Common use of Actions by the Board Clause in Contracts

Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the Company Act if the Company is registered as an “investment company” under the Company Act) present at a meeting duly called at which a quorum of the Directors shall be present (in person, which may include any means of communication that allows all Directors participating to hear each other simultaneously during the meeting); or (ii) by unanimous written consent of all of the Directors without a meeting (including, if permissible under the Company Act, at any time the Company is registered as an “investment company” under the Company Act). (b) The Board may designate from time to time a Chairperson who shall preside at all meetings. Meetings of the Board may be called by the Chairperson or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time, and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the Company Act if the Company is registered as an “investment company” under the Company Act. A majority of the Directors then in office shall constitute a quorum at any meeting. (c) The Board may designate from time to time agents and employees of the Company, including without limitation employees of the Investment Manager and its members, who shall have the same powers and duties on behalf of the Company (including the power to bind the Company) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the Company.

Actions by the Board. (a) Unless provided otherwise in this AgreementAgreement or a higher or additional standard (e.g. approval by a majority of the Independent Directors) is required by the 1940 Act, any act to be taken by the Board shall act onlymay be taken: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the Company Act if the Company is registered as an “investment company” under the Company Act) present at a meeting duly called at which a quorum of the Directors shall be present (in person, which may include any means of communication that allows all Directors participating to hear each other simultaneously during the meetingperson or by telephone); or (ii) by unanimous written consent consent, given in writing or by Electronic Transmission, of all a majority of the Directors without a meeting (including, if permissible under the Company Act, at any time the Company is registered as an “investment company” under the Company Act)meeting. (b) The Board may designate from time to time a Chairperson Chairman who shall preside at all meetings. Meetings of the Board may be called by the Chairperson Chairman or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time, and place of such meeting within a reasonable time at least twenty-four (24) hours in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice notice, given in writing or by Electronic Transmission, with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where conference telephone or other communications equipment which permits all Directors participating in person attendance at a the meeting is required by the Company Act if the Company is registered as an “investment company” under the Company Actto hear each other. A majority of the Directors then in office shall constitute a quorum at any meeting. (c) The Board may designate from time to time agents and employees of the Company, including without limitation employees of the Investment Manager and its members, Fund who shall have the same powers and duties to act on behalf of the Company Fund (including the power to bind the CompanyFund) as are customarily vested in officers of a Delaware corporationPuerto Rico corporation or such powers as are otherwise delegated to them by the Board, and designate them as officers of the CompanyFund. The Persons listed on Schedule I are hereby designated as the initial officers of the Fund. Additional or successor officers of the Fund shall be chosen by the Board and shall consist of at least a President and a Secretary.

Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the Company Act if the Company is registered as an “investment company” under the Company Act0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person, which may include any means of communication that allows all Directors participating to hear each other simultaneously during the meeting, as permitted by the SEC and/or the 1940 Act, or, if in person attendance is not required by the 1940 Act, in person or by telephone); or (ii) by unanimous written consent of all of the Directors without a meeting (includingmeeting, if permissible under the Company 1940 Act, at any time the Company is registered as an “investment company” under the Company Act). (b) The Board may designate from time to time a Chairperson who shall preside at all meetings. Meetings of the Board may be called by the Chairperson or any two Directors, and may be held on such date and at such time and place place, as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time, and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the Company Act if the Company is registered as an “investment company” under the Company 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting. (c) The Board may designate from time to time agents and employees of the CompanyFund, including without limitation employees of the Investment Manager and its membersManager, who shall have the same powers and duties on behalf of the Company Fund (including the power to bind the CompanyFund ) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the CompanyFund.

Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the Company Act if the Company is registered as an “investment company” under the Company Act0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person, which may include any means of communication that allows all Directors participating to hear each other simultaneously during the meeting, as permitted by the SEC and/or the 1940 Act, or, if in person attendance is not required by the 1940 Act, in person or by telephone); or (ii) by unanimous written consent of all of the Directors without a meeting (includingmeeting, if permissible under the Company 1940 Act, at any time the Company is registered as an “investment company” under the Company Act). (b) The Board may designate from time to time a Chairperson who shall preside at all meetings. Meetings of the Board may be called by the Chairperson or any two Directors, and may be held on such date and at such time and place place, as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time, and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the Company Act if the Company is registered as an “investment company” under the Company 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting. (c) The Board may designate from time to time agents and employees of the CompanyMaster Fund , including without limitation employees of the Investment Manager and its membersManager, who shall have the same powers and duties on behalf of the Company Master Fund (including the power to bind the CompanyMaster Fund ) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the CompanyMaster Fund.

Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the Company Act if the Company is registered as an “investment company” under the Company 1940 Act) present at a meeting duly called at which a quorum of the Directors xx xxx Xirectors shall be present (in person, which may include any means of communication that allows all Directors participating to hear each other simultaneously during the meeting, as permitted by the SEC and/or the 1940 Act, or, if in person attendance is not required by the 1940 Act, in person or by telephone); or (ii) by unanimous written consent of all of the Directors without a meeting (includingmeeting, if permissible under the Company 1940 Act, at any time the Company is registered as an “investment company” under the Company Act). (b) The Board may designate from time to time a Chairperson who shall preside at all meetings. Meetings of the Board may be called by the Chairperson or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time, and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the Company Act if the Company is registered as an “investment company” under the Company 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting. (c) The Board may designate from time to time agents and employees of the CompanyMaster Fund, including without limitation employees of the Investment Manager and its membersAdviser, who shall have the same powers and duties on behalf of the Company Master Fund (including the power to bind the CompanyMaster Fund) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the CompanyMaster Fund.

Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors Managers (which majority shall include any requisite number of Independent Directors Managers required by the Company Act if the Company is registered as an “investment company” under the Company 1940 Act) present at a meeting duly called at which a quorum of the Directors thx Xxxxxxrs shall be present (in person, which may include any means of communication that allows all Directors Managers participating to hear each other simultaneously during the meeting); , as permitted by the SEC and/or the 1940 Act, or, if in person attendance is not required by the 1940 Act, in person or by telephone) or (ii) by unanimous written consent of all of the Directors Managers without a meeting (includingmeeting, if permissible under the Company 1940 Act, at any time the Company is registered as an “investment company” under the Company Act). (b) The Board may designate from time to time a Chairperson who shall preside at all meetings. Meetings of the Board may be called by the Chairperson or any two DirectorsManagers, and may be held on such date and at such time and place as the Board shall determine. Each Director Manager shall be entitled to receive written notice of the date, time, and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director Manager who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors Managers may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the Company Act if the Company is registered as an “investment company” under the Company 1940 Act. A majority of the Directors Managers then in office shall constitute a quorum at any meeting. (c) The Board may designate from time to time agents and employees of the CompanyFund, including without limitation employees of the Investment Manager and its membersAdviser, who shall have the same powers and duties on behalf of the Company Fund (including the power to bind the CompanyFund) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the CompanyFund.

Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors Managers (which majority shall include any requisite number of Independent Directors Managers required by the Company Act if the Company is registered as an “investment company” under the Company 1940 Act) present at a meeting duly called at which a quorum of the Directors xx xxx Xanagers shall be present (in person, which may include any means of communication that allows all Directors Managers participating to hear each other simultaneously during the meeting); , as permitted by the SEC and/or the 1940 Act, or, if in person attendance is not required by the 1940 Act, in person or by telephone) or (ii) by unanimous written consent of all of the Directors Managers without a meeting (includingmeeting, if permissible under the Company 1940 Act, at any time the Company is registered as an “investment company” under the Company Act). (b) The Board may designate from time to time a Chairperson who shall preside at all meetings. Meetings of the Board may be called by the Chairperson or any two DirectorsManagers, and may be held on such date and at such time and place as the Board shall determine. Each Director Manager shall be entitled to receive written notice of the date, time, and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director Manager who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors Managers may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the Company Act if the Company is registered as an “investment company” under the Company 1940 Act. A majority of the Directors Managers then in office shall constitute a quorum at any meeting. (c) The Board may designate from time to time agents and employees of the CompanyFund, including without limitation employees of the Investment Manager and its membersAdviser, who shall have the same powers and duties on behalf of the Company Fund (including the power to bind the CompanyFund) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the CompanyFund.

