Powers of the Board of Directors. The Board may: (a) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company; (b) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business; (c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties; (d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party; (e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney; (f) procure that the Company pays all expenses incurred in promoting and incorporating the Company; (g) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and (h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company. (i) present any petition and make any application in connection with the liquidation or reorganisation of Company; (j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and (k) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit.
Appears in 4 contracts
Sources: Share Transfer and Exchange Agreement (IBEX Holdings LTD), Share Transfer and Exchange Agreement (IBEX Holdings LTD), Share Transfer and Exchange Agreement (IBEX Holdings LTD)
Powers of the Board of Directors. The Board mayof Directors shall have such powers and functions as provided for pursuant to this Agreement and the Bylaws and such additional powers as necessary or appropriate to fulfill the purposes of this Agreement and the Bylaws, including, but not limited to, the following:
(a) appoint one to determine details of and select the Program or more Directors Programs to be offered, from time to time, by the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the CompanyAuthority;
(b) appoint a person to act as manager determine and select all insurance, including Excess or Re-insurance, necessary to carry out the programs of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such businessAuthority;
(c) appointto contract for, suspend, develop or remove any manager, secretary, clerk, agent or employee of provide through its own employees various services for the Company and may fix their remuneration and determine their dutiesAuthority;
(d) exercise all to prepare or cause to be prepared the powers operating budget of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security Authority for any debt, liability or obligation of the Company or any third partyeach fiscal year;
(e) by power to receive and act upon reports of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by committees and from the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorneyChief Executive Officer;
(f) procure that to appoint staff, including a Chief Executive Officer, and employ such persons as the Company pays all expenses incurred in promoting and incorporating Board of Directors deems necessary for the Companyadministration of this Authority;
(g) to direct, subject to the terms and conditions of the Coverage Documents, the payment, adjustment, and defense of all claims involving a Member during their period of membership in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; andcoverage under a Program;
(h) authorise any company, firm, person or body of persons to act on behalf of fix and collect Contributions and Assessments for participation in the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.Programs;
(i) present any petition to expend funds of the Authority for the purpose of carrying out the provisions of the Agreement and make any application in connection with the liquidation Bylaws as they now exist or reorganisation of Companymay be hereafter amended;
(j) delegate any to purchase excess insurance, liability insurance, stop loss insurance, officers and directors liability insurance, and such other insurance as the Authority may deem necessary or proper to protect the Program, employees of its powers the Authority and employees of the Members;
(including the power to sub-delegatek) to defend, pay, compromise, adjust and settle all claims as provided for in the Coverage Documents;
(l) to obtain a committee fidelity bond in such amount as the Board of Directors may determine for any person or persons who have charge of or the authority to expend funds for the Authority;
(m) to establish policies and procedures for the operation of the Authority and the Programs;
(n) to engage, retain, and discharge agents, representatives, firms, or other organizations as the Board of Directors deems necessary for the administration of the Authority;
(o) to enter into any and all contracts or agreements necessary or appropriate to carry out the purposes and functions of the Authority;
(p) to acquire, hold, lease, manage and dispose of, as provided by law, any and all property necessary or appropriate to carry out the purposes and functions of the Authority;
(q) to transact any other business which is within the powers of the Board of Directors;
(r) to invest funds on hand in a manner authorized by law, the Agreement and the Bylaws;
(s) to provide financial administration, claims management services, legal representations, safety engineering, actuarial services, and other services necessary or proper to carry out the purposes of the Authority either through its own employees or contracts with one or more persons appointed by third parties;
(t) to exercise general supervisory and policy control over the Board which may consist partly or entirely of nonChief Executive Officer;
(u) to establish committees and sub-Directors, provided that every such committee shall conform committees as it deems necessary to such directions as best serve the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings interests of the Board, so far as the same are applicable and are not superseded by directions imposed by the BoardAuthority; and
(k) delegate any of its powers (including the power to sub-delegatev) to any person on have such terms other powers and in such manner functions as are provided for pursuant to the Board may see fitAct, this Agreement or necessary or appropriate to fulfill the purpose of this Agreement and the Bylaws.
Appears in 3 contracts
Sources: Joint Powers Agreement, Joint Powers Agreement, Joint Powers Agreement
Powers of the Board of Directors. The Board may:
(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(bd) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company and listing the shares of the Company;
(g) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
(i) present any petition and make any application in connection with the liquidation or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and;
(kh) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;
(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
Appears in 2 contracts
Sources: Combination Agreement (Maiden Holdings, Ltd.), Combination Agreement (Maiden Holdings, Ltd.)
