The Managers Sample Clauses
The "The Managers" clause defines the roles, powers, and responsibilities of the individuals or entities designated as managers within an organization or agreement. Typically, this clause outlines how managers are appointed, their decision-making authority, and the scope of their duties, such as overseeing daily operations or making strategic business decisions. By clearly delineating managerial authority and obligations, the clause helps prevent disputes over control and ensures efficient governance of the entity.
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The Managers. The Managers represent and warrant to the Administrative Agent and each Lender Party as of the date of this Agreement and as of the date of each Advance made hereunder, that:
(a) no Manager Termination Event has occurred and is continuing as a result of any representation and warranty made by it in any Transaction Document (other than a Transaction Document relating solely to a Series of Notes other than the Series 2024-1 Notes) to which it is a party (including any representations and warranties made by it as a Manager) being inaccurate;
(b) to the knowledge of the U.S. Manager, the operations of the Issuer, the U.S. Manager, the U.S. Guarantors and their respective subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Issuer, the U.S. Guarantors or the U.S. Manager with respect to the Money Laundering Laws has been initiated or, to the knowledge of the Issuer, the U.S. Guarantors or the U.S. Manager, is threatened or pending;
(c) to the knowledge of the Canadian Manager, the operations of the Canadian Co-Issuer, the Canadian Manager, the Canadian Guarantors and their respective subsidiaries are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the Money Laundering Laws and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving any of the Canadian Co-Issuer, the Canadian Guarantors or the Canadian Manager with respect to the Money Laundering Laws has been initiated or, to the knowledge of the Canadian Co-Issuer, the Canadian Guarantors or the Canadian Manager, is threatened or pending;
(d) neither the U.S. Manager nor any of its subsidiaries nor, to the knowledge of the U.S. Manager, any director, officer, manager, member, agent, employee or affiliate of any of the Issuer, the U.S. Manager or the U.S. Guarantors or any of their respective subsidiaries is currently subject to any U.S. sanctions administered by the OFAC; and the U.S. Manager will not directly or to its knowledge indirectly use the proceeds of any Borrowing under the Series 2024-1 Notes, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or en...
The Managers. The Company has appointed Fearnley Securities AS as global coordinator and joint bookrunner, and Clarksons Securities AS as joint bookrunner (collectively referred to as the “Managers”) in the Offering.
The Managers. Save as disclosed by the Warrantor in his Managers’ Questionnaires:
7.2.1 there are no existing contracts or arrangements to which the Company or any Subsidiary is a party and in which he and/or any person who is a connected person with him is interested;
7.2.2 he is neither alone or jointly with or as manager, adviser, consultant, agent or employee of any person directly or indirectly engaged in any business other than that of the Company and its Subsidiaries;
7.2.3 he is not concerned or interested in any way in any business competing with that carried on by the Company or any Subsidiary or the business of any supplier or customer of the Company or any Subsidiary; and
7.2.4 he has never been charged with or convicted of any criminal offence other than a road traffic offence (except one for which a custodial sentence, whether suspended or not, was imposed) nor have bankruptcy or any analogous proceedings been brought or threatened in respect of him, and he is not aware of any facts or matters which they believe might give rise to any such criminal or bankruptcy proceedings.
The Managers. The business and affairs of the Company shall be managed by the Managers on behalf of the Company, who collectively shall comprise the Board of Managers. All management decisions shall be made by the Managers. Managers may also be officers of the Company. The number of Managers constituting the entire Board of Managers initially shall be set at three (3). The number of Managers may be changed from time to time by resolution of the Board of Managers. The Managers shall possess all rights and powers generally conferred by law and all rights and powers that are necessary, advisable or consistent in connection therewith and with the provisions of this Amended and Restated Agreement. A majority vote of the Board of Managers shall bind all of the Managers. The Managers shall also be vested with all specific rights and powers required for or appropriate to the management, conduct or operation of the business of the Company.
The Managers. 11.1 Covenant Not to Withdraw, Transfer, or Dissolve. Except as otherwise permitted by this Agreement, the Managers will not to (a) exercise any power under the Act to dissolve the Company or (b) transfer all or any portion of their interests in the Company as Managers.
The Managers. 7 Section 7.1
The Managers. The Company shall not as a result of any action taken by the Global Coordinator under this Section 12 be obliged to sell to the Managers any shares of Common Stock in excess of the number of Offered Shares to be sold as set forth in Section 1 of this Agreement.
The Managers. The Managers shall be the Persons named as such in Section 2.7 (in such capacity, the “Manager” pursuant to Section 13.1-1024 of the Act). The term of a Manager shall continue until a successor is duly elected, unless the Manager is sooner removed by or as a result of the earliest to occur of: (i) the direction of Members entitled to elect such Manager in accordance with Section 4.3 hereof to remove such Manager; (ii) operation of law; (iii) an order or decree of any court of competent jurisdiction; or (iv) voluntary resignation or death.
The Managers. (a) Except as provided herein, the full, exclusive and complete discretion in the management and control of the business and affairs of the Company shall be vested in the “Managers.” The Managers, who may but need not be Persons other than the Member, shall be considered “managers” as that term is used in the TBOC.
(b) The number of Managers shall be fixed, and the Persons to serve as Managers shall be designated, by the Member from time to time. The initial number of Managers as designated by the Member shall be one, and the initial Manager as designated by the Member is ▇▇▇▇▇▇▇ ▇.
The Managers. ▇▇. ▇▇▇▇▇▇▇ Miguez Lourido, may exercise the following faculties: a) Jointly and severally, anyone of them, those included in epigraphs ...