Authority of the Board of Managers Clause Samples

Authority of the Board of Managers. All decisions, interpretations and other actions of the Board of Managers and/or any committee designated by the Board of Managers, shall be final and binding on the Grantee and other persons deriving their rights from the Grantee. Without limiting the generality of the foregoing, the Board of Managers and/or any committee designated by the Board of Managers may, in its sole discretion, clarify, construe or resolve any ambiguity in any provision of this Agreement, accelerate vesting, or waive any terms or conditions applicable to any Incentive Units.

Authority of the Board of Managers. Except as otherwise required by the Act or this Agreement, the business and affairs of the Company shall be managed by or under the authority of the Board of Managers. The Board of Managers shall take action only at a meeting of the Board of Managers or by written action as provided in this Article 6.

Authority of the Board of Managers. (a) Except as specifically reserved to the Members in this Agreement or as provided by applicable law, the Board of Managers has all power and authority to manage, and direct the management of, the business and affairs of the Company in the ordinary course of its business. Approval by or action taken by the Board of Managers in accordance with this Agreement is the approval or action of the Company and is binding on each Member. (b) The Board of Managers may delegate to the Officers, other employees and agents of the Company the authority to conduct the business of the Company in the ordinary course, in accordance with this Agreement and any policy of delegation which may be adopted and revised from time to time by the Board of Managers. Any power not delegated by the Board of Managers remains with the Board of Managers.

Authority of the Board of Managers. (a) The Board of Managers has all power and authority to manage, and direct the management of, the business and affairs of the Company, both ordinary and extraordinary. (b) The Board will act only as a body, and no Manager will have any power to bind the Company or authorize any action, except as a part of the Board. (c) The Board of Managers may delegate to officers, other employees, professional managers and agents of the Company the authority to conduct the business of the Company in the ordinary course in accordance with this Agreement and any policy of delegation, which may be adopted and revised from time to time by the Board of Managers.

Authority of the Board of Managers. (i) Except as otherwise provided herein, the Board of Managers, acting as a group, shall have the sole authority to manage and control the business, affairs and properties of the Company, and is authorized to approve any contracts, enter into any transactions, and make or obtain any commitments on behalf of the Company to conduct or further the Company's business. Each Manager shall have one (1) vote in all Board decisions. Notwithstanding the foregoing, the following actions shall require the consent of the Member: (1) Subject to Section 4 hereof, the termination, liquidation, or dissolution of the Company. (2) The transfer, sale or other disposition of all or substantially all of the assets of the Company in a single transaction or series of transactions. (3) A merger or consolidation of the Company. (ii) The Board of Managers may designate one or more committees of Managers as may be deemed desirable by the Board and may delegate to such committees any of the Board's responsibilities and authority. Vacancies in the membership of any committee shall be filled by the Board of Managers at a regular or special meeting. Any such committee shall have and exercise the authority of the Board of Managers in the management of the business affairs of the Company. The resolution establishing a committee shall set forth the duties and authority of the committee, its size, its members and its chairperson, or a method by which they are determined, its frequency of meeting, and its duration. The committee or committees designated shall keep regular minutes of its proceedings and report the same to the Board when required. The foregoing provision does not alter or waive any duty that a Manager may have to the Company concerning the Manager's exercise of management authority. (iii) Each Manager must discharge his or her duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner which the Manager reasonably believes to be in the best interests of the Company. A Manager may rely on information received from other persons if that reliance is reasonable and consistent with the Manager's duties.