Powers of the Board of Directors. The Without limiting the generality of Section 7.1, the Board mayof Directors shall have power and authority to cause the Company to take any of the following actions:
(a) appoint one To construct, operate, maintain, improve, expand, buy, acquire, own, hold, sell, convey, assign, mortgage, finance, refinance, rent or more Directors to lease real or personal property, foreign or domestic, in the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs name of the Company;
(b) appoint a person to act as manager To incur debt or liabilities, secured or unsecured, on behalf of the Company’s day-to-day business Company and may entrust to secure the same by mortgaging, assigning for security purposes, pledging, or otherwise hypothecating, all or any part of the property and confer upon assets of the Company (and in connection therewith to place record title to any such manager such powers and duties as it deems appropriate for property or assets in the transaction name or conduct names of such businessa nominee or nominees);
(c) appointTo purchase liability and other insurance to protect the Company’s property and business;
(d) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, suspendshort-term governmental obligations, commercial paper or remove other investments, and to pay and otherwise perform the Company’s debts, liabilities and other obligations;
(e) To sell or otherwise dispose of the assets of the Company;
(f) To execute on behalf of the Company instruments and other documents, including, without limitation, checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, financing statements, guarantees, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, and other instruments or documents necessary or appropriate to the business of the Company (including any manageragreement between the Company and the Sole Member and any agreements between the Company and the Directors or officers including indemnification agreements providing for the advancement of expenses, secretaryamong other things);
(g) To employ accountants, clerklegal counsel, managing agents or other experts to perform services for the Company;
(h) To execute, deliver, enter into, perform and carry out any and all other agreements and contracts on behalf of the Company, with any other person for any purpose;
(i) To bring, defend and settle actions and suits at law, in equity or otherwise and to pursue appeals thereof;
(j) To adopt policies and guidelines for the Company consistent with this Agreement;
(k) To issue membership interests or other equity securities; and
(l) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business. Unless authorized to do so by this Agreement (reference being made specifically to the authority conferred upon officers pursuant to Section 7.13) or by the Board of Directors, the Sole Member, nor any agent or employee of the Company and may fix their remuneration and determine their duties;
(d) exercise all the powers of Company, shall have any power or authority to bind the Company in any way, to borrow money and pledge its credit or to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security render it liable pecuniarily for any debt, liability or obligation of the Company or any third party;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Companypurpose.
(i) present any petition and make any application in connection with the liquidation or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and
(k) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Targa Pipeline Partners LP), Limited Liability Company Agreement (Targa Energy LP)
Powers of the Board of Directors. The Board may:
(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c) designate a Chairman of the Board (the “Chairman”) and a Vice Chairman of the Board (the “Vice Chairman”);
(d) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(be) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(ef) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;
(fg) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
(i) present any petition and make any application in connection with the liquidation or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided provided, that every such committee shall conform to such directions as the Board shall impose on them them; and provided further provided, further, that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and;
(ki) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;
(j) present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(k) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(l) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
Appears in 2 contracts
Sources: Transaction Agreement (Apollo Global Management, Inc.), Transaction Agreement (Athene Holding LTD)
Powers of the Board of Directors. 46.1 The Board may:
(a) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(b) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(db) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c) appoint one or more Directors to the office of Managing Director or Chief Executive Officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(d) appoint a person to act as manager of the Company's day-to-day business and may entrust to and confer upon such manager such powers and duties as he deems appropriate for the transaction or conduct of such business;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised under the seal of the Company, execute any deed or instrument under such attorney's person seal with the same effect as the affixation of the seal of the Company;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
(i) present any petition and make any application in connection with the liquidation or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, Directors provided that every such committee shall conform to such directions as the Board shall impose on of them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded superceded by directions imposed by the Board;
(h) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(ki) delegate authorise any company, firm, person or body of its powers (including persons to act on behalf of the power to sub-delegate) to Company for any person on such terms specific purpose and in such manner as connection therewith to execute any agreement, document or instrument on behalf of the Board may see fitCompany.
