Powers of Board of Managers Sample Clauses

Powers of Board of Managers. Without limiting the generality of Section 6.1, the Managers shall have the power and authority, as a group, on behalf of the Company, to do and perform all acts as may be necessary or appropriate to the conduct of the Company’s business that are not inconsistent with applicable law, the Certificate, this Agreement, or its reservation of certain powers and authority to the Members as set out at Section 4.1.
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Powers of Board of Managers. 22 6.3. Duties and Obligations of the Managers . . . . . . . . . . . . . . 22 6.4. Reimbursements . . . . . . . . . . . . . . . . . . . . . . . . . . 23 6.5. Indemnification of the Managers. . . . . . . . . . . . . . . . . . 23 6.6. Officers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 6.7. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . 25
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Powers of Board of Managers. (a) In addition to the powers given to the Board of Managers by the Act and by other provisions of this Agreement, the Board of Managers shall have full power in its absolute discretion, to take any action that it considers necessary or desirable in connection with the management of the Plan and the operation of the Business, including, without limitation, the power to: (a) determine who meets the requirements to be an Eligible Member, (b) determine the number of Units to be issued to any Person and the non-economic rights and other terms and conditions related to such Units (e.g., vesting, forfeiture and otherwise), (c) exercise all of the Plan’s rights in connection with all matters related to Viant (including any action required or permitted to be taken by the Plan as a member of Viant), (d) make such further agreements, modifications and determinations with respect to the Plan, Units and all matters incident and ancillary thereto, and (e) interpret in good faith the terms of this Agreement or any Grant Agreement and resolve any factual disputes arising out of or related to the interpretation of this Agreement or any Grant Agreement, which interpretation or resolution shall be binding on the Members and the Plan. The Board of Managers shall have the authority to designate to one or more of its Managers the power to execute and deliver on behalf of the Plan all such consents, waivers, documents and agreements as it determines appropriate, in such Manager’s absolute discretion in connection with any action taken by the Board of Managers under this Agreement, and no other signature or consent shall be required on behalf of the Plan.
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Powers of Board of Managers. Without limiting the generality of Section 3.01, the Board of Managers shall have the power and authority, on behalf of the Company, to: (a) As provided in Section 3.01, to allocate all of the assets of the Company among securities (and/or other investments) to be selected by the Board of Managers in its sole and absolute discretion, including, but not limited to the right to: (i) purchase, hold and sell securities and commodities (and/or other investments) and rights therein of any kind or nature; (ii) purchase, hold, sell and otherwise deal in put and call options, monetary instruments and any combinations thereof and any other financial instruments or contracts of any nature or kind; (iii) maintain margin accounts with brokers, pledge securities for loans and, in connection with any such pledge, effect borrowings from brokers or banks in such amounts as may be determined from time to time; and (iv) transact business through brokers and dealers and other persons selected by the Board of Managers in its sole discretion, and in selecting such brokers, dealers and other persons, and determining the compensation payable to such persons, it shall seek to obtain the best execution for the Company taking into account the value of any research and brokerage services or products provided by such persons to the Board of Managers or the Company even though other persons may be able to provide transactional services (without any accompanying research or brokerage services or products) at lower rates of compensation; (b) To acquire and enter into any contract of insurance that the Board of Managers deems necessary or appropriate for the protection of the Company and the Board of Managers or for any purpose convenient or beneficial to the Company; (c) To engage in any transaction with affiliates of the Managers, including entering into and amending and restating an investment management agreement with an investment manager, subject to the restrictions in Section 3.01(b); (d) To employ persons, whether full-time or part-time, in the operation and management of the business of the Company, on such terms and for such compensation as the Board of Managers shall determine, regardless of whether or not such persons also may be employed by the Board of Managers or its affiliates; (e) To file, conduct and defend legal proceedings of any form, including proceedings against Members, and to compromise and settle any such proceedings or any claims, including claims against Member...
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Powers of Board of Managers. Except as set forth herein, the Board of Managers, acting by majority vote, shall have the full, exclusive, and complete authority to manage, direct, and control the business and affairs of the LLC, and shall have full power and authority to make, execute and deliver in the name of and on behalf of the LLC, such certificates and documents as it deems necessary or appropriate to conduct the LLC's business. Except as otherwise provided herein, the Board of Managers shall have the right pursuant to the powers provided herein to sign on behalf of and bind the LLC, and to make all decisions on its behalf.
Sample 1
Powers of Board of Managers. All management and other responsibilities not specifically reserved to the Members in this Agreement shall be vested in the Board of Managers, and the Members shall have no voting rights except as specifically provided in this - 6 - Agreement or as required by the Act. Each Manager shall devote such time to the affairs of the Company as is reasonably necessary for the performance of his/her duties hereunder. The Board of Managers shall have the right and power to manage, operate and control the Company and to do all things necessary or appropriate in furtherance thereof. Notwithstanding any provision of this Agreement to the contrary, the Board of Managers shall not authorize or direct any of the following actions without the prior written approval of the Members:
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Related to Powers of Board of Managers

