Powers of the Directors Sample Clauses

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Powers of the Directors. Subject to the provisions of Section 4.7(b), the Board shall act by majority vote. For the avoidance of doubt, all decisions, actions and resolutions of the Board shall, subject to the provisions of Section 4.7(b), be adopted by the affirmative vote of a simple majority of the members of the Board.
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Powers of the Directors. Subject to the terms of this Agreement, the Directors shall have the right and authority to take all actions which the Directors deem incidental, necessary, suitable or convenient for the day-to-day management and conduct of the Company’s business. No Independent Director may delegate his or her duties, authorities or responsibilities hereunder. If any Independent Director resigns, dies or becomes incapacitated, or such position is otherwise vacant, no action requiring the affirmative vote of all of the Directors shall be taken until a successor Independent Director is appointed by the Sole Member and qualifies and approves such action. To the fullest extent permitted by law, including Section 18-1101(c) of the Act, and notwithstanding any duty otherwise existing at law or in equity, the Independent Directors shall consider only the interests of the Company, including its creditors, in acting or otherwise voting on the matters referred to in Section 2.7. Except for duties to the Company as set forth in the immediately preceding sentence (including duties to the Sole Member and the Company’s creditors solely to the extent of their respective economic interests in the Company but excluding (i) all other interests of the Sole Member, (ii) the interests of other Affiliates of the Company, and (iii) the interests of any group of Affiliates of which the Company is a part), the Independent Directors shall not have any fiduciary duties to the Sole Member, any Director or any other Person bound by this Agreement; provided, however, the foregoing shall not eliminate the implied contractual covenant of good faith and fair dealing. To the fullest extent permitted by law, including Section 18-1101(e) of the Act, an Independent Director shall not be liable to the Company, the Sole Member or any other Person bound by this LLC Agreement for breach of contract or breach of duties (including fiduciary duties), unless the Independent Director acted in bad faith or engaged in willful misconduct. No Independent Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company. Subject to the terms of this Agreement, the Directors may exercise all powers of the Company and do all such lawful acts and things as are not prohibited by the Act, other applicable law or this Agreement or directed or required to be exercised or done by the Sole Member. All duly authorized instruments, contracts, agreements and documents providing for the acquisition or disposi...
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Powers of the Directors. (a) Subject to the provisions of Section 5.8(b) and (c), the Board shall act by majority vote. For the avoidance of doubt, all decisions, actions and resolutions of the Board shall, subject to the provisions of Section 5.8(b) and (c), be adopted by the affirmative vote of a simple majority of the members of the Board. (b) Notwithstanding any other provision of this Agreement, no action or decision will be taken by the Board (including by way of passing resolutions by circulation) in respect of any of the matters listed in Schedule A hereof without the affirmative votes of a Director nominated by SAIF and by the Network18 Group. The Parties further agree that no affirmative vote of a Director nominated by SAIF in respect of any of the matters listed in Schedule A shall be required if SAIF, at any time, holds less than 5% of the Equity Share capital of the Company, on a fully diluted basis. (c) Notwithstanding any other provision of this Agreement, no action or decision will be taken by the Board (including by way of passing resolutions by circulation) in respect of any of the matters listed in Schedule A-1 hereof without the affirmative votes of a Director nominated by GSHS, SAIF and by the Network18 Group. The Parties further agree that no affirmative vote of a Director nominated by GSHS in respect of any of the matters listed in Schedule A-1 shall be required if GSHS, at any time, holds less than 5% of the Equity Share capital of the Company, on a fully diluted basis. (d) A Director may from time to time disclose to the Shareholder who appointed him and its representatives such information as he/she has regarding the Company or its business and operations as shall reasonably be requested by the Shareholder appointing him. Any such disclosure shall not (and shall not be deemed to be) a breach of this Agreement or any confidentiality obligations.
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Powers of the Directors. The business of the Company shall be managed by the Board, which may expend such sums as necessary for the founding and registration of the Company and to exercise all the powers of the Company and to do all acts which the Company is empowered to do under these Articles and the law, excluding powers granted by law or by these Articles to the Company in general meeting. No regulation of a general meeting shall invalidate any prior act of the Board which would have been valid if such regulation had not been made.
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Powers of the Directors. (a) Subject to the provisions of Section 4.7(b), the Board shall act by majority vote. For the avoidance of doubt, all decisions, actions and resolutions of the Board shall, subject to the provisions of Section 4.7(b), be adopted by the affirmative vote of a simple majority of the members of the Board. (b) Notwithstanding any other provision of this Agreement to the contrary, no action or decision will be taken by the Board (including by way of passing resolutions by circulation) in respect of any of the provisions set out in Section 5.4 hereof without following the procedure set out in Section 5.4.
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Powers of the Directors. The directors shall have and take entire general charge and supervision of the business and affairs of the Corporation. They may appoint one of their members as Chairman of the Board. They may also, by a resolution adopted by a majority of the Board, designate two or more directors to constitute an executive committee. The Chairman of the Board shall be a member of the executive committee. The Board or the executive committee may appoint such officers and agents as may be necessary in the judgment of the directors or the executive committee. Any officers or agents so appointed shall be removable with or without cause by the Board or by the executive committee. Any vacancy in any office may be filled in the same manner. In the absence or disqualification of any member of the executive committee, the members of the committee present at the meeting and not disqualified from voting may by unanimous vote appoint another member of the Board to act at the meeting in place of the absent or disqualified member. Unless otherwise directed by the Board of Directors, the Chairman of the Board, or such other officer or agent as the Chairman of the Board or Board of Directors may designate, shall have authority to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders, or with respect to any action of stockholders, of any other corporation in which this Corporation may hold securities, and otherwise to exercise any and all rights and powers that this Corporation may possess by reason of its ownership of securities in any other corporation.
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Powers of the Directors. (a) Subject to the provisions of Section 4.8(b), the Board shall act by majority vote. For the avoidance of doubt, all decisions, actions and resolutions of the Board shall, subject to the provisions of Section 4.8(b), be adopted by the affirmative vote of a simple majority of the members of the Board. (b) Notwithstanding any other provision of this Agreement, no action or decision will be taken by the Board (including by way of passing resolutions by circulation) in respect of any of the matters listed in Schedule A hereof without the affirmative votes of a Director nominated by SAIF and by the TV18 Group. The Parties further agree that no affirmative vote of a Director nominated by SAIF in respect of any of the matters listed in Schedule A shall be required if SAIF, at any time, holds less than 5% of the Ownership Share capital of the Company.
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Powers of the Directors. (a) The Board of Directors shall have the right and authority to take all actions which the Directors in good faith deem necessary, useful or appropriate for the management and co▇▇▇▇▇ ▇▇ ▇he Company's business, including the right and authority to select, retain and compensate any accountants, counsel, advisors or consultants on behalf of the Company, any of its Subsidiaries, the Board of Directors or any committee of the Board of Directors, and the Board of Directors shall authorize one or more officers to act or refrain from acting on behalf of the Company and to enter into contracts and transactions on behalf of the Company. (b) Except as otherwise specifically provided by this Agreement, the Directors acting by majority approval may exercise all powers of the Company and do all such lawful acts and things as are not by the Act, the Articles of Organization or this Agreement directed or required to be exercised, approved, or done by the Members. (c) Prior to the beginning of each fiscal year of the Company and its Subsidiaries, the Board of Directors at a duly called meeting of the Board of Directors shall approve an operating budget of the Company and its Subsidiaries (the "ANNUAL BUDGET") for such fiscal year and a strategic operating plan of the Company and its Subsidiaries for such fiscal year (the "STRATEGIC PLAN"). (d) Notwithstanding any other provision of this Agreement, unless authorized by a majority of the Directors at a duly called meeting of the Board of Directors (which majority shall be required to include an Authorized Sachs Director) until the Sachs Affiliated Parties having collectively Transferred (other than to Permitted Transferees) in excess of 50% of the Membership Interests held by SCM as of the Closing Date, including Transfers pursuant to Sections 9.10 or 9.11), neither the Company nor any of its Subsidiaries shall be authorized to take, and shall not take, any action with respect to (i) the investment by the Company of Available Net Cash in any investment other than a Permitted Investment, (ii) the amendment of or modification to this Section 7.2(d) or Sections 2.4, 5.1(b), 5.1(c)(i), 6.2, 7.1(a), 7.1(b), 7.1(d), 7.6(a), 7.7, 7.9, 8.14, 8.15, Article IX (but only if such amendment or modification adversely affects the Sachs Affiliated Parties), 10.3 or 11.2 or of any of the defined terms used therein, (iii) the amendment of or modification to any other provision of this Agreement that materially adversely affects the Sachs Af...
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Powers of the Directors 
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Related to Powers of the Directors