Appears in 2 contracts
Sources: Shareholders Agreement (China Netcom Group CORP (Hong Kong) LTD), Shareholders Agreement (China Netcom Group CORP (Hong Kong) LTD)
Powers of the Board of Directors. The Subject to the provisions of these Bye-laws, the Board may:
(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c) appoint one or more Directors persons to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;Company;
(bd) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;business;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;attorney;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;Company and listing the shares of the Company;
(g) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
(i) present any petition and make any application in connection with the liquidation or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall be subject to the oversight and central control of the Board, shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and, and provided further that, prior to the Change Date, unless otherwise determined by Board Supermajority Approval, each committee shall consist of an equal number of Legacy Markit Directors and Legacy IHS Directors;
(kh) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit, provided always that the execution of those powers remains subject to the oversight and control of the Board;
(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
Appears in 1 contract
Sources: Merger Agreement (Markit Ltd.)
Powers of the Board of Directors. The Board may:
(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(bd) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) in connection with the issue of any sharesubject to Bye-law 48, pay such commission and brokerage as may be permitted by law; and
(h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
(i) present any petition and make any application in connection with the liquidation or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and;
(kh) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit.;
(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
Appears in 1 contract
Powers of the Board of Directors. The Without limiting the generality of Article 45, and subject to the rights and powers of the Preferred Shares, the Board may:
(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(b) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(bd) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised under the seal of the Company, execute any deed or instrument under such attorney’s person seal with the same effect as the affixation of the seal of the Company;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board and every such committee shall conform to such directions as the Board shall impose on them. Subject to any directions or regulations made by the Directors for this purpose, the meetings and proceedings of any such committee shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Board, including provisions for written resolutions;
(h) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board sees fit;
(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(hk) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
(i) present any petition and make any application in connection with the liquidation or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and
(k) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit.
Appears in 1 contract
Powers of the Board of Directors. The Without limiting the generality of Article 45 and subject to these Articles (including without limitation Schedule A), the Board may:
(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(bd) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board and every such committee shall conform to such directions as the Board shall impose on them. One Series A-1 Director and one Series A Director shall serve on each such committee. Subject to any directions or regulations made by the Directors for this purpose, the meetings and proceedings of any such committee shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Board, including provisions for written resolutions;
(h) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board sees fit;
(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(hk) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
(i) present any petition and make any application in connection with the liquidation or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and
(k) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit.
Appears in 1 contract
Sources: Series a 1 Senior Preferred Share Purchase Agreement (Nobao Renewable Energy Holdings LTD)
Powers of the Board of Directors. The In furtherance and not in limitation of the powers conferred by statute, the Board mayof Directors is expressly authorized:
(a) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise To authorize and administer all of the general business and affairs of the Company;
(b) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, cause to be an attorney of executed mortgages and liens upon the Company for such purposes real and with such powers, authorities and discretions (not exceeding those vested In or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf personal property of the Company.
(ib) present To set apart out of any petition of the funds of the Company available for dividends a reserve or reserves for any proper purpose and make to abolish any application such reserve in connection with the liquidation or reorganisation of Company;manner in which it was created.
(jc) delegate any The Board of its powers (including Directors may, by resolution adopted by a majority of the power to sub-delegate) to a committee of whole Board, designate an Executive Committee, and one or more persons appointed additional committees, to exercise, subject to applicable provisions of law, such powers of the Board of Directors in the management of the business and affairs of the Company as set forth in said resolution, but no such committee shall have the power or authority in reference to the following matters: (i) approving or adopting, or recommending to the stockholders, any action or matter expressly required to be submitted to the stockholders for approval or, (ii) adopting, amending or repealing any Bylaw of the Company. The Executive Committee and each such other committee shall consist of two or more directors of the Company. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Any such committee may to the extent permitted by law exercise such powers and shall have such responsibilities as shall be specified in the designating resolution. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.
(d) When and as authorized by the Board stockholders in accordance with law, to sell, lease or exchange all or substantially all of the property and assets of the Company, including its good will and its corporate franchises, upon such terms and conditions and for such consideration, which may consist partly in whole or entirely in part of non-Directorsmoney or property including shares of stock in, provided that every such committee and/or other securities of, any other corporation or corporations, as its board of directors shall conform to such directions as deem expedient and for the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings best interests of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and
(k) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fitCompany.
