Management Authorization Sample Clauses
The Management Authorization clause defines the authority granted to specific individuals or groups to make decisions and act on behalf of an organization. Typically, this clause outlines which managers or officers are empowered to enter into contracts, approve expenditures, or represent the company in official matters. By clearly specifying who holds such authority, the clause helps prevent unauthorized actions and ensures that only designated personnel can bind the organization, thereby reducing the risk of disputes or invalid agreements.
Management Authorization. If, for any reason (other than a failure by the Company to supply the requisite number of Shareholder Notices to the Depositary within the requisite time period provided in this Section 4.10) the Depositary has not, prior to the date established for such purpose by the Depositary received instructions from Holders together holding at least 51% of all ADSs (including Temporary ADSs) outstanding at the relevant ADS Record Date, to vote in the same manner in respect of any resolution (including resolutions for the election of directors and/or supervisors) then, subject to the following paragraph, the Holders shall be deemed to have instructed the Depositary's nominee to give a discretionary authorization (a "Management Authorization") to the Voting Representative as the representative of the Registered Holder (and indirectly of the Depositary, the Holders and the Beneficial Owners) to attend and vote at such meeting all the Deposited Securities represented by ADSs (including Temporary ADSs) then outstanding in his or her discretion. In such circumstances, the Voting Representative shall be free to exercise the votes attaching to the Deposited Securities in any manner he or she wishes, which may not be in the best interests of the Holders and Beneficial Owners. The Depositary's grant of a Management Authorization in the manner and circumstances described in the preceding paragraph shall be subject to the receipt by the Depositary prior to each shareholders' meeting of an opinion of ROC counsel addressed to, and in form and substance satisfactory to, the Depositary to the effect that under ROC law (i) the arrangements relating to the Management Authorization are permissible, and (ii) the Depositary will not be deemed to be authorized to exercise any discretion when causing the voting in accordance with this Section 4.10 and will not (in the absence of negligence, bad faith or breach of contract, and subject to general principles of agency) be subject to any liability under ROC law for losses arising from the exercise of the voting arrangements set out in this Section 4.10 on the grounds that voting in accordance with this Section 4.10 is in violation of ROC law. In the event the Depositary does not receive such opinion, or the Voting Representative informs the Depositary that he or she does not wish to be so authorized, the Depositary will not grant the Management Authorization but will cause the Deposited Securities to be present at the shareholders' meeting t...
Management Authorization. Upon election by the Board, the officers of the Company are authorized to sign agreements and other documents on behalf of the Company, subject to and in accordance with the restrictions and limitations set forth in the Contract Review & Signature Policy applicable to the Company (the “Signature Policy”). The Board hereby delegates to the Company’s Managers, acting individually or together, the authority to determine the parameters of each officer’s signing authority, subject to and in accordance with the Signature Policy. Each officer’s signature authorization will remain in effect until modified, canceled or withdrawn by the Board, or until such individual’s earlier withdrawal of his affiliation with the Company.
Management Authorization. (a) The management, control and operation of the Company and the formulation and execution of business and investment policy shall be vested in the Managing Member. The Managing Member shall, in its discretion, exercise all powers necessary and convenient for the purposes of the Company, including those enumerated in Section 2.4, on behalf and in the name of the Company. All decisions and determinations (howsoever described herein) to be made by the Managing Member pursuant to this Agreement shall be made in its sole discretion, subject only to the express terms and conditions of this Agreement (including Section 7.4).
(b) Each of the Managing Member and any person designated by the Managing Member, each acting individually, is hereby authorized and empowered, as an authorized person of the Company within the meaning of the LLC Act, or otherwise (the Members and Managing Member hereby authorizing and ratifying any of the following actions):
(i) to execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Company and/or in the name and on behalf of the Company as general partner of each Blackstone Partnership) any agreement of the Company (including, without limitation, any Blackstone Partnership Agreement) or of any Blackstone Partnership (and any amendments, restatements and/or supplements thereof), the certificate of formation of the Company (and any amendments, restatements and/or supplements thereof), the certificate of limited partnership of each Blackstone Partnership (and any amendments, restatements and/or supplements thereof) and any other certificates, notices, applications and other documents (and any amendments, restatements and/or supplements thereof) to be filed with any government or governmental or regulatory body, including, without limitation, any such document that may be necessary for the Company or any Blackstone Partnership to qualify to do business in a jurisdiction in which the Company or such Blackstone Partnership desires to do business;
(ii) to execute and deliver and/or file (including any such action, directly or indirectly through one or more other entities, in the name and on behalf of the Company as general partner of BMEZA II in its capacity as general partner of BMEZP II) any agreement of BMEZA II (including, without limitation, the BMEZP II Partnership Agreement) or of BMEZP II (and any amendments, restatements and/or supplements...