  • POWERS OF MANAGERS Pursuant to Section 00-00-000 of the Act, the Managers are authorized:

  • Board of Managers Section 3.01

  • Powers of Board The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

  • Powers of the Board The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to the other provisions of this Agreement, the Board shall have the authority, on behalf of the Company, to do all things necessary or appropriate for the accomplishment of the purposes of the Company. Subject to the other provisions of this Agreement, the Board shall have full power to act for and to bind the Company to the extent provided by Delaware law.

  • Powers of Directors 28.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors.

  • Powers of Members The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the express terms of this Agreement. Except as expressly provided herein, the Members shall have no power to bind the Company and no authority to act on behalf of the Company.

  • The Board of Directors AGREES TO—

  • Meetings of the Board of Directors The Corporation shall call, and use its best efforts to have, regular meetings of the Board not less often than quarterly. The Corporation shall promptly pay all reasonable and appropriately documented travel expenses and other out-of-pocket expenses incurred by directors who are not employed by the Corporation in connection with attendance at meetings to transact the business of the Corporation or attendance at meetings of the Board or any committee thereof.

  • Parent Board of Directors The Board of Directors of Parent will take all actions necessary such that two members of Company's Board of Directors reasonably acceptable to Parent, at least one of whom is an independent director of the Company's Board of Directors, shall be appointed to Parent's Board of Directors as of the Effective Time with a term expiring at the next annual meeting of Parent's stockholders.

  • Composition of the Board of Directors Promptly upon the Share Purchase, Sub shall be entitled to designate such number of directors on the Board of Directors of the Corporation, rounded up to the next whole number, as will give Sub, subject to compliance with Section 14(f) of the Exchange Act, representation on such Board of Directors equal to at least that number of directors which equals the product of the total number of directors on the Board of Directors (giving effect to the directors elected pursuant to this sentence) multiplied by a fraction, the numerator of which shall be the number of shares of Common Stock so accepted for payment and paid for or otherwise acquired or owned by Sub or Parent and the denominator of which shall be the number of shares of Common Stock then outstanding, and the Corporation and its Board of Directors shall, at such time, take any and all such action needed to cause Sub's designees to be appointed to the Corporation's Board of Directors (including to cause directors to resign). Promptly upon the Share Purchase, Corporation and its Board of Directors shall take such further action as may be requested by Sub to cause Sub's designees to constitute at least a majority of the Board of Directors of each direct or indirect Subsidiary of the Corporation (other than Allied Bond & Collection Agency, Inc.). Subject to applicable law, the Corporation shall take all action requested by Parent which is reasonably necessary to effect any such election, including mailing to its shareholders an Information Statement containing the information required by Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder, and the Corporation agrees to make such mailing with the mailing of the Schedule 14D-9 so long as Sub shall have provided to the Corporation on a timely basis all information required to be included in such Information Statement with respect to Sub's designees. In furtherance thereof, the Corporation will increase the size of the Corporation's Board of Directors, or use its reasonable efforts to secure the resignation of directors, or both, as is necessary to permit Sub's designees to be elected to the Corporation's Board of Directors. Upon the Share Purchase (as defined in Section 1.1 hereof) all directors of the Corporation, other than Sub's designees and two directors of Corporation, and, unless otherwise agreed, all officers of the Corporation shall resign.

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