Common use of Purpose; Powers Clause in Contracts

Purpose; Powers. (a) Subject to the provisions of this Agreement, the nature of the business to be conducted or promoted by the Company is to (i) operate a national securities exchange for the trading of equity securities, directly or through one or more of its Subsidiaries, and (ii) engage in any other lawful act or activity for which limited liability companies may be organized under the Delaware Act and which is approved by the Board in accordance with Exhibit C, provided, however that the Company may not be or become a Restricted Entity; and provided, further, that any proposed or actual expansion of the business of the Company or its Subsidiaries into an options exchange and/or operating a global equities exchange (and any regulatory filings or application in connection therewith) shall require the prior approval of the Board by Supermajority Board Vote until December 14, 2021, and thereafter, notwithstanding Items 33, 34 and 37 of Exhibit C shall only require a majority Board approval (it being understood that if a Class A Member notifies the Board that it has concerns about legal and/or tax structuring implications of such expansion into (A) operating an options exchange or (B) a particular jurisdiction, the Company and the Members shall work in good faith to address such legal and/or tax structuring issues). For the avoidance of doubt, this Section 2.5(a) shall not in any way supersede the provisions set forth in Section 15.18. The Company may, subject to Section 11.3 and the other provisions of this Agreement, engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by Applicable Law to a limited liability company organized under the laws of the State of Delaware. (b) The Company shall have all the powers necessary or convenient to carry out the purposes for which it is formed, including the powers granted by the Delaware Act.

Purpose; Powers. (a) Subject to the provisions of this Agreement, the nature of the business to be conducted or promoted by the Company is to (i) operate a national securities exchange for the trading of equity securities, directly or through one or more of its Subsidiaries, and (ii) engage in any other lawful act or activity for which limited liability companies may be organized under the Delaware Act and which is approved by the Board in accordance with Exhibit C, provided, however that the Company may not be or become a Restricted Entity; and provided, further, that any proposed or actual expansion of the business of the Company or its Subsidiaries into an options exchange and/or operating a global equities exchange (and any regulatory filings or application in connection therewith) shall require the prior approval of the Board by Supermajority Board Vote until December 14, 2021, and thereafter, notwithstanding Items 33, 34 and 37 of Exhibit C shall only require a majority Board approval (it being understood that if a Class A Member or a Class C Member notifies the Board that it has concerns about legal and/or tax structuring implications of such expansion into (A) operating an options exchange or (B) a particular jurisdiction, the Company and the Members shall work in good faith to address such legal and/or tax structuring issues). For the avoidance of doubt, this Section 2.5(a) shall not in any way supersede the provisions set forth in Section 15.18. The Company may, subject to Section 11.3 and the other provisions of this Agreement, engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by Applicable Law to a limited liability company organized under the laws of the State of Delaware. (b) The Company shall have all the powers necessary or convenient to carry out the purposes for which it is formed, including the powers granted by the Delaware Act.

