Authority of Board of Managers Clause Samples

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. (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: (A) entering into, making and performing contracts, agreements and other undertakings binding the LLC that may be necessary, appropriate or advisable in furtherance of the purposes of the LLC and making all decisions and waivers thereunder; (B) maintaining the assets of the LLC in good order; (C) collecting sums due the LLC; (D) opening and maintaining bank and investment accounts and arrangements, drawing checks and other orders for the payment of money and designating individuals with authority to sign or give instructions with respect to those accounts and arrangements; (E) to the extent that funds of the LLC are available therefor, paying debts and obligations of the LLC; (F) acquiring, utilizing for LLC purposes and disposing of any asset of the LLC; (G) hiring and employing executives, Officers, supervisors and other personnel; (H) selecting, removing and changing the authority and responsibility of lawyers, accountants and other advisers and consultants; (I) entering into guaranties on behalf of the LLC's Subsidiaries; (J) obtaining insurance for the LLC; (K) determining Distributions of cash and other property of the LLC as provided in ARTICLE IV; (L) establishing reserves for commitments and obligations (contingent or otherwise) of the LLC; and (M) establishing a seal for the LLC. (ii) The Board may act (A) by resolutions adopted at a meeting and by written consents pursuant to SECTION 5.3, (B) by delegating power and authority to committees pursuant to SECTION 5.4, and (C) by delegating power and authority to any Officer pursuant to SECTION 5.5(a). (iii) Each Unitholder acknowledges and agrees that no Manager shall, as a result of being a Manager (as such), be bound to devote all of his business time to the affairs of the LLC, and that he and his Affiliates do and will continue to engage for their own account and for the accounts of others in other business ventures.

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. Except as otherwise expressly provided in this Agreement, the Board of Managers will have the exclusive power and authority to manage and conduct the business and affairs of the Company and its Subsidiaries 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, will be the only Persons authorized to enter into obligations, make arrangements or execute documents which will be binding on the Company or its Subsidiaries. To the fullest extent permitted by Nevada law, but subject to any specific provisions hereof granting rights to Members, the Board of Managers will have the power to perform any acts, statutory or otherwise, with respect to the Company, its Subsidiaries, or this Agreement, which would otherwise be possessed by the Members under Nevada law, and the Members will have no power whatsoever with respect to the management of the business and affairs of the Company or its Subsidiaries. As permitted by Sections 86.296(1), 86.296(2), 86.326(2), 86.326(2)(b), 86.491 and 86.491(3) of the Act, the power and authority granted to the Board of Managers hereunder will include all those necessary, convenient or incidental for the accomplishment of the purposes of the Company and its Subsidiaries and the exercise of the powers of the Company and its Subsidiaries set forth in Section 2.6 above and will include the power to make all decisions with regard to the management, operations, activities, Properties, assets, financing and capitalization of the Company and its Subsidiaries, including the power and authority to undertake and make decisions concerning: (a) making any decision to authorize and require a Capital Contribution, (b) approval of the annual Program and Budget and any amendment thereto, (c) issuing any new or additional class of Units, (d) authorizing and making any Distribution, (e) commissioning any Feasibility Study or 43-101 Report, (f) hiring and terminating the employment or service, as applicable, of employees, attorneys, accountants, brokers, investment bankers and other advisors and consultants, and entering into employment agreements, equity incentive agreements and other agreements with respect thereto, (g) opening bank and other deposit accounts and operations thereunder, (h) borrowing money, obtaining credit, issuing notes, debentures, securities, equit...

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 ▇▇▇▇▇ ▇▇▇▇▇ 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.

Authority of Board of Managers. Except for situations in which the approval of the Unitholders or any specific Unitholder is required by the terms of this Agreement or the Securityholders Agreement and subject to the provisions of this Section 5.1(b), (i) the Board shall conduct, direct and exercise full control over all activities of the Company, (ii) all management powers over the business and affairs of the Company shall be vested in the Board and (iii) the Board shall have the power to bind or take any action on behalf of the Company, or to exercise in its sole discretion any rights and powers (including the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments, or other decisions) granted to the Board or the Company under this Agreement, or any other agreement, instrument, or other document to which the Company is a party or by virtue of its holding the equity interests of any Subsidiary thereof. The Board shall be the “manager” of the Company for the purposes of the Delaware Act.

Authority of Board of Managers. The management of the Company shall be vested in a Board consisting of one or more manager. The Board will initially have four managers. A manager of the Board need not be a Member. Except as reserved to the Members pursuant to the LLC Act or this Agreement, all decisions concerning the operation of the Company shall be made by the Board.