Authority of Board of Managers. Except as otherwise expressly provided in this Agreement, the Board of Managers shall have the exclusive power and authority to manage the business and affairs of the Company and to make all decisions with respect thereto. Except as otherwise expressly provided in this Agreement, the Board of Managers or Persons designated by the Board of Managers, including officers and agents appointed by the Board of Managers, shall be the only Persons authorized to execute documents which shall be binding on the Company. To the fullest extent permitted by Delaware law, the Board of Managers shall have the power to do any and all acts, statutory or otherwise, with respect to the Company which would otherwise be possessed by the Member under the laws of the State of Delaware and the Member shall have no power whatsoever with respect to the management of the business and affairs of the Company; provided, however, that the consent of the Member shall be required to effect mergers and conversions with other Persons. The power and authority granted to the Board of Managers hereunder shall include all those necessary or convenient for the furtherance of the purposes of the Company and shall include the power to make all decisions with regard to the management, operations, assets, financing and capitalization of the Company, including without limitation, the power and authority to undertake and make decisions concerning: (a) hiring and firing of employees, attorneys, accountants, brokers, investment bankers and other advisors and consultants, (b) entering into of leases for real or personal property, (c) opening of bank and other deposit accounts and operations thereunder, (d) purchasing, constructing, improving, developing and maintaining of real property, (e) purchasing of insurance, goods, supplies, equipment, materials and other personal property, (f) borrowing of money, obtaining of credit, issuance of notes, debentures, securities, equity or other interests of or in the Company and securing of the obligations undertaken in connection therewith with mortgages on and security interests in all or any portion of the real or personal property of the Company, (g) making of investments in or the acquisition of securities of any Person, (h) giving of guarantees and indemnities, (i) entering into of contracts or agreements whether in the ordinary course of business or otherwise, (j) mergers with (subject to the required consent of the Member described in the preceding sentence) o...
Authority of Board of Managers. Unless otherwise specifically stated herein, all decisions relating to the operation and management of the Company and its assets and affairs shall be made by the majority vote of the Board of Managers of the Company. The Board of Managers of the Company shall be entitled to meet and take action with respect to all matters relative to the Company and its assets.
Authority of Board of Managers. (i) Except for situations in which the approval of the Unitholders is otherwise required (including pursuant to Section 6.7), (x) the powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Board and (y) the Board may make all decisions and take all actions for the LLC not otherwise provided for in this Agreement, including the following:
Authority of Board of Managers. Except as otherwise required by the Act or other applicable law or as otherwise provided in this Agreement, the Board of Managers shall have the authority to (i) exercise all the powers and privileges granted to a limited liability company by the Act or any other law or this Agreement, together with any powers incidental thereto, so far as such powers are necessary or convenient to the conduct, promotion or attainment of the business, trade, purposes or activities of the LLC in the State of Delaware or in any other jurisdiction in which the LLC shall conduct business and (ii) take any other action not prohibited under the Act or other applicable law or this Agreement; and, except as otherwise provided in this Agreement, no Member acting in its capacity as a Member shall have any authority, power or privilege to act on behalf of or to bind the LLC.
Authority of Board of Managers. The Board of Managers, in its sole discretion, has full, complete and exclusive right, power and authority in the management and control of the Company’s business to do any and all things necessary to effectuate the purpose of the Company, except as expressly set forth in this Agreement. The members of the Board of Managers shall devote such time as is necessary to the affairs of the Company, and shall receive such compensation from the Company and such reimbursement for expenses as is permitted by this Agreement and the Bylaws. No Person dealing with the Board of Managers shall be required to determine its authority to make any undertaking on behalf of the Company or to determine any facts or circumstances bearing upon the existence of such authority. The Managers shall act only as a Board, and the individual Managers shall have no power as such in his or her capacity as a Manager. Subject to the provisions of this Agreement and the Bylaws with regard to the Board of Managers, the approval of a matter by a majority of the Managers present at a meeting at which a quorum is present shall constitute approval by the Board of Managers. In the case of a written Consent without a meeting, the approval of a matter by all of the Managers shall constitute approval by the Board of Managers.