Purpose; Powers. (a) Subject to the provisions of this Agreement, the nature The purpose of the business to be conducted Company shall be, directly or promoted by the Company is to indirectly through subsidiaries or affiliates, (i) operate to serve as general partner of the Funds and perform the functions of a national securities exchange for general partner specified in the trading Fund Agreements, (ii) to serve as a general partner and/or limited partner of equity securities, directly or through other partnerships and/or as a member of one or more limited liability companies, (iii) to invest in, and acquire limited partnership interests, limited liability company interests and/or other equity interests in, and/or securities of, any one or more limited partnerships, limited liability companies and/or other entities, and/or receive allocations, fees, distributions and other payments from any one more of its Subsidiariessuch limited partnerships, limited liability companies and/or other entities, in each case as the Managing Member shall determine, (iv) to carry on such other businesses, perform such other services and make such other investments as are deemed desirable by the Managing Member and as are permitted under the LLC Act and the Fund Agreements, (v) any other lawful purpose, and (iivi) engage in any other lawful act or activity for which limited liability companies may be organized under the Delaware Act and which is approved by the Board in accordance with Exhibit C, provided, however that the Company may not be or become a Restricted Entity; and provided, further, that any proposed or actual expansion of the business of the Company or its Subsidiaries into an options exchange and/or operating a global equities exchange (and any regulatory filings or application in connection therewith) shall require the prior approval of the Board by Supermajority Board Vote until December 14, 2021, and thereafter, notwithstanding Items 33, 34 and 37 of Exhibit C shall only require a majority Board approval (it being understood that if a Class A Member notifies the Board that it has concerns about legal and/or tax structuring implications of such expansion into (A) operating an options exchange or (B) a particular jurisdiction, the Company and the Members shall work in good faith to address such legal and/or tax structuring issues). For the avoidance of doubt, this Section 2.5(a) shall not in any way supersede the provisions set forth in Section 15.18. The Company may, subject to Section 11.3 and the other provisions of this Agreement, engage in any and do all activities things necessary, desirable or desirable, convenient and/or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by Applicable Law to a limited liability company organized under the laws of the State of Delawarethereto. (b) The In furtherance of its purpose, the Company shall have all the powers necessary necessary, suitable or convenient for the accomplishment of its purposes, alone or with others, as principal or agent, including the following: (i) to carry out any and all purposes of the purposes for Funds, as appropriate, and to perform all acts and enter into and perform all contracts and other undertakings which it is formedthe Company may deem necessary, advisable or incidental thereto, including the exercise of all powers granted of the general partner of the funds; (ii) to render investment, asset management, financial advisory, and other services to the Funds; (iii) to buy, sell and otherwise acquire investments, whether such investments are readily marketable or not; (iv) to invest and reinvest the cash assets of the Company in money market or other short-term investments; (v) to hold, receive, mortgage, pledge, lease, transfer, exchange or otherwise dispose of, grant options with respect to, and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to, all property held or owned by the Company; (vi) to borrow or raise money from time to time and to issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, conveyance or assignment in trust of, or the granting of a security interest in, the whole or any part of the property of the Company, whether at the time owned or thereafter acquired, to guarantee the obligations of others and to buy, sell, pledge or otherwise dispose of any such instrument or evidence of indebtedness; (vii) to lend any of its property or funds, either with or without security, at any legal rate of interest or without interest; (viii) to have and maintain one or more offices within or without the State of Delaware, and in connection therewith, to rent or acquire office space, engage personnel and compensate them and do such other acts and things as may be advisable or necessary in connection with the maintenance of such office or offices; (ix) to open, maintain and close accounts, including margin accounts, with brokers; (x) to open, maintain and close bank accounts and draw checks and other orders for the payment of monies; (xi) to engage accountants, auditors, custodians, investment advisors, attorneys and any and all other agents and assistants, both professional and nonprofessional, and to compensate any of them as may be necessary or advisable; (xii) to form or cause to be formed and to own the stock of one or more corporations, whether foreign or domestic, to form or cause to be formed and to participate in partnerships and joint ventures, whether foreign or domestic, and to form or cause to be formed and be a member or manager or both of one or more limited liability companies; (xiii) to enter into, make and perform all contracts, agreements and other undertakings as may be necessary, convenient, advisable or incident to carrying out its purposes; (xiv) to make capital expenditures or incur any commitments for capital expenditures; (xv) to ▇▇▇ and be sued, to prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment to claims against the Company, and to execute all documents and make all representations, admissions and waivers in connection therewith; (xvi) to distribute, subject to the terms of this Agreement, at any time and from time to time, to Members cash or investments or other property of the Company, or any combination thereof; and (xvii) to take such other actions necessary, desirable, convenient or incidental thereto and to engage in such other businesses as may be permitted under Delaware Actlaw.

Purpose; Powers. (a) Subject to the provisions of this Agreement, the nature of the business to be conducted or promoted by the Company is to (i) operate a national securities exchange for the trading of equity securities, directly or through one or more of its Subsidiaries, and (ii) engage in any other lawful act or activity for which limited liability companies may be organized under the Delaware Act and which is approved by the Board in accordance with Exhibit C, provided, however that the Company may not be or become a Restricted Entity; and provided, further, that any proposed or actual expansion of the business of the Company or its Subsidiaries into an options exchange and/or operating a global equities exchange (and any regulatory filings or application in connection therewith) shall require the prior approval of the Board by Supermajority Board Vote until December 14, 2021, and thereaftershall, notwithstanding Items 33, 34 and 37 of Exhibit C shall C, only require a majority Board approval (it being understood that if a Class A Member, a Class C Member or a Class D Member notifies the Board that it has concerns about legal and/or tax structuring implications of such expansion into (A) operating an options exchange or (B) a particular jurisdiction, the Company and the Members shall work in good faith to address such legal and/or tax structuring issues). For the avoidance of doubt, this Section 2.5(a) shall not in any way supersede the provisions set forth in Section 15.18. The Company may, subject to Section 11.3 and the other provisions of this Agreement, engage in any and all activities necessary, desirable or incidental to the accomplishment of the foregoing. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by Applicable Law to a limited liability company organized under the laws of the State of Delaware. (b) The Company shall have all the powers necessary or convenient to carry out the purposes for which it is formed, including the powers granted by the Delaware Act.