XXXXXX Powers Sample Clauses

XXXXXX Powers. 2 Section 2.Quorum and Required Vote..........................2 Section 3.Shareholder Action by Written Consent Without a Meeting.........................................2 Section 4.Record Dates......................................2
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XXXXXX Powers. The Shareholders shall have power to vote only (i) for the election of Directors as provided in Article III, Sections 3.01 and 3.02 hereof, (ii) for the removal of Directors as provided in Article III, Section 3.03 hereof, (iii) with respect to any investment advisory or management contract as provided in Article VI, Sections 6.01 and 6.05 hereof, and (iv) with respect to such additional matters relating to the Company as may be required by law, by this Agreement, or the Bylaws or any registration of the Company with the Commission or any state, or as the Directors may consider desirable. On any matter submitted to a vote of the Shareholders, all Shares shall be voted separately by individual Series, except (i) when required by the 1940 Act, Shares shall be voted in the aggregate and not by individual Series; (ii) as specifically provided in this Agreement, and (iii) when the Directors have determined that the matter affects the interests of more than one Series, then the Shareholders of all such Series shall be entitled to vote thereon. The Directors may also determine that a matter affects only the interests of one or more Classes of a Series, in which case any such matter shall be voted on only by such Class or Classes. A Shareholder of each Series shall be entitled to one vote for each dollar of net asset value (number of Shares owned multiplied by the net asset value per Share) of such Series on any matter on which such Shareholder is entitled to vote and each fractional dollar amount shall be entitled to a fractional dollar vote. There shall be no cumulative voting in the election of Directors. Shares may be voted in person or by proxy or in any manner provided for in the Bylaws. A proxy may be given in writing. The Bylaws may provide that proxies may also, or may instead, be given by any electronic or telecommunications device or in any other manner. Notwithstanding anything else herein or in the Bylaws, in the event a proposal by anyone other than the officers or Directors of the Company is submitted to a vote of the Shareholders of the Company or one or more Series or Classes of the Company, or in the event of any proxy contest or proxy solicitation or proposal in opposition to any proposal by the officers or Directors of the Company, Shares may be voted only in person or by written proxy. Until Shares are issued, the Directors may exercise all rights of Shareholders and may take any action required or permitted by law or this Agreement (including...
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XXXXXX Powers. Each Participating District shall have one vote on the Governing Board. The alternate Representative may vote at meetings of the Governing Board in the absence of the Participating District’s Representative. In the event that both the Representative and the alternate Representative are absent, an official alternate selected by the Participating District’s governing board may serve as the Representative with all normal voting privileges. At least two Representatives and or alternate Representatives must be present to constitute a quorum for transacting business. A majority vote of the Governing Board shall be required to transact the business of the Governing Board. As additional Participating Districts become parties to this Agreement, the majority vote and membership determination shall be adjusted accordingly. At the end of the first year of operation, the voting procedure will be reviewed by the Participating Districts and in the future may, at the discretion of the Governing Board, be reviewed annually.
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Related to XXXXXX Powers

  • INVESTMENT POWERS Pursuant to Section 10.03[F] of the Plan, the aggregate investments in qualifying Employer securities and in qualifying Employer real property: (Choose (a) or (b))

  • Statutory Powers For the purposes of all powers implied by statute the Secured Obligations shall be deemed to have become due and payable on the date of this Assignment.

  • Specific Powers The Member is authorized on the Company’s behalf to make all decisions as to (i) the sale, lease or other disposition of the Company’s assets; (ii) the purchase or other acquisition of other assets of all kinds; (iii) the management of all or any part of the Company’s assets and business; (iv) the borrowing of money and the granting of security interests in the Company’s assets (including loans from the Member); (v) the repayment, refinancing or extension of any mortgage affecting the Company’s assets; (vi) the compromise or release of any of the Company’s claims or debts; (vii) the payment of pensions and the establishment of pension plans, pension trusts, profit sharing plans, and benefit and incentive plans for the Member and the Company’s employees; (viii) the making of donations to the public welfare or for religious, charitable, scientific, literary or education purposes; (ix) the purchase of insurance on the life of any employee of the Member or the Company; (x) the participation in partnerships, joint ventures or other associations of any kind with any Person or Persons; and (xi) the making of all elections available to the Company under any federal or state tax law or regulations.

  • General Powers The business and affairs of the Company shall be managed by or under the direction of a board of managers (the “Board of Managers”), which may exercise all such powers of the Company and perform all such lawful acts and things as are not by the Act, the Certificate or Articles of Formation or this Agreement directed or required to be exercised or performed by the Member.

  • Purpose; Powers The nature of the business or purposes to be conducted or promoted by the Company is to engage in any lawful act or activity for which limited liability companies may be formed under the Act. The Company shall have the power and authority to take any and all actions and engage in any and all activities necessary, appropriate, desirable, advisable, ancillary or incidental to the accomplishment of the foregoing purpose.

  • Additional Powers The Trustees shall have the power and authority on behalf of the Trust:

  • Organization; Corporate Powers The Borrower and each of its Subsidiaries (i) is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business and is in good standing under the laws of each jurisdiction in which failure to be so qualified and in good standing could not reasonably be expected to have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own, operate and encumber its property and to conduct its business as presently conducted and as proposed to be conducted.

  • Board Powers The business and affairs of the Corporation shall be managed by, or under the direction of, the Board. In addition to the powers and authority expressly conferred upon the Board by statute, this Amended and Restated Certificate or the Bylaws of the Corporation then in effect (the “Bylaws”), the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation, subject, nevertheless, to the provisions of the DGCL, this Amended and Restated Certificate, and any Bylaws adopted by the stockholders of the Corporation; provided, however, that no Bylaws hereafter adopted by the stockholders of the Corporation shall invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.

  • Appointment; Powers Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, together with such actions and powers as are reasonably incidental thereto.

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