Power and Authority of Board Sample Clauses

Power and Authority of Board. (a) The Company shall be managed by a Board of Managers (the “Board”). The Company shall initially have three (3) managers (each, a “Manager” and, collectively, the “Managers”).
Sample 1Sample 2Sample 3See All (12)
AutoNDA by SimpleDocs
Power and Authority of Board. (a) The Company shall be managed by a Board of Managers (“Board” or “Board of Managers”). The Company shall initially have five (5) managers (each, a “Manager” and, collectively, the “Managers”) and the Managers serving on the Board shall be appointed and removed by a Majority Interest of the Members, subject to the terms of the Voting and Transfer Restriction Agreement. The Managers making up the initial Board shall be Xxxxxxx Xxxx, Xxx Xxxxxx, Xxxxx Xxxxxxxxx, Xxxxx X. Xxxxx and Xxxx X. Xxxxx. Except as otherwise expressly provided in Section 5.4 and elsewhere in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in the Board, and the Members shall have no right of control over the business and affairs of the Company. In addition to the powers now or hereafter granted to managers under the Act or which are granted to the Board under any other provision of this Agreement, the Board shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Company in the name of the Company.
Sample 1Sample 2Sample 3See All (8)
Power and Authority of Board. (a) The Company shall be managed by a Board of Managers (“Board” or “Board of Managers”). The Company shall initially have seven managers (each, a “Manager” and, collectively, the “Managers”) and the Managers serving on the Board shall be appointed and removed by a Majority Interest of the Members, subject to the terms of the Voting and Transfer Restriction Agreement. The Managers making up the initial Board shall be Xxxxxxx X. Xxxxx, Xxxxxx X. Xxxx, Xxxxx XxXxxxx, Xxxx Xxxxx, Xxxxx X. Xxxxx and Xxx Xxxxx. Except as otherwise expressly provided in Section 5.4 and elsewhere in this Agreement, all management powers over the business and affairs of the Company shall be exclusively vested in the Board, and the Members shall have no right of control over the business and affairs of the Company. In addition to the powers now or hereafter granted to managers under the Act or which are granted to the Board under any other provision of this Agreement, the Board shall have full power and authority to do all things deemed necessary or desirable by it to conduct the business of the Company in the name of the Company. In connection with the foregoing and otherwise, the Company (and the officers, employees, and agents acting on behalf of the Company) shall not, either acting on its own behalf or when acting as controlling equityholder of any of its Subsidiaries (and the officers, employees, and agents acting on the Company’s behalf in such capacity) shall not permit such Subsidiaries to, take any actions with respect to the Company or such Subsidiaries without the affirmative vote of at least a majority of the Board at a regular meeting or a special meeting called for the purpose, or by written consent.
Sample 1Sample 2Sample 3See All (6)
Power and Authority of Board. (a) The Company shall be managed by a board of managers (the “Board”) consisting of four managers (each, a “Manager” and collectively, the “Managers”). Managers need not be Members. As of the Effective Date, the Managers are Xxxxx X. Xxxxxxx, Xxxx Xxxxx, Xxxx XxXxx, and Xxxx X. Xxxxx. After the Date of this Agreement, the Managers may be removed, or a vacancy on the Board filled, by vote of a Majority Interest of the Class C Members; provided, however, Xx. Xxxxx may not be so removed until the later of: (i) the date Xxxxx no longer serves on the Board of Directors of CORR, and (ii) the date the Xxxxx Members no longer hold at least 25% of the Units owned by the Xxxxx Members on the date of this Agreement.
Sample 1Sample 2
Power and Authority of Board. The business and affairs of the Company shall be managed by its board of Directors (the “Board”), acting, collectively, as managers of the Company within the meaning of the NYLLCL. Except as otherwise specifically provided in this Agreement, the authority and functions of the Board, on the one hand, and of the officers, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the NYBCL. In addition to the powers that now or hereafter can be granted to managers under the NYLLCL and to all other powers granted under any other provision of this Agreement, the Board may exercise all such powers of the Company and shall have full power and authority to do, and to direct the officers to do, all such lawful acts and things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company.
Sample 1
Power and Authority of Board. Except as otherwise expressly provided herein, the Board shall have the power and authority, for and on behalf of the Company and each Series, and in their respective names, to do all things that, in its sole discretion, it deems incidental, necessary, advisable or appropriate to carry out and implement the purposes and powers of the Company and each Series. Without limiting the foregoing, subject to the provisions of Sections 3.6 and 3.15, the Board will specifically have the power and authority to cause the Company or any Series, where applicable, (i) to take all actions, under the governing documents of any Holdco Vehicle or otherwise, that the Board determines in its discretion to be incidental, necessary, advisable, desirable or appropriate in its capacity as the general partner, managing member or manager of, or a person in another controlling capacity with respect to, any Holdco Vehicle, (ii) to oversee the management of each Holdco Vehicle and other entities involved in making Investments managed by the Company acting on behalf of the Onshore Series, (iii) to oversee the strategy and the budget and business plan of each Series, (iv) to approve transactions entered into by the Company or any Series, (v) to enter into contracts with the Air T Member, Contrail and their respective Affiliates, including, without limitation, the Servicing Agreement and Management Agreements, and modifying the terms thereof, (vi) to administer the budget, document and credit review, finance, accounting, basic underwriting and transaction approval, (vii) to oversee relations with investors and prospective investors in any Holdco Vehicle or other investment vehicle managed by the Company acting on behalf of the Onshore Series, (viii) to manage and oversee investment criteria and risk management, and (ix) to oversee legal and tax analysis.
Sample 1

