to Section 2.10, may deem proper, not inconsistent with these by-laws and exercise the laws powers of this Statethe full Board until the vacancy is filled.
Appears in 1 contract
Samples: Transfer and Administration Agreement (Fresenius Medical Care AG & Co. KGaA)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsthe Board. The directors shall in all cases act as a board, and they Board may adopt such rules and regulations procedures, consistent with the Certificate of Incorporation, these By-laws or applicable law, as it may deem proper for the conduct of their its meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this StateCorporation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Churchill Capital Corp II)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board a Board of directorsDirectors. The directors Board of Directors shall have the authority to act on behalf of the Corporation in all cases act matters, except as a boardexpressly limited by the Declaration, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with Articles or these by-laws and the laws of this StateBylaws.
Appears in 1 contract
Samples: Lease Agreement
General Powers. The business affairs,property,business,and affairs operation of the corporation Corporation shall be managed by its board under the direction of directorsthe Board of Directors of the Corporation (the`Board"or`Board of Directors"). The directors Board of Directors shall carry out the purposes of the Corporation in all cases act as a board, and they may adopt such rules and regulations for compliance with the conduct Articles of their meetings Incorporation and the management Bylaws of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.Corporation. 4.2
Appears in 1 contract
Samples: Lease and Transfer Agreement
General Powers. The business business, property and affairs of the corporation Corporation shall be managed by its board by, or under the direction of, the Board of directorsDirectors. The directors shall in all cases act as a board, and they Board of Directors may adopt such rules and regulations procedures, not inconsistent with the Certificate of Incorporation, these Bylaws, or applicable law, as it may deem proper for the conduct of their its meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this StateCorporation.
Appears in 1 contract
Samples: Business Combination Agreement and Plan of Reorganization (Spartan Acquisition Corp. III)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporation, Board of Directors. In addition to such powers as they may deem proper, not inconsistent with these by-laws are herein and in the laws of this State.Certificate of
Appears in 1 contract
Samples: Merger Agreement (DEX ONE Corp)
General Powers. The business and affairs of the corporation shall be managed by its board or under the direction of directors. The directors shall in a Board of Directors, who may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporationpowers of the corporation except as otherwise provided by law, as they may deem proper, not inconsistent with the Certificate of Incorporation or these byBy-laws and the laws of this Statelaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Robcor Properties Inc)
General Powers. The property, affairs, and business and affairs of the corporation shall be managed by its board Board of directorsDirectors. The directors shall Board of Directors may exercise all the powers of the corporation whether derived from law or the Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation or by these By-laws, vested solely in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management shareholders of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.
Appears in 1 contract
Samples: Ex 2 Agreement and Plan of Merger (W-J International LTD)
General Powers. The business and affairs of the corporation Company shall be managed by its and under the direction of the Board of Directors. Except as otherwise expressly provided in this Agreement and subject to the provisions of the Shareholders Agreement, the authority and functions of the Board of Directors, on the one hand, and of the Officers, on the other, shall be identical to the authority and functions of the board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.officers,
Appears in 1 contract
General Powers. The business and affairs of the corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management Board. The business of the corporationcorporation shall be managed under the direction of its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with by statute or by the articles of incorporation or by these by-laws and bylaws directed or required to be exercised or done by the laws of this Statestockholders.
Appears in 1 contract
Samples: Stockholders’ Agreement (OncBioMune Pharmaceuticals, Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board the Board of directors. The directors shall in all cases act Directors or by such Executive and other Committees as a board, and they the Board may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with establish pursuant to these byBy-laws and the laws of this Statelaws.
Appears in 1 contract
Samples: Management Agreement
General Powers. The property, business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsa Board of Directors. The directors shall in Board of Directors may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporationCorporation and have such authority and do all such lawful acts and things as are permitted by law, as they may deem proper, not inconsistent with the Certificate of Incorporation or these by-laws and the laws of this StateBylaws.
Appears in 1 contract
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsthe Board. 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 Bylaws required to be exercised or done by the stockholders. The directors shall in all cases act only as a boardBoard or a committee thereof, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, individual directors shall have no power as they may deem proper, not inconsistent with these by-laws and the laws of this Statesuch.
Appears in 1 contract
Samples: Master Reorganization Agreement (Charah Solutions, Inc.)
General Powers. The business and affairs of the corporation Company shall be managed by its board Board of directorsDirectors. Each director shall be a manager, but shall not have the power to manage the Company individually. The directors Board of Directors shall act in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this Statemanner provided in Section 4.1(a)(vi).
Appears in 1 contract
General Powers. The business and management of the affairs of the corporation shall be managed by its board vested in the Board of directors. The directors shall in Directors, which may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management powers of the corporation, corporation and do all such lawful acts and things as they may deem proper, are not inconsistent with these by-laws and by law or by the laws Certificate of this StateIncorporation directed or required to be exercised or done by the stockholders.
Appears in 1 contract
General Powers. The property, affairs, and business and affairs of the corporation shall be managed by its board Board of directorsDirectors. The directors shall Board of Directors may exercise all the powers of the corporation whether derived from law or the Articles of Incorporation, except such powers as are by statute, by the Articles of Incorporation or by these Bylaws, vested solely in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management shareholders of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.
Appears in 1 contract
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directors. The directors shall in a Board, who may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporationpowers of the Corporation except as otherwise provided by law or the Certificate of Incorporation. In the event of a vacancy on the Board, the remaining directors, except as they otherwise provided by law, may deem proper, not inconsistent with these by-laws and exercise the laws powers of this Statethe full Board until the vacancy is filled.
Appears in 1 contract
General Powers. The business and affairs of the corporation Corporation shall be managed by its board of directors. The directors shall in all cases act as a board, and they may adopt such rules and regulations for or under the conduct of their meetings and the management direction of the corporationBoard, which may exercise all such powers of the Corporation (or grant authority to exercise such powers) and do all such lawful acts and things as they may deem proper, are not inconsistent with these by-laws and by law or by the laws of this StateCertificate directed or required to be exercised or done by the stockholders.
Appears in 1 contract
General Powers. The business and affairs of the corporation shall be -------------- managed by its board or under the direction of directors. The directors shall in a Board of Directors, who may exercise all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporationpowers of the corporation except as otherwise provided by law or the Certificate of Incorporation. In the event of a vacancy in the Board of Directors, the remaining directors, except as they otherwise provided by law, may deem proper, not inconsistent with these by-laws and exercise the laws powers of this Statethe full Board until the vacancy is filled.
Appears in 1 contract
General Powers. The business and affairs of the corporation Corporation shall be managed by its board the Board of directors. The directors shall in all cases act Directors or by such committees as a board, and they the Board of Directors may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with establish pursuant to these by-laws and the laws of this StateBylaws.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone Therapeutics Inc)
General Powers. The business and affairs of the corporation Corporation shall be managed by its board or under the direction of directorsthe Board of Directors. The directors shall in all cases act as a board, and they Board of Directors may adopt such rules and regulations procedures, not inconsistent with the Certificate of Incorporation, these Bylaws or applicable law, as it may deem proper for the conduct of their its meetings and the management of the corporation, as they may deem proper, not inconsistent with these by-laws and the laws of this State.Corporation. 2
Appears in 1 contract