Authority of Board of Managers. Subject to any provisions of this Agreement that require the consent or approval of the Member and any other limitations contained in this Agreement, the Board of Managers shall have the exclusive power and authority to manage the business and affairs of the Company and to make all decisions with respect thereto. Except as may be otherwise expressly provided in this Agreement or any other agreement between the Member and the Company, notwithstanding the last sentence of Section 18-402 of the Act, in no event shall the Member, in its capacity as such, have any right or authority to act for or bind the Company, and the Member in its capacity as such shall not take part in or interfere in any manner with the management of the business and affairs of the Company. To the fullest extent permitted by Delaware law, but subject to any specific provisions hereof granting rights to the Member and any other limitations contained in this Agreement, the Board of Managers shall have the power to do any and all acts, statutory or otherwise, with respect to the Company or this Agreement, that would otherwise be possessed by the Member under the laws of the State of Delaware. Subject to any provisions of this Agreement that require the consent or approval of the Member and any other limitations contained in this Agreement, the power and authority granted to the Board of Managers hereunder shall include all those necessary or convenient for the furtherance of the purposes of the Company and shall include the power to make all decisions with regard to the management, operations, assets, financing and capitalization of the Company.
Authority of Board of Managers. (i) Except for situations in which the approval of the Common Unitholders is otherwise required and except as set forth in Section 3 of the GTCR Purchase Agreement, subject to the provisions of SECTION 5.1(b)(II), (A) the powers of the LLC shall be exercised by or under the authority of, and the business and affairs of the LLC shall be managed under the direction of, the Board and (B) the Board may make all decisions and take all actions for the LLC not otherwise provided for in this Agreement, including the following:
Authority of Board of Managers. (i) Subject to the provisions of SECTION 7(b)(ii) of this Agreement, (A) 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, the board of managers (the "BOARD") and (B) the Board may make all decisions and take all actions for the Company not otherwise provided for in this Agreement, including the following:
Authority of Board of Managers. (a) The management of the Company shall be vested exclusively in the Board of Managers, and subject to the rights expressly granted to the Members under other provisions of this Agreement, the Board of Managers shall have the exclusive right, authority, and responsibility to manage and control the business, affairs and the day-to-day operations of the Company, and to make all decisions with respect thereto. Pursuant to this Article VII and subject to the other provisions of this Agreement, the Board of Managers shall have all of the rights and powers of a "manager" as provided in the Act and as otherwise provided by law.
Authority of Board of Managers. Except as otherwise provided in this Agreement or as provided by a non-waivable provision of the Act, (i) the business, property and affairs of the Company shall be managed exclusively under the direction of the Board of Managers, which may from time to time by resolution delegate authority to Officers or to others to act on behalf of the Company. Except as otherwise provided in this Agreement, the Board of Managers shall have the power and authority, on behalf of the Company, to take or authorize any actions of any kind not inconsistent with this Agreement and that the Board of Managers acting in Good Xxxxx xxxxx necessary or appropriate to carry on the business and purposes of the Company. Any such delegation of authority to an Officer in effect immediately prior to the date of this Agreement is hereby ratified and confirmed by the Company and the Board of Managers. Except as otherwise agreed by the Members, no Member, acting in his capacity as a Member, shall have any right or authority to take any action on behalf of the Company or to bind or commit the Company with respect to third parties or otherwise. Except as otherwise expressly provided in this Agreement, each Member hereby (a) specifically delegates to the Board of Managers its rights and powers to manage and control the business and affairs of the Company in accordance with the provisions in Section 18-407 of the Act, and (b) revokes its right to bind the Company, as contemplated by the provisions of Section 18-402 of the Act.
