Limitation of Authority of Manager Clause Samples

The Limitation of Authority of Manager clause defines and restricts the powers that a manager has within an organization or under a contract. Typically, this clause outlines specific actions or decisions that the manager is not permitted to undertake without prior approval from higher authorities, such as entering into significant contracts, incurring large expenses, or making strategic business changes. By clearly delineating the manager's scope of authority, this clause helps prevent unauthorized commitments and ensures that major decisions are subject to appropriate oversight, thereby reducing the risk of mismanagement or liability for the organization.
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Limitation of Authority of Manager. Notwithstanding Section 5.1 hereof, the Manager shall not have the authority to do any of the following without the consent of the Member: (a) engage in any act in contravention of this Agreement or the Act; (b) confess a judgment against the Company in connection with any threatened or pending legal action; (c) possess any Company asset or assign the rights of the Company in any Company property for other than a Company purpose; (d) sell all or substantially all of the Company’s assets and property; (e) merge the Company with or to consolidate the Company with another corporation or limited liability company; (f) amend this Agreement; or (g) dissolve the Company except in accordance with Section 7.1.
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Limitation of Authority of Manager. Notwithstanding anything to the contrary in this Agreement, the Manager shall have no authority to: 5.1.3.1 do any act in contravention of this Agreement or the Act; 5.1.3.2 do any act which would make it impossible to carry on the ordinary business of the Company which shall not include acts permitted or contemplated by this Agreement; 5.1.3.3 possess Company property, or assign its Manager's rights in specific Company property, for other than a Company purpose; 5.1.3.4 admit a person as a Member otherwise than pursuant to the provisions of this Agreement; or 5.1.3.5 amend this Agreement or the Certificate of Formation otherwise than pursuant to Section 12.1.
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Limitation of Authority of Manager. The Manager shall obtain the approval of a Majority in Interest of the Class A Members and a Majority in Interest of the Class B Members before the Manager shall take any of the following actions: (a) Except for advances pursuant to Section 4.6, borrow on behalf of the LLC; (b) Issue an Interest, or the right to acquire an Interest, in the LLC or any other debt or equity security therein; (c) Take any action or omit to take any action that would be reasonably expected to have a direct or indirect material and adverse effect on (i) the rights, preferences, privileges of or obligations relating to the Class B Units or Class C Units or (ii) the economic interest represented by the Class B Units or Class C Units, in each case, whether by merger, reorganization, transfer of assets, consolidation, dissolution, issuance or sale of securities, amendment, failure to perform or waiver of rights or obligations under this Agreement or the GSK Agreements or otherwise; provided, however, that the Manager’s actions or failure to act with regard to Development and Commercialization (as each such term is defined in the applicable GSK Agreement) matters under the GSK Agreements that are based on the Manager’s good faith determination that GSK is complying with its respective diligent efforts obligations under the GSK Agreements shall not require approval under clause (ii) of this Section 5.4(c); and provided, further however, that (x) following the Transfer of all or any portion of the Interests with respect to any Class B Units to any Person other than Theravance Biopharma, its direct or indirect wholly-owned subsidiaries, or the successors to all or substantially all of the assets of Theravance Biopharma, whether by merger, sale of stock, sale of assets or other similar transaction, or its or their successors or direct or indirect wholly-owned subsidiaries, and (y) pursuant to the dissolution and winding up of the affairs of the LLC in accordance with Article XIV, to the extent the Manager’s actions are consistent with a plan of dissolution and winding up of the affairs of the LLC approved pursuant to Section 14.1(a), the approval by the Class B Members of the actions described in this clause (c) shall not be required (and for the avoidance of doubt shall not be required regardless of whether such other Person continues to hold Class B Units); (d) Take any action or omit to take any action that would cause the LLC to be treated as engaged in a trade or business (either di...
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Limitation of Authority of Manager. It is understood and agreed that the Manager shall not, without the prior approval of the majority of the Corporation's Board of Directors, which majority must include ▇▇▇▇▇ ▇. ▇▇▇▇▇ for purposes of this Section 3, undertake any action regarding any of the following matters: (i) The merger, liquidation or sale (stock or assets) of substantially all of the Corporation; (ii) The acquisition of a business entity for greater than $250,000 in cash; or (iii) Any single capital expenditure in excess of $250,000.
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Related to Limitation of Authority of Manager

  • Limitation of Authority No person is authorized to make any representations concerning the Funds or the Shares except those contained in the Prospectus of each Fund and in such printed information as the Distributor may subsequently prepare. No person is authorized to distribute any sales material relating to any Fund without the prior written approval of the Distributor.

  • Reservation of Authority Nothing in this subpart shall limit the authority of the Secretary to take action to enforce conditions or violations of law, including actions necessary to prevent evasions of this subpart.

  • Delegation of Authority The General Partner may delegate any or all of its powers, rights and obligations hereunder, and may appoint, employ, contract or otherwise deal with any Person for the transaction of the business of the Partnership, which Person may, under supervision of the General Partner, perform any acts or services for the Partnership as the General Partner may approve.

  • Termination of Authority Immediately upon the Executive terminating or being terminated from his employment with the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Executive will stop serving the functions of his terminated or expired position(s) and shall be without any of the authority or responsibility for such position(s).

  • Representation of Authority Each individual executing this Agreement on behalf of a party hereto hereby represents and warrants that he or she is, on the date he or she signs this Agreement, duly authorized by all necessary and appropriate action to execute this Agreement on behalf of such party and does so with full legal authority.