Disinterested Directors. AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.
Disinterested Directors. The Fund agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of Adviser or Distributor within the meaning of Section 2(a)(19) of the 1940 Act.
Disinterested Directors. SMFI agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of SMFI within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board;(b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.
Disinterested Directors. For purposes of this Agreement, “disinterested directors” mean any director of the Company who is not or was not a party to the proceeding in respect of which indemnification is being sought by a covered person.
Disinterested Directors. FAIP agrees that a majority of the Board of Directors of FAIP ("Board") will consist of persons who are not "interested persons" of the Company, as defined by Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC ("Disinterested Directors"), except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board; (b) for a period of sixty (60) days if a vote of shareholders is required to fill the vacancy or vacancies; or (c) for such longer period as the SEC may prescribe by order upon application.
Disinterested Directors. AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona fide resignation of any director, then the operation of this condition shall be suspended (a) for a period of forty-five (45) days if the vacancy or vacancies may be filled by the Board; (b) for a period
Disinterested Directors. Effective on the Closing Date and so long as the Purchaser's Directors constitute a majority of the Board, no amendment of this Agreement by which the Company is to be bound shall be effective unless approved by a majority of the members of the Board who are not Purchaser's Directors."
Disinterested Directors. Subject to the approval of a majority of the “Disinterested Directors” (as such term is defined in the Third Amended Holdings LLC Agreement) of the Majority Member (the “Holdings Disinterested Directors”), the Majority Member, at the direction, in writing, of the Nominating Committee, shall have sole responsibility for the nomination, renewal of a term, removal or replacement of any Disinterested Director. If any Disinterested Director is removed, retires, or is otherwise unwilling or unable to serve, or if there is a vacancy of any Disinterested Director for any reason, the Majority Member shall, as soon as practicable and at the direction, in writing, of the Nominating Committee, subject to the approval of a majority of the Holdings Disinterested Directors, designate a successor Disinterested Director. The term of any Disinterested Director who is not an Initial Disinterested Director may be renewed for no more than one additional term of four years. No Disinterested Director shall at any time serve as trustee in bankruptcy for any Affiliate of the Company.
Disinterested Directors. 1.3(a) Dissenting Shares.........................................................3.1(d) Effective Time...............................................................2.3
Disinterested Directors. AVIF agrees that its Board of Directors shall at all times consist of directors a majority of whom (the "Disinterested Directors") are not interested persons of AVIF within the meaning of Section 2(a)(19) of the 1940 Act and the rules thereunder and as modified by any applicable orders of the SEC, except that if this condition is not met by reason of the death, disqualification, or bona
