Common use of Members and Board Clause in Contracts

Members and Board. The Members, acting through the Board, shall manage and control the business and affairs of the Company, and shall possess all rights and powers as provided in the Act and otherwise by law. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the Board of all such powers and rights conferred on them by the Act or otherwise by law with respect to the management and control of the Company. No Member and no Representative, in its capacity as such, shall have any power to act for, sign for, or do any act that would bind the Company. The Members, acting through the Board, shall devote such time and effort to the affairs of the Company as they may deem appropriate for the oversight of the management and affairs of the Company. Each Member acknowledges and agrees that no Member shall, in its capacity as a Member, be bound to devote all of such Member's business time to the affairs of the Company, and that each Member and such Member's Affiliates do and will continue to engage for such Member's own account and for the account of others in other business ventures. To the fullest extent permitted by Applicable Law, each Representative shall have such rights and duties as are applicable to directors of a Corporation.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Acl Capital Corp)

Members and Board. The Members, acting through the Board, shall manage and control the business and affairs of the CompanyCompany shall be managed by the Board, and which shall possess all rights and powers as provided in which are possessed by managers under the Act and otherwise by law, pursuant to Section 18-402 of the Act, subject to the provisions of this Agreement. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the Board of all such powers and rights conferred on them by the Act or otherwise by law with respect to the management and control of the Company. No Member and no RepresentativeDirector, in its capacity as such, shall have any power to act for, sign for, or do any act that would bind the Company. The Members, acting through the Board, shall devote such time and effort to the affairs of the Company as they may deem appropriate for the oversight of the management and affairs of the Company. Each Member acknowledges and agrees that no Member shall, in its capacity as a MemberMember (but not in his capacity as an employee of the Company and its subsidiaries), be bound to devote all of such Member's business time to the affairs of the Company, and that each Member (other than the Management Members) and such Member's Affiliates do and will continue to engage for such Member's own account and for the account of others in other business ventures. To the fullest extent permitted by Applicable Law, each Representative Director shall have such rights and duties as are applicable to directors of a Corporation.

Appears in 1 contract

Sources: Limited Liability Company Agreement (K-Sea Tranportation Partners Lp)

Members and Board. The Members, acting through the Board, Board shall manage and control the business and affairs of the Company, and shall possess all rights and powers as provided in the Act and otherwise by law. Each Representative shall constitute a "manager" of the Company within the meaning of the Act. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the Board of all such powers and rights conferred on them by the Act or otherwise by law with respect to the management and control of the Company. No Member Member, no manager and no Representative, in its capacity as such, shall have any power to act for, sign for, or do any act that would bind the Company. The Members, acting through the Board, shall devote such time and effort to the affairs of the Company as they may deem appropriate for the oversight of the management and affairs of the Company. Each Member acknowledges and agrees that no Member shall, in its capacity as a Member, be bound to devote all of such Member's business time to the affairs of the Company, and that each Member and such Member's Affiliates do and will continue to engage for such Member's own account and for the account of others in other business ventures. To the fullest extent permitted by Applicable Law, except as otherwise expressly provided in Section 7.5, each Representative shall have such rights and duties as are applicable to directors of a Corporation.

Appears in 1 contract

Sources: Limited Liability Company Agreement (American Commercial Lines LLC)

Members and Board. The Members, acting through the Board, Board shall manage and control the business and affairs of the Company, and shall possess all rights and powers of managers as provided in the Act and otherwise by law. Except as otherwise expressly provided for herein, the Members hereby consent to the exercise by the Board of all such powers and rights conferred on them by the Act or otherwise by law with respect to the management and control of the Company. No Member and no Representative, in its capacity as such, shall have any power to act for, sign for, or do any act that would bind the Company. The Members, acting through the Board, Board shall devote such time and effort to the affairs of the Company as they may deem appropriate for the oversight of the management and affairs of the Company. Each Member acknowledges and agrees that no Member shall, in its capacity as a Member, be bound to devote all of such Member's business time to the affairs of the Company, and that each Member and such Member's Affiliates do and will continue to engage for such Member's own account and for the account of others in other business ventures. To the fullest extent permitted by Applicable Law, each Representative shall have such rights and duties as are applicable to directors of a Corporation.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Vertex Aerospace Inc)

Members and Board. The Members, acting through the Board, shall manage and control the business and affairs of the CompanyCompany shall be managed by the Board, and which shall possess all rights and powers as provided in which are possessed by managers under the Delaware LLC Act and otherwise by law, pursuant to Section 18-402 of the Delaware LLC Act, subject to the provisions of this Agreement. Except as otherwise expressly provided for herein, the Members Member hereby consent consents to the exercise by the Board of all such powers and rights conferred on them it by the Delaware LLC Act or otherwise by law Applicable Law with respect to the management and control of the Company. No Member and no RepresentativeDirector, in its capacity as such, shall have any power to act for, sign for, or do any act that would bind the Company. The Members, acting through the Board, shall devote such time and effort to the affairs of the Company as they may deem appropriate for the oversight of the management and affairs of the Company. Each Member acknowledges and agrees that no Member shall, in its capacity as a MemberMember (but not in his capacity as an employee of the Company and its subsidiaries), be bound to devote all of such Member's business time to the affairs of the Company, and that each Member (other than the Management Members) and such Member's Affiliates do and will continue to engage for such Member's own account and for the account of others in other business ventures. To the fullest extent permitted by Applicable Law, each Representative Director shall have such rights and duties as are applicable to directors of a Corporation.

Appears in 1 contract

Sources: Limited Liability Company Agreement (Holly Energy Partners Lp)