Actions by the Board. (a) Unless Except as required by applicable law or the Articles of Association, at all meetings of the Board, a minimum of four (4) directors, including at least one (1) Class A Director and one (1) Class B Director shall constitute a quorum for the transaction of business; provided otherwise in this Agreement, that a majority of the directors shall constitute a quorum if (i) the Class A Directors or Class B Directors shall have recused themselves from a meeting of the Board or (ii) any meeting of the Board shall have been postponed more than two (2) times because of repeated non-attendance by any director(s). If a quorum shall not be present at any meeting of the Board or any committee thereof, the directors present thereat may adjourn the meeting from time to time and the directors present thereat shall cause notice to be given to all directors of the time and place of the adjourned meeting, until a quorum shall be present. Whenever a quorum is present, the act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the Company Act if the Company is registered as an “investment company” under the Company Act) directors or committee members present at a any meeting duly called at which a quorum shall be the act of the Directors shall be present (in person, which may include any means of communication that allows all Directors participating to hear each other simultaneously during the meeting); Board or (ii) by unanimous written consent of all of the Directors without a meeting (including, if permissible under the Company Act, at any time the Company is registered as an “investment company” under the Company Act)such committee. (b) The Regular meetings of the Board may designate from time to time shall occur at least ten (10) times per year in accordance with a Chairperson who shall preside schedule approved by the Class A Directors and Class B Directors at all meetingsthe beginning of each year. Meetings In addition, meetings of the Board may be called by the Chairperson or any two Directorsheld, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive following reasonable advance written notice of not less than ten (10) days (or such shorter period as one Class A Director and one Class B Director may agree), whenever requested by any Class A Director or Class B Director. Members of the dateBoard, timeor any committee thereof, may participate in a meeting of the Board or such committee by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and place of such meeting within a reasonable time participation in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting pursuant to the lack of notice or who this Section 2.6(b) shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where constitute presence in person attendance at a meeting is required by the Company Act if the Company is registered as an “investment company” under the Company Act. A majority of the Directors then in office shall constitute a quorum at any such meeting. (c) The Board may designate from time to time agents and employees of shall oversee the Company, including without limitation employees of the Investment Manager and its members, who shall have the same powers and duties on behalf management of the Company (including and may exercise all such powers of the power to bind the Company) Company and do all such lawful acts and things as are customarily vested in officers not required to be exercised or done by the Stockholders by applicable law or by the Articles of a Delaware corporationAssociation or by this Agreement; provided, and designate them as officers that no Fundamental Action may be approved at any meeting of the CompanyBoard which is convened pursuant to the proviso to the first sentence of Section 2.6(a).

Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the Company Act if the Company is registered as an “investment company” under the Company Act1000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in personperson or, which may include any if in person attendance is not required by the 1940 Act, in person or by telephone or similar communications equipment by means of communication that allows which all Directors Persons participating to in the meeting can hear each other simultaneously during the meetingother); or (ii) by unanimous written consent of all a majority of the Directors without a meeting (includingand without prior notice, if permissible under the Company 1940 Act, at any time the Company is registered as an “investment company” under the Company Act). (b) The Board may designate from time to time a Chairperson Chairman who shall preside at all meetings. Any such Person who is an Independent Director shall be a non-executive Chairman of the Fund. Meetings of the Board may be called by the Chairperson Chairman or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephonetelephone or similar communications equipment by means of which all Persons participating in the meeting can hear each other, except where in person attendance at a meeting is required by the Company Act if the Company is registered as an “investment company” under the Company 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting. (c) The Board may designate from time to time agents and employees of the Company, including without limitation employees of the Investment Manager and its members, Fund who shall have the same powers and duties on behalf of the Company Fund (including the power to bind the CompanyFund) as are customarily vested in officers of a Delaware corporationcorporation or such powers as are otherwise delegated to them by the Board, and designate them as officers of the CompanyFund.

Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the Company Act if the Company is registered as an “investment company” under the Company Act0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person, which may include any means of communication that allows all Directors participating to hear each other simultaneously during the meeting, as permitted by the SEC and/or the 1940 Act, or, if in person attendance is not required by the 1940 Act, in person or by telephone); or (ii) by unanimous written consent of all of the Directors without a meeting (includingmeeting, if permissible under the Company 1940 Act, at any time the Company is registered as an “investment company” under the Company Act). (b) The Board may designate from time to time a Chairperson who shall preside at all meetings. Meetings of the Board may be called by the Chairperson or any two Directors, and may be held on such date and at such time and place place, as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time, and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the Company Act if the Company is registered as an “investment company” under the Company 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting. (c) The Board may designate from time to time agents and employees of the CompanyTEI Fund, including without limitation employees of the Investment Manager and its membersManager, who shall have the same powers and duties on behalf of the Company TEI Fund (including the power to bind the CompanyTEI Fund ) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the CompanyTEI Fund.

Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the Company Act if the Company is registered as an “investment company” under the Company Act1000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person, which may include any means of communication that allows all Directors participating to hear each other simultaneously during the meeting, as permitted by the SEC and/or the 1940 Act, or, if in person attendance is not required by the 1940 Act, in person or by telephone); or (ii) by unanimous written consent of all of the Directors without a meeting (includingmeeting, if permissible under the Company 1940 Act, at any time the Company is registered as an “investment company” under the Company Act). (b) The Board may designate from time to time a Chairperson who shall preside at all meetings. Meetings of the Board may be called by the Chairperson or any two Directors, and may be held on such date and at such time and place place, as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time, and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the Company Act if the Company is registered as an “investment company” under the Company 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting. (c) The Board may designate from time to time agents and employees of the CompanyFund, including without limitation employees of the Investment Manager and its membersManager, who shall have the same powers and duties on behalf of the Company Fund (including the power to bind the CompanyFund ) as are customarily vested in officers of a Delaware corporation, and designate them as officers of the CompanyFund.

Actions by the Board. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (which majority shall include any requisite number of Independent Directors required by the Company Act if the Company is registered as an “investment company” under the Company Act1000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in personperson or, which may include any means of communication that allows all Directors participating to hear each other simultaneously during if in person attendance is not required by the meeting1940 Act, in person or by telephone); or (ii) by unanimous written consent of all a majority of the Directors without a meeting (includingand without prior notice, if permissible under the Company 1940 Act, at any time the Company is registered as an “investment company” under the Company Act). (b) The Board may designate from time to time a Chairperson Chairman who shall preside at all meetings. Any such Person who is an Independent Director shall be a non-executive Chairman of the Fund. Meetings of the Board may be called by the Chairperson Chairman or any two Directors, and may be held on such date and at such time and place as the Board shall determine. Each Director shall be entitled to receive written notice of the date, time, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice or who shall execute a written waiver of notice with respect to the meeting. Directors may attend and participate in any meeting by telephone, except where in person attendance at a meeting is required by the Company Act if the Company is registered as an “investment company” under the Company 1940 Act. A majority of the Directors then in office shall constitute a quorum at any meeting. (c) The Board may designate from time to time agents and employees of the Company, including without limitation employees of the Investment Manager and its members, Fund who shall have the same powers and duties on behalf of the Company Fund (including the power to bind the CompanyFund) as are customarily vested in officers of a Delaware corporationcorporation or such powers as are otherwise delegated to them by the Board, and designate them as officers of the CompanyFund.