Authority of the Board of Managers. Unless otherwise provided for in this Agreement, the Board, by its own action or by action of a subcommittee of the Board, but not by delegation to officers or other employees of the Company, shall, in addition to any other power granted to it in this Agreement, have the right, power and authority to take the following actions and no such action will be taken without the Unanimous Approval of the Board: (a) making overall policy decisions with respect to the business and affairs of the Company; (b) approving the annual budget and strategic plan for the Company, and the annual marketing plan for the Company, and any material amendments and supplements thereto; (c) approving any contract, agreement and commitment with a value in excess of $25,000 or a non-cancellable term longer than six (6) months (or a group of related contracts, agreements and commitments with an aggregate value in excess of $25,000); (d) approving the choice of bank depositories, and approving arrangements relating to signatories on bank accounts; (e) approving the choice of the Company's attorneys, independent accountants, and any other consultants, including but not limited to market consultants, leasing agents, management agents, and advertising and public relations agents, where it is contemplated that such consultants will provide services with a value in excess of $25,000, or for a period longer than six (6) months; (f) approving all contracts that are proposed to be entered into between the Company and any Member or affiliate of a Member, including any lending arrangements between the Company and any Member; (g) approving any change of the Company's fiscal year; (h) approving all distributions to the Members; (i) approving the conveyance, sale, transfer, assignment, pledge, encumbrance, or disposal of, or the granting of a security interest in, any assets of the Company; (j) approving the conversion of the Company into another entity or its merger or consolidation with another Person; (k) approving the acquisition of any business or a business division from any person whether by asset purchase, stock purchase, merger or other business combination; (l) approving the transfer of any assets of the Company, or any interest therein, other than in the ordinary course of business, the fair market value of which may reasonably be expected to exceed $10,000; (m) the incurring of indebtedness by the Company or the loaning of any sum or any other extension of credit, other than trade receiva...

Authority of the Board of Managers. (a) The Board shall, subject to provisions of this Agreement, and except for matters or decisions requiring Member approval under the Act, have full and complete discretion and authority to manage and control (and, as provided in this Agreement, delegate the management or control of) the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company as set forth herein. The Board, acting as a body pursuant to this Agreement, shall constitute a “manager” for purposes of the Act, and the actions of the Board taken in accordance with the provisions of this Agreement shall bind the Company. (b) The Board will act only as a body, and no Board Representative will have any power to bind the Company or authorize any action, except as a part of the Board. (c) The Board of Managers may delegate to the Officers, other employees, committees, professional managers and agents of the Company the authority to conduct the business of the Company in the ordinary course in accordance with this Agreement and any policy of delegation, which may be adopted and revised from time to time by the Board of Managers by a Super Majority Vote of the Board. (d) Subject to Section 6.3(b)(24), the Board may establish one or more committees. Each such committee shall contain such number of Managers or other individuals as shall be designated by the Board in resolutions establishing such committee. Any such committee shall have such powers and authority as the Board may provide by resolution. Unless provided otherwise by Board Approval, any action of such committee shall require approval by the majority vote of the members of the committee.

Authority of the Board of Managers. Subject to the limitations imposed by the Act and this Agreement, the Board of Managers shall have full and exclusive authority to conduct, manage and control all of the business affairs of the Company and to make all decisions regarding the business of the Company. In furtherance of such authority, any action taken by the Board of Managers shall constitute the act of and serve to bind the Company.

Authority of the Board of Managers. Subject to the limitations and restrictions set forth in this Agreement (including, without limitation, those set forth in this Article V), the Board of Managers shall have the sole and exclusive right to manage, control, and direct the business and affairs of the Company and, in so doing, shall have the right to exercise all of the powers that may be possessed by the Company under the Act or otherwise, including, without limitation, the right to exercise the following powers in the name and on behalf of the Company: (i) Conduct the Company’s business, carry on its operations, and have and exercise the powers granted by the Act in any state, territory, district, or possession of the United States as may be necessary or convenient to effect any or all of the purposes for which the Company is organized; (ii) Acquire by purchase, lease, or otherwise any real or personal property that may be necessary, convenient, desirable, appropriate, or incidental to the accomplishment of the purposes of the Company; (iii) Operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (iv) Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management and operation of the business and affairs of the Company, including executing amendments to this Agreement and the Certificate, in accordance with the terms of this Agreement, both as Managers and, if required, as attorney-in-fact for the Members pursuant to any power of attorney granted by the Members to the Managers; (v) Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Property; (vi) Execute, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, ▇▇▇▇ of sale, contract, or other instrument purporting to convey or encumber any or all of the Property; (vii) Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the Property and in connection therewith execute any extensions or renewals of encumbrances on any or all of the Property; (viii) Care for and distribute funds to the Membe...