Appears in 1 contract
Sources: Plan and Agreement of Merger (Houston American Energy Corp)
Powers of the Board of Directors. The Board mayof Directors shall have such powers and functions as provided for pursuant to this Agreement and the Bylaws and such additional powers as necessary or appropriate to fulfill the purposes of this Agreement and the Bylaws, including, but not limited to, the following:
(a) appoint one to determine details of and select the Program or more Directors Programs to be offered, from time to time, by the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the CompanyAuthority;
(b) appoint a person to act as manager determine and select all insurance, including Excess or Re- insurance, necessary to carry out the programs of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such businessAuthority;
(c) appointto contract for, suspend, develop or remove any manager, secretary, clerk, agent or employee of provide through its own employees various services for the Company and may fix their remuneration and determine their dutiesAuthority;
(d) exercise all to prepare or cause to be prepared the powers operating budget of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security Authority for any debt, liability or obligation of the Company or any third partyeach fiscal year;
(e) by power to receive and act upon reports of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by committees and from the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorneyChief Executive Officer;
(f) procure that to appoint staff, including a Chief Executive Officer, and employ such persons as the Company pays all expenses incurred in promoting and incorporating Board of Directors deems necessary for the Companyadministration of this Authority;
(g) to direct, subject to the terms and conditions of the Coverage Documents, the payment, adjustment, and defense of all claims involving a Member during their period of membership in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; andcoverage under a Program;
(h) authorise any company, firm, person or body of persons to act on behalf of fix and collect Contributions and Assessments for participation in the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.Programs;
(i) present any petition to expend funds of the Authority for the purpose of carrying out the provisions of the Agreement and make any application in connection with the liquidation Bylaws as they now _exist or reorganisation of Companymay be hereafter amended;
(j) delegate any to purchase excess insurance, liability insurance, stop loss insurance, officers and directors liability insurance, and such other insurance as the Authority may deem necessary or proper to protect the Program, employees of its powers the Authority and employees of the Members;
(including the power to sub-delegatek) to defend, pay, compromise, adjust and settle all claims as provided for in the Coverage Documents;
(l) to obtain a committee fidelity bond in such amount as the Board of Directors may determine for any person or persons who have charge of or the authority to expend funds for the Authority;
(m) to establish policies and procedures for the operation of the Authority and the Programs;
(n) to engage, retain, and discharge agents, representatives, firms, or other organizations as the Board of Directors deems necessary for the administration of the Authority;
(o) to enter into any and all contracts or agreements necessary or appropriate to carry out the purposes and functions of the Authority;
(p) to acquire, hold, lease, manage and dispose of, as provided by law, any and all property necessary or appropriate to carry out the purposes and functions of the Authority;
(q) to transact any other business which is within the powers of the Board of Directors;
(r) to invest funds on hand in a manner authorized by law, the Agreement and the Bylaws;
(s) to provide financial administration, claims management services, legal representations, safety engineering, actuarial services, and other services necessary or proper to carry out the purposes of the Authority either through its own employees or contracts with one or more persons appointed by third parties;
(t) to exercise general supervisory and policy control over the Board which may consist partly or entirely of nonChief Executive Officer;
(u) to establish committees and sub-Directors, provided that every such committee shall conform committees as it deems necessary to such directions as best serve the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings interests of the Board, so far as the same are applicable and are not superseded by directions imposed by the BoardAuthority; and
(k) delegate any of its powers (including the power to sub-delegatev) to any person on have such terms other powers and in such manner functions as are provided for pursuant to the Board may see fitAct, this Agreement or necessary or appropriate to fulfill the purpose of this Agreement and the Bylaws.
Appears in 1 contract
Sources: Joint Powers Agreement
Powers of the Board of Directors. The Subject to the Shareholders’ Agreement, the Board may:
(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(b) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;; Travelport Worldwide Limited formerly known as TDS Investor (Bermuda) 3 Ltd. Page 18
(bd) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised under the seal of the Company, execute any deed or instrument under such attorney’s personal seal with the same effect as the affixation of the seal of the Company;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
(i) present any petition and make any application in connection with the liquidation or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which which, may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and;
(kh) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;
(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company.
Appears in 1 contract
Powers of the Board of Directors. The Board may:
(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(b) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(bd) appoint a person to act as manager of the Company’s 's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised under the seal of the Company, execute any deed or instrument under such attorney's personal seal with the same effect as the affixation of the seal of the Company;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
(i) present any petition and make any application in connection with the liquidation or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and;
(kh) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit;
(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any agreement, document or instrument on behalf of the Company.
Appears in 1 contract
Powers of the Board of Directors. The Without limiting the generality of Article 45, the Board may:
(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(b) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(bd) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney. Such attorney may, if so authorised under the seal of the Company, execute any deed or instrument under such attorney’s person seal with the same effect as the affixation of the seal of the Company;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board and every such committee shall conform to such directions as the Board shall impose on them. Subject to any directions or regulations made by the Directors for this purpose, the meetings and proceedings of any such committee shall be governed by the provisions of these Articles regulating the meetings and proceedings of the Board, including provisions for written resolutions;
(h) present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(i) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(hj) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
(i) present any petition and make any application in connection with the liquidation or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and
(k) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit.
