Common use of Vacancies and Appointment of Directors Clause in Contracts

Vacancies and Appointment of Directors. In case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise, or a Director is otherwise unable to serve, or an increase in the number of Directors, a vacancy shall occur. Whenever a vacancy in the Board of Directors shall occur, until such vacancy is filled, the other Directors shall have all the powers hereunder and the certificate of the other Directors of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Directors shall fill such vacancy by appointing such other person as they in their discretion shall see fit consistent with the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Directors in office or by resolution of the Directors, duly adopted, which shall be recorded in the minutes of a meeting of the Directors, whereupon the appointment shall take effect. An appointment of a Director may be made by the Directors then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Directors effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Directors. As soon as any Director appointed pursuant to this Section 3.04 shall have accepted this appointment, or at such date as may be specified in the acceptance whenever made, the appointment shall vest in the new Director or Directors, together with the continuing Directors, without any further act or conveyance, and he shall be deemed a Director hereunder. The power to appoint a Director pursuant to this Section 3.04 is subject to the provisions of Section 16(a) of the 1940 Act.

Vacancies and Appointment of Directors. In case of the declination to serve, death, resignation, retirement, removal, physical or mental incapacity by reason of disease or otherwise, or a Director is otherwise unable to serve, or an increase in the number of Directors, a vacancy shall occur. Whenever a vacancy in the Board of Directors shall occur, until such vacancy is filled, the other Directors shall have all the powers hereunder and the certificate of the other Directors of such vacancy shall be conclusive. In the case of an existing vacancy, the remaining Directors shall fill such vacancy by appointing such other person as they in their discretion shall see fit consistent with the limitations under the 1940 Act. Such appointment shall be evidenced by a written instrument signed by a majority of the Directors in office or by resolution of the Directors, duly adopted, which shall be recorded in the minutes of a meeting of the Directors, whereupon the appointment shall take effect. An appointment of a Director may be made by the Directors then in office in anticipation of a vacancy to occur by reason of retirement, resignation or increase in number of Directors effective at a later date, provided that said appointment shall become effective only at or after the effective date of said retirement, resignation or increase in number of Directors. As soon as any Director appointed pursuant to this Section 3.04 Article III.04 shall have accepted this appointment, or at such date as may be specified in the acceptance whenever made, the appointment shall vest in the new Director or Directors, together with the continuing Directors, without any further act or conveyance, and he shall be deemed a Director hereunder. The power to appoint a Director pursuant to this Section 3.04 Article III.04 is subject to the provisions of Section 16(a) of the 1940 Act.