Management Generally. Except as otherwise expressly provided in this Agreement with respect to the Managing Member, the business and affairs of the Company shall be managed under the direction of the board of directors of the Company (the “Lazard Board”). In addition to the powers and authorities by this Agreement expressly conferred upon them, the Lazard Board may exercise all such powers of the Company and do all such lawful acts and things as are not by the Act or by this Agreement required to be exercised or done by the Members or the Managing Member. Certain powers and authorities of the Lazard Board may be concurrently allocated to or executed by the Chief Executive Officer, or one or more other officers, when and to the extent expressly delegated thereto by the Lazard Board in accordance with this Agreement; provided, that, subject to the provisions of Section 3.02, any such delegation may be revoked at any time and for any reason by the Lazard Board. Approval by or action taken by the Lazard Board in accordance with this Agreement shall constitute approval or action by the Company and shall be binding on the Members. Each Director on the Lazard Board shall be a “manager” of the Company within the meaning of the Act.
Appears in 4 contracts
Samples: Operating Agreement, Operating Agreement (Lazard LTD), Operating Agreement (Lazard LTD)
Management Generally. Except as otherwise expressly provided in this Agreement with respect to the Managing MemberMembers, the business and affairs of the Company shall be managed under the direction of the board of directors of the Company (the [[6065250]] “Lazard Board”). In addition to the powers and authorities by this Agreement expressly conferred upon them, the Lazard Board may exercise all such powers of the Company and do all such lawful acts and things as are not by the Act or by this Agreement required to be exercised or done by the Members or the Managing MemberMembers. Certain powers and authorities of the Lazard Board may be concurrently allocated to or executed by the Chief Executive Officer, or one or more other officers, when and to the extent expressly delegated thereto by the Lazard Board in accordance with this Agreement; provided, that, subject to the provisions of Section 3.02, provided that any such delegation may be revoked at any time and for any reason by the Lazard Board. Approval by or action taken by the Lazard Board in accordance with this Agreement shall constitute approval or action by the Company and shall be binding on the Members. Each Director on the Lazard Board shall be a “manager” of the Company within the meaning of the Act.
Appears in 2 contracts
Samples: Operating Agreement (Lazard Group LLC), Operating Agreement (Lazard LTD)
Management Generally. Except as otherwise expressly provided in this Agreement with respect to the Managing MemberMembers, the business and affairs of the Company shall be managed under the direction of the board of directors of the Company (the “Lazard Board”). In addition to the powers and authorities by this Agreement expressly conferred upon them, the Lazard Board may exercise all such powers of the Company and do all such lawful acts and things as are not by the Act or by this Agreement required to be exercised or done by the Members or the Managing MemberMembers. Certain powers and authorities of the Lazard Board may be concurrently allocated to or executed by the Chief Executive Officer, or one or more other officers, when and to the extent expressly delegated thereto by the Lazard Board in accordance with this Agreement; provided, that, subject to the provisions of Section 3.02, provided that any such delegation may be revoked at any time and for any reason by the Lazard Board. Approval by or action taken by the Lazard Board in accordance with this Agreement shall constitute approval or action by the Company and shall be binding on the Members. Each Director on the Lazard Board shall be a “manager” of the Company within the meaning of the Act.
Appears in 2 contracts
Samples: Operating Agreement (Lazard LTD), Operating Agreement (Lazard Group LLC)
Management Generally. Except as otherwise expressly provided in this Agreement with respect to the Managing MemberMembers, the business and affairs of the Company shall be managed under the direction of the board of directors of the Company (the “Lazard Board”). In addition to the powers and authorities by this Agreement expressly conferred upon them, the Lazard Board may exercise all such powers of the Company and do all such lawful acts and things as are not by the Act or by this Agreement required to be exercised or done by the Members or the Managing MemberMembers. Certain powers and authorities of the Lazard Board may be concurrently allocated to or executed by the Chief Executive Officer, or one or more other officers, when and to the extent expressly delegated thereto by the Lazard Board in accordance with this Agreement; provided, that, subject to the provisions of Section 3.02, provided that any such delegation may be revoked at any time and for any reason by the Lazard Board. Approval by or action taken by the Lazard Board in accordance with this Agreement shall constitute approval or action by the Company and shall be binding on the Members. Each Director on the Lazard Board shall be a “manager” of the Company within the meaning of the Act.
Appears in 1 contract
Samples: Operating Agreement (Lazard LTD)