Appears in 1 contract
Sources: Share Exchange Agreement (Himax Technologies, Inc.)
Powers of the Board of Directors. The Other than as specifically limited by this Agreement or applicable law, the Board mayof Directors shall have all necessary powers to carry out the purposes and conduct the business of the Company, including the authority, right and power on behalf of the Company to:
(a) appoint one expend the Company’s capital and income;
(b) make such investments as the directors may from time to time select;
(c) employ or more Directors retain from time to time, on such terms and for such compensation as the directors may determine, such persons, firms or corporations as The directors may deem advisable, including attorneys, accountants, bookkeepers, financial and technical consultants, supervisory managing agents, and insurance brokers, each of whom may also provide such services to the office of managing director directors and the Member and to persons, firms or chief executive officer corporations in which the directors or the Member may have an interest;
(d) execute any and all contracts and agreements on behalf of the Company and to decide all matters relating to financing and operating the Company;
(e) exercise all right, who shallpowers and privileges of ownership with respect to any asset, subject property or right held by the Company;
(f) borrow funds and incur obligations on behalf of the Company and to consent to the control modification, renewal or extension of any obligations to the BoardCompany of any person or of any agreement to which the Company is a party or of which it is a beneficiary;
(g) execute, supervise and administer all refinance, recast, increase, modify or extend any deed, lease, deed of trust, mortgage, promissory note, ▇▇▇▇ of sale, assignment, or other instrument purporting to convey or encumber the general business and affairs real or personal property of the Company;
(bh) appoint a person adjust, compromise, settle or refer to act as manager arbitration any claim against or in favor of the Company’s day-to-day , and to institute, prosecute and defend any actions or proceedings relating to the Company, its business and may entrust to property;
(i) acquire and confer upon such manager such powers and duties as it deems enter into any contract of insurance that the directors deem necessary or appropriate for the transaction protection of the Company, for the conservation of Company assets, or conduct for any purpose convenient or beneficial to the Company, including policies insuring the life of such businessany director;
(cj) appointprepare or cause to be prepared reports, suspendstatements and other relevant information for distribution to the Member, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their dutiesincluding annual reports;
(dk) exercise all the powers of the Company to borrow money open accounts and to mortgage or charge its undertaking, property deposit and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested maintain funds in the attorney;
(f) procure that the Company pays all expenses incurred in promoting and incorporating name of the Company;
(gl) in connection with the issue make all decisions related to principles and methods of any share, pay such commission accounting and brokerage as may be permitted by lawfederal income tax elections; and
(hm) authorise execute, acknowledge and deliver any company, firm, person and all documents or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
(i) present any petition and make any application instruments in connection with the liquidation any or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings all of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and
(k) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fitforegoing.
Appears in 1 contract
Powers of the Board of Directors. The Board may:
(a) appoint one or more Directors to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(b) appoint a person to act as manager of the Company’s 's day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and;
(h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.;
(i) present any petition and make any application in connection with the liquidation or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and
(k) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit.
Appears in 1 contract
Powers of the Board of Directors. The Board may:
(a) appoint one or more The Board of Directors may, to the office extent permitted by law, from time to time establish, modify, amend or rescind, by Bylaw or otherwise, regulations and procedures not inconsistent with the express provisions of managing director or chief executive officer this Article V for the orderly application, administration and implementation of the Company, who shall, subject to provisions of this Article V. Such procedures and regulations shall be kept on file with the control Corporate Secretary of the BoardCorporation and with the Transfer Agent, supervise and administer all shall be made available for inspection by the public and, upon request, shall be mailed to any holder of shares of Voting Stock of the general business and affairs of the Company;Corporation.
