Board of Directors: Powers. (a) Except as otherwise provided in this Agreement, all powers to control and manage the Business and affairs of the Joint Sales Company shall be exclusively vested in * CONFIDENTIAL TREATMENT REQUESTED the Board of Directors and the Board of Directors may exercise all powers of the Joint Sales Company and do all such lawful acts as are not by statute, the Certificate or this Agreement directed or required to be exercised or done by the Members and in so doing shall have the right and authority to take all actions which the Board of Directors deems necessary, useful or appropriate for the management and conduct of the Business, including exercising the following specific rights and powers: (i) Conduct its 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, or in any foreign country which may be necessary or convenient to effect any or all of the purposes for which it is organized; (ii) Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Joint Sales Company; (iii) Operate, maintain, finance, improve, construct, own, grant operations 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 Joint Sales Company; (iv) Execute (but not to the exclusion of any Officer having such power) any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Business, or in connection with managing the affairs of the Joint Sales Company, including, executing amendments to this Agreement and the Certificate in accordance with the terms of this Agreement, both as Directors and, if required, as attorney-in-fact for the Members pursuant to any power of attorney granted by the Members to the Directors. Simultaneously with the execution of this Agreement, one or more of the Directors shall execute the Commercial Alliance Agreements on behalf of the Joint Sales Company; (v) Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Joint Sales Company, and secure the same by mortgage, pledge, or other lien on any Joint Sales Company assets; (vi) Execute, in furtherance of any or all of the purposes of the Joint Sales 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 Joint Sales Company assets; (vii) Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Joint Sales Company * CONFIDENTIAL TREATMENT REQUESTED and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets;
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Board of Directors: Powers. (a) Except as otherwise provided in this Agreement, all powers to control and manage the Business and affairs of the Joint Sales Company shall be exclusively vested in * CONFIDENTIAL TREATMENT REQUESTED the Board of Directors and the Board of Directors may exercise all powers of the Joint Sales * CONFIDENTIAL TREATMENT REQUESTED 24 Company and do all such lawful acts as are not by statute, the Certificate or this Agreement directed or required to be exercised or done by the Members and in so doing shall have the right and authority to take all actions which the Board of Directors deems necessary, useful or appropriate for the management and conduct of the Business, including exercising the following specific rights and powers:
(i) Conduct its 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, or in any foreign country which may be necessary or convenient to effect any or all of the purposes for which it is organized;
(ii) Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the purposes of the Joint Sales Company;
(iii) Operate, maintain, finance, improve, construct, own, grant operations 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 Joint Sales Company;
(iv) Execute (but not to the exclusion of any Officer having such power) any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Business, or in connection with managing the affairs of the Joint Sales Company, including, executing amendments to this Agreement and the Certificate in accordance with the terms of this Agreement, both as Directors and, if required, as attorney-in-fact for the Members pursuant to any power of attorney granted by the Members to the Directors. Simultaneously with the execution of this Agreement, one or more of the Directors shall execute the Commercial Alliance Agreements on behalf of the Joint Sales Company;
(v) Borrow money and issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Joint Sales Company, and secure the same by mortgage, pledge, or other lien on any Joint Sales Company assets;
(vi) Execute, in furtherance of any or all of the purposes of the Joint Sales Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, ▇▇▇▇ bill of sale, contract, or other instrument purporting to convey c▇▇▇▇y or encumber any or all of the Joint Sales Company assets;
(vii) Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting the assets of the Joint Sales Company * CONFIDENTIAL TREATMENT REQUESTED and in connection therewith execute any extensions or renewals of encumbrances on any or all of such assets; * CONFIDENTIAL TREATMENT REQUESTED
(viii) Manage and distribute funds to the Members by way of cash income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and perform all matters in furtherance of the objectives of the Joint Sales Company or this Agreement;
(ix) Contract on behalf of the Joint Sales Company for the employment and services or employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Joint Sales Company;
(x) Engage in any kind of activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Joint Sales Company assets and Director liability) necessary or incidental to, or in connection with, the accomplishment of the purposes of the Joint Sales Company, as may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Joint Sales Company is then formed or qualified;
(xi) Take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as may be necessary or appropriate to accomplish the purposes of the Joint Sales Company;
(xii) Institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in behalf of, or against, the Joint Sales Company, the Members or any Director in connection with activities arising out of, connected with, or incidental to this Agreement, and to engage counsel or others in connection therewith;
(xiii) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships, other limited liability companies, or individuals or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them;
(xiv) Indemnify a Member or Director or former Member or Director, and to make any other indemnification that is authorized by this Agreement in accordance with the Act; provided the Board of Directors unanimously agrees on such indemnification.
(b) The Board of Directors shall appoint and/or approve the Officers in accordance with Section 5.7 and will establish policies and guidelines for the hiring of employees to permit the Joint Sales Company to act as an operating company with respect to its Business. The Board of Directors may adopt appropriate management incentive plans and * CONFIDENTIAL TREATMENT REQUESTED employee benefit plans. The Officers of the Joint Sales Company shall be responsible for conducting, in the name of, and on behalf of, the Joint Sales Company, the day-to-day business and affairs of the Joint Sales Company.
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Sources: Operating Agreement (Metabolix Inc)