Related to Power and Authority of Board

  • Power and Authority of General Partner Subject to the Consent of the Special Limited Partner or the consent of the Limited Partner where required by this Agreement, and subject to the other limitations and restrictions included in this Agreement, the General Partner shall have complete and exclusive control over the management of the Partnership business and affairs, and shall have the right, power and authority, on behalf of the Partnership, and in its name, to exercise all of the rights, powers and authority of a partner of a partnership without limited partners. If there is more than one General Partner, all acts, decisions or consents of the General Partners shall require the concurrence of all of the General Partners. No actions taken without the authorization of all the General Partners shall be deemed valid actions taken by the General Partners pursuant to this Agreement. No Limited Partner or Special Limited Partner (except one who may also be a General Partner, and then only in its capacity as General Partner within the scope of its authority hereunder) shall have any right to be active in the management of the Partnership's business or investments or to exercise any control thereover, nor have the right to bind the Partnership in any contract, agreement, promise or undertaking, or to act in any way whatsoever with respect to the control or conduct of the business of the Partnership, except as otherwise specifically provided in this Agreement.

  • Existence, Power and Authority If not a natural person, the Borrower is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. The Borrower is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and to perform all of the other terms and provisions of the Loan Documents.

  • Full Power and Authority Buyer represents that it has full power and authority to enter into this Agreement.

  • Power and Authority The Servicer has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement have been duly authorized by the Servicer by all necessary corporate action.

  • Legal Power and Authority It has all necessary power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. It is an entity duly organized, validly existing and in good standing under the laws its jurisdiction of organization.

  • Requisite Power and Authority Such Subscriber has all necessary power and authority under all applicable provisions of law to execute and deliver this Subscription Agreement and other agreements required hereunder and to carry out their provisions. All action on Subscriber’s part required for the lawful execution and delivery of this Subscription Agreement and other agreements required hereunder have been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Subscription Agreement and other agreements required hereunder will be valid and binding obligations of Subscriber, enforceable in accordance with their terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) as limited by general principles of equity that restrict the availability of equitable remedies.

  • Corporate Power and Authority Each Borrower has all requisite corporate power and authority to enter into this Amendment and to carry out the transactions contemplated by, and perform its obligations under, the Credit Agreement as amended by this Amendment (the "AMENDED AGREEMENT").

  • Incorporation; Power and Authority Buyer is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization, with all necessary power and authority to execute, deliver and perform this Agreement.

  • Company Power and Authority Each Credit Party has the Company power and authority to execute, deliver and carry out the terms and provisions of the Documents to which it is a party and has taken all necessary Company action to authorize the execution, delivery and performance of the Documents to which it is a party. Each Credit Party has duly executed and delivered each Document to which it is a party and each such Document constitutes the legal, valid and binding obligation of such Credit Party enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws generally affecting creditors' rights and by equitable principles (regardless of whether enforcement is sought in equity or at law).

  • Power and Authorization The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation, and has the power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the Exchange contemplated hereby.

Time is Money Join Law Insider Premium to draft better contracts faster.