Management by Directors. The business and affairs of the Company will be managed by its Board of Directors. The Board of Directors will have full and complete authority, power and discretion to manage and control the business, affairs and properties of the Company, including the powers set forth in Schedule 6.1, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the Company’s business and objectives. No one Director may take or effect any action on behalf of the Company or otherwise bind the Company in the absence of a formal delegation of authority by the Board of Directors to such Director.
Management by Directors. The management of the Company’s business will be vested in a Board of Directors designated by and subject to the ultimate direction of the Member.
Management by Directors. Management of the Company shall be vested in the Board of Directors, and all powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Board of Directors, unless otherwise provided in the Act, the Certificate or this Agreement. Unless otherwise expressly provided in this Agreement, so long as two or three directors constitute the entire board such management authority and powers shall be exercised only with the agreement of any two directors.
Management by Directors. Subject to the provisions of the Companies Act, the Memorandum, these Articles and any directions given by Ordinary Resolution, the business and affairs of the Company shall be managed by, or under the direction or supervision of, the Directors. The Directors shall have all the powers necessary for managing, and for directing and supervising, the business and affairs of the Company as are not by the Companies Act, the Memorandum, these Articles or the terms of any Special Resolution required to be exercised by the Members. No alteration of the Memorandum or these Articles or any direction given by Ordinary or Special Resolution shall invalidate any prior act of the Directors that was valid at the time undertaken. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.
Management by Directors. 28 6.2 NUMBER AND DESIGNATION OF DIRECTORS; OBSERVER OF THIRD PARTY INVESTORS......29 6.3
Management by Directors. Subject to the provisions of the Certificate of Formation and this Agreement relating to actions required to be approved by the Members, the business, property and affairs of the Company shall be managed and all powers of the Company shall be exercised by or under the direction of the Managing Members who shall act through their designated representatives as the Board of Directors ("BOARD OF DIRECTORS"). Subject to the foregoing, the Members are the "MANAGERS" of the Company as such term is defined under the Act. Notwithstanding Section 18402 of the Act, the powers of the Members and the Board of Directors to bind the Company are as set forth in this Agreement.
Management by Directors. The Company shall be managed by a board of Directors (the "Board") who shall be "managers" (as such term is defined in the Delaware Act) according to this Article 7 and, except with respect to certain consent or approval requirements provided in this Agreement, no Member, by virtue of having the status of a Member, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. Except as described in the preceding sentence, the business and affairs of the Company shall be managed by the Directors elected in accordance with Section 7.2 acting exclusively through the Board in accordance with this Agreement. Under the direction of the Board, the day-to-day activities of the Company shall be conducted on the Company's behalf by the executive officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted under the Delaware Act and to all other powers granted under any other provision of this Agreement, the Board and the executive officers (subject to Article 8 and the direction of the Board) shall have full power and authority to do all things on such terms as they may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company, including, without limitation, (i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness and the incurring of any other obligations; (ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Company; (iii) the merger or other combination or conversion of the Company with or into another person; (iv) the use of the assets of the Company (including cash on hand) for any purpose consistent with the terms of this Agreement and the repayment of obligations of the Company; (v) the negotiation, execution and performance of any contracts, conveyances or other instruments; (vi) the distribution of Company cash; (vii) the selection, engagement and dismissal of executive officers, employees and agents, outside attorneys, accountants, engineers, consultants and contractors and the determination of their compensation and other terms of employment or hiring; (viii) the ma...
Management by Directors. 23 Section 7.2 Board of Directors......................................... 24 Section 7.3 Adoption of Section 13.4(c) of the Partnership Agreement... 25 Section 7.4
Management by Directors. Except for any matters for which the approval of the Members is required by nonwaivable provisions of applicable Law or as otherwise set forth in this Agreement: (i) the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, a board of directors (the “Board of Directors”); and (ii) the Board of Directors may make all decisions and take all actions for the Company. Except as expressly provided herein, all decisions and actions taken by the Board of Directors shall require the affirmative vote of a majority of the Directors at the time in office.
Management by Directors. The Company shall be managed by "managers" (as such term is used in the Act) according to the remaining provisions of this Article VII and, except with respect to certain consent or approval requirements expressly provided for in this Agreement, no Member by virtue of having the status of a Member shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into contracts on behalf of, or to otherwise bind, the Company. The "managers" are referred to as "Directors" throughout this Agreement. The business and affairs of the Company shall be managed by the Directors appointed in accordance with Section 7.2 and acting exclusively through the Board of Directors of the Company (the "Board of Directors") in accordance with this Agreement. No Director in his or her individual capacity shall have the authority to manage the Company or to approve matters relating to, or otherwise to bind the Company, such powers being reserved to all of the Directors acting exclusively through the Board of Directors and to such Officers and other agents of the Company designated by the Board. Under the direction of the Board of Directors, the day-to-day activities of the Company shall be conducted on the Company's behalf by the Officers, who shall be agents of the Company. In addition to the powers that now or hereafter can be granted under the Act and to all other powers granted under any other provision of this Agreement, the Board of Directors shall have full power and authority to do all things on such terms as the Board of Directors may deem necessary or appropriate to conduct, or cause to be conducted, the business and affairs of the Company in accordance with the terms of this Agreement.