(b) appoint When it appears that a person to act as manager particular Person has become a Purported Owner of Excess Shares in violation of Section 2 of this Article V, or of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction regulations or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee procedures of the Company Board of Directors with respect to this Article V, and may fix their remuneration and determine their duties;
(d) exercise all that the powers provisions of this Article V require application, interpretation or construction, then a majority of the Company directors of the Corporation shall have the power and duty to borrow money interpret all of the terms and provisions of this Article V and to mortgage or charge its undertakingdetermine on the basis of information known to them after reasonable inquiry all facts necessary to ascertain compliance with this Article V, property and uncalled capitalincluding, or any part thereofwithout limitation, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company;
(g) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
(i) present the number of shares of Voting Stock beneficially owned by any petition Person or Purported Owner, (ii) whether a Person or Purported Owner is an Affiliate or Associate of, or is acting in concert with, any other Person or Purported Owner, (iii) whether a Person or Purported Owner has an agreement, arrangement or understanding with any other Person or Purported Owner as to the voting or disposition of any shares of the Voting Stock, (iv) the application of any other definition or operative provision of this Article V to the given facts or (v) any other matter relating to the applicability or effect of this Article V. The Board of Directors shall have the right to demand that any Person who is reasonably believed to be a Purported Owner of Excess Shares (or who holds of record shares of Voting Stock beneficially owned by any Person reasonably believed to be a Purported Owner in excess of such limit) supply the Corporation with complete information as to (i) the record owner(s) of all shares of Voting Stock beneficially owned by such Person or Purported Owner and make (ii) any application other factual matter relating to the applicability or effect of this Article V as may reasonably be requested of such Person or Purported Owner. Any applications, interpretations, constructions or any other determinations made by the Board of Directors pursuant to this Article V, in connection with good faith and on the liquidation or reorganisation basis of Company;
(j) delegate such information and assistance as was then reasonably available for such purpose, shall be conclusive and binding upon the Corporation and its shareholders, and neither the Corporation nor any of its powers (including shareholders shall have the power right to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of challenge any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Boardapplication, so far as the same are applicable and are not superseded by directions imposed by the Board; and
(k) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fitinterpretation, construction or determination.
Appears in 1 contract
Sources: Plan of Conversion and Agreement and Plan of Reorganization (Rome Bancorp Inc)
Powers of the Board of Directors. The Subject to the provisions of these Bye-laws, the Board may:
(a) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(b) exercise all the powers of the Company to borrow money and to mortgage or charge or otherwise grant a security interest in its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(c) appoint one or more Directors persons to the office of managing director or chief executive officer of the Company, who shall, subject to the control of the Board, supervise and administer all of the general business and affairs of the Company;
(bd) appoint a person to act as manager of the Company’s day-to-day business and may entrust to and confer upon such manager such powers and duties as it deems appropriate for the transaction or conduct of such business;
(c) appoint, suspend, or remove any manager, secretary, clerk, agent or employee of the Company and may fix their remuneration and determine their duties;
(d) exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital, or any part thereof, and may issue debentures, debenture stock, convertible loan notes, and other securities whether outright or as security for any debt, liability or obligation of the Company or any third party;
(e) by power of attorney, appoint any company, firm, person or body of persons, whether nominated directly or indirectly by the Board, to be an attorney of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested In in or exercisable by the Board) and for such period and subject to such conditions as it may think fit and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Board may think fit and may also authorise any such attorney to sub-delegate all or any of the powers, authorities and discretions so vested in the attorney;
(f) procure that the Company pays all expenses incurred in promoting and incorporating the Company and listing the shares of the Company;
(g) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(h) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
(i) present any petition and make any application in connection with the liquidation or reorganisation of Company;
(j) delegate any of its powers (including the power to sub-delegate) to a committee of one or more persons appointed by the Board which may consist partly or entirely of non-Directors, provided that every such committee shall be subject to the oversight and central control of the Board, shall conform to such directions as the Board shall impose on them and provided further that the meetings and proceedings of any such committee shall be governed by the provisions of these Bye-laws regulating the meetings and proceedings of the Board, so far as the same are applicable and are not superseded by directions imposed by the Board; and, and provided further that, prior to the Change Date, unless otherwise determined by Board Supermajority Approval, each committee shall consist of an equal number of Legacy Markit Directors and Legacy IHS Directors;
(kh) delegate any of its powers (including the power to sub-delegate) to any person on such terms and in such manner as the Board may see fit, provided always that the execution of those powers remains subject to the oversight and control of the Board;
(i) present any petition and make any application in connection with the liquidation or reorganisation of the Company;
(j) in connection with the issue of any share, pay such commission and brokerage as may be permitted by law; and
(k) authorise any company, firm, person or body of persons to act on behalf of the Company for any specific purpose and in connection therewith to execute any deed, agreement, document or instrument on behalf of the Company.
Appears in 1 contract
Sources: Merger Agreement (IHS Inc.)