Common use of Powers of Members Clause in Contracts

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. The approval or consent of the Members shall not be required in order to authorize the taking of any action by the Company unless and then only to the extent that (a) this Agreement shall expressly provide therefor, (b) such approval or consent shall be required by non-waivable provisions of the Delaware Act or (c) the Board shall have determined in its sole discretion that obtaining such approval or consent would be appropriate or desirable. The Members, as such, shall have no power to bind the Company.

Appears in 10 contracts

Samples: Limited Liability Company Agreement (CVR Energy Inc), Limited Liability Company Agreement (Auto Disposal of Memphis, Inc.), Limited Liability Company Agreement (CVR Energy Inc)

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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. The approval or consent of the Members shall not be required in order to authorize the taking of any action by the Company Company, unless and then only to the extent that (ai) this Agreement shall expressly provide therefor, (bii) such approval or consent shall be required by non-waivable provisions any provision of the Delaware Act that by its terms may not be waived or (ciii) the Board Managing Member shall have determined in its sole discretion determine that obtaining such approval or consent would be appropriate or desirable. The Service Members, as such, shall have no power to bind the Company.

Appears in 3 contracts

Samples: Limited Liability Company Agreement (Warner Music Group Corp.), Limited Liability Company Agreement (Warner Music Group Corp.), Limited Liability Company Agreement (Warner Music Group Corp.)

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. The approval or consent of the Members shall not be required in order to authorize the taking of any action by the Company unless and then only to the extent that (a) this Agreement shall expressly provide therefor, (b) such approval or consent shall be required by non-waivable provisions of the Delaware Act (or by waivable provisions that have not been waived) or (c) the Board shall have determined in its sole discretion that obtaining such approval or consent would be appropriate or desirable. The Members, as such, shall have no power right or authority to act for or bind the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (BankUnited, Inc.), Limited Liability Company Agreement (BankUnited, Inc.)

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. The approval or consent of the Members shall not be required in order to authorize the taking of any action by the Company unless and then only to the extent that (ai) this Agreement shall expressly provide therefor, (bii) such approval or consent shall be required by non-waivable provisions of the Delaware Xxxxxxxx Islands Act or (ciii) the Board shall have determined in its sole discretion determine that obtaining such approval or consent would be appropriate or desirable. The Members, as such, shall have no power to bind the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Eagle Bulk Shipping Inc.), Limited Liability Company Agreement (Eagle Bulk Shipping Inc.)

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. The approval or consent of the Members shall not be required in order to authorize the taking of any action by the Company unless and then only to the extent that (ai) this Agreement shall expressly provide therefor, (bii) such approval or consent shall be required by non-waivable provisions of the Delaware Act or (ciii) the Board Managing Members shall have determined in its sole discretion determine that obtaining such approval or consent would be appropriate or desirable. The Members, as such, shall have no power to bind the Company.

Appears in 2 contracts

Samples: Limited Liability Company Agreement (Dresser-Rand Group Inc.), Limited Liability Company Agreement (Dresser-Rand Group Inc.)

Powers of Members. The Members shall have the power to exercise any and all rights or powers granted to the Members pursuant to the Delaware Act and the express terms of this Agreement. The approval or consent of the Members shall not be required in order to authorize the taking of any action by the Company unless and then only to the extent that (a) this Agreement shall expressly provide therefor, (b) such approval or consent shall be required by non-waivable provisions of the Delaware Act or (c) the Board shall have determined in its sole discretion that obtaining such approval or consent would be appropriate or desirable. The Members, as such, shall have no power to bind the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (South Texas Supply Company, Inc.)

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. The approval or consent of the Members shall not be required in order to authorize the taking of any action by the Company unless and then only to the extent that (ai) this Agreement shall expressly provide therefor, (bii) such approval or consent shall be required by non-waivable provisions of the Delaware Mxxxxxxx Islands Act or (ciii) the Board shall have determined in its sole discretion determine that obtaining such approval or consent would be appropriate or desirable. The Members, as such, shall have no power to bind the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Eagle Bulk Shipping Inc.)

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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. The approval or consent of the Members shall not be required in order to authorize the taking of any action by the Company unless and then only to the extent that (ai) this Agreement shall expressly provide therefor, (bii) such approval or consent shall be required by non-waivable provisions of the Delaware Marshaxx Xxxxxds Act or (ciii) the Board shall have determined in its sole discretion determine that obtaining such approval or consent would be appropriate or desirable. The Members, as such, shall have no power to bind the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Eagle Bulk Shipping Inc.)

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. The approval or consent of the Members shall not be required in order to authorize the taking of 1002489107v2 any action by the Company Company, unless and then only to the extent that (ai) this Agreement shall expressly provide therefor, (bii) such approval or consent shall be required by non-waivable provisions any provision of the Delaware Act that by its terms may not be waived or (ciii) the Board Managing Member shall have determined in its sole discretion determine that obtaining such approval or consent would be appropriate or desirable. The Service Members, as such, shall have no power to bind the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Warner Music Group Corp.)

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. The approval or consent of the Members shall not be required in order to authorize the taking of any action by the Company unless and then only to the extent that (ai) this Agreement shall expressly provide therefor, (bii) such approval or consent shall be required by non-waivable provisions of the Delaware Marshall Islands Act or (ciii) the Board shall have determined in its sole discretion determine that obtaining such approval obtaininx xxxx xpproval or consent would be appropriate or desirable. The Members, as such, shall have no power to bind the Company.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Eagle Bulk Shipping Inc.)

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