  • Powers of the Board The Board shall have the power to do any and all acts necessary, convenient or incidental to or for the furtherance of the purposes described herein, including all powers, statutory or otherwise. Subject to the other provisions of this Agreement, the Board shall have the authority, on behalf of the Company, to do all things necessary or appropriate for the accomplishment of the purposes of the Company. Subject to the other provisions of this Agreement, the Board shall have full power to act for and to bind the Company to the extent provided by Delaware law.

  • Powers of Directors 28.1 Subject to the provisions of the Statute, the Memorandum and the Articles and to any directions given by Special Resolution, the business of the Company shall be managed by the Directors who may exercise all the powers of the Company. No alteration of the Memorandum or Articles and no such direction shall invalidate any prior act of the Directors which would have been valid if that alteration had not been made or that direction had not been given. A duly convened meeting of Directors at which a quorum is present may exercise all powers exercisable by the Directors. 28.2 All cheques, promissory notes, drafts, bills of exchange and other negotiable or transferable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall determine by resolution. 28.3 The Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance. 28.4 The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and assets (present and future) and uncalled capital or any part thereof and to issue debentures, debenture stock, mortgages, bonds and other such securities whether outright or as security for any debt, liability or obligation of the Company or of any third party. 29 Appointment and Removal of Directors 29.1 Prior to the closing of a Business Combination, the Company may by Ordinary Resolution of the holders of the Class B Shares appoint any person to be a Director or may by Ordinary Resolution remove any Director. For the avoidance of doubt, prior to the closing of a Business Combination holders of Class A Shares shall have no right to vote on the appointment or removal of any Director. 29.2 The Directors may appoint any person to be a Director, either to fill a vacancy or as an additional Director provided that the appointment does not cause the number of Directors to exceed any number fixed by or in accordance with the Articles as the maximum number of Directors. 29.3 After the closing of a Business Combination, the Company may by Ordinary Resolution appoint any person to be a Director or may by Ordinary Resolution remove any Director. 29.4 Article 29.1 may only be amended by a Special Resolution passed by a majority of at least 90% of such members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been given, or by way of unanimous written resolution of all members.

  • Powers of Board The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2: (1) revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding; (2) terminate the appointment of, or change the membership of, the committee; and (3) fill vacancies in the committee.

  • Powers of the Advisor Subject to the express limitations set forth in this Agreement and the continuing and exclusive authority of the Board over the management of the Company, the power to direct the management, operation and policies of the Company, including making, financing and disposing of investments, shall be vested in the Advisor, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out any and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under this Agreement.

  • Powers of the Company The Company shall have the power and authority to take any and all actions necessary, appropriate or advisable to or for the furtherance of the purposes set forth in Section 2.05.