Common use of Action Required Clause in Contracts

Action Required. No transactions involving remuneration or benefit to a covered person (as defined in Section 7.38.3 herein), or to an organization in which a covered person has a material financial interest or of which the covered person is a member, officer, director, general partner, principal or controlling stockholder, shall be entered into by the Company without (a) a full written disclosure to the Board of Managers by the covered person of the material facts of the transaction and the covered person’s interest or relationship; (b) the authorization, approval or ratification of the Board of Managers; and (c) a determination by a majority of disinterested Managers (even though the disinterested Managers may be less than a quorum) that the transaction is fair to the Company at the time it is authorized, approved or ratified. No director so involved may vote on such authorization, approval or ratification by the Board of Managers. Full disclosure, followed by Board of Managers approval, shall constitute a finding of fairness in the absence of clear intention to the contrary.

Action Required. No transactions involving remuneration or benefit to a covered person (as defined in Section 7.38.3 8.3 herein), or to an organization in which a covered person has a material financial interest or of which the covered person is a member, officer, director, general partner, principal or controlling stockholder, shall be entered into by the Company without without‌ (a) a full written disclosure to the Board of Managers by the covered person of the material facts of the transaction and the covered person’s interest or relationship; (b) the authorization, approval or ratification of the Board of Managers; and (c) a determination by a majority of disinterested Managers (even though the disinterested Managers may be less than a quorum) that the transaction is fair to the Company at the time it is authorized, approved or ratified. No director so involved may vote on such authorization, approval or ratification by the Board of Managers. Full disclosure, followed by Board of Managers approval, shall constitute a finding of fairness in the absence of clear intention to the contrary.

Action Required. No transactions involving remuneration or benefit to a covered person (as defined in Section 7.38.3 8.3 herein), or to an organization in which a covered person has a material financial interest or of which the covered person is a member, officer, director, general partner, principal or controlling stockholder, shall be entered into by the Company without (a) a full written disclosure to the Board of Managers by the covered person of the material facts of the transaction and the covered person’s interest or relationship; (b) the authorization, approval or ratification of the Board of Managers; and (c) a determination by a majority of disinterested Managers (even though the disinterested Managers may be less than a quorum) that the transaction is fair to the Company at the time it is authorized, approved or ratified. No director so involved may vote on such authorization, approval or ratification by the Board of Managers. Full disclosure, followed by Board of Managers approval, shall constitute a finding of fairness in the absence of clear intention to the contrary.

Action Required. No transactions involving remuneration or benefit to a covered person (as defined in Section 7.38.3 8.3 herein), or to an organization in which a covered person has a material financial interest or of which the covered person is a member, officer, director, general partner, principal or controlling stockholder, shall be entered into by the Company without without (a) a full written disclosure to the Board of Managers by the covered person of the material facts of the transaction and the covered person’s interest or relationship; (b) the authorization, approval or ratification of the Board of Managers; and (c) a determination by a majority of disinterested Managers (even though the disinterested Managers may be less than a quorum) that the transaction is fair to the Company at the time it is authorized, approved or ratified. No director so involved may vote on such authorization, approval or ratification by the Board of Managers. Full disclosure, followed by Board of Managers approval, shall constitute a finding of fairness in the absence of clear intention to the contrary.

Action Required. No transactions involving remuneration or benefit to a covered person (as defined in Section 7.38.3 8.3 herein), or to an organization in which a covered person has a material financial interest or of which the covered person is a member, officer, director, general partner, principal or controlling stockholder, shall be entered into by the Company without (a) a full written disclosure to the Board of Managers by the covered person of the material facts of the transaction and the covered person’s interest or relationship; (b) the authorization, approval or ratification of the Board of Managers; and (c) a determination by a majority of disinterested Managers (even though the disinterested Managers may be less than a quorum) that the transaction is fair to the Company at the time it is authorized, approved or ratified. No director so involved may vote on such authorization, approval or ratification by the Board of Managers. Full disclosure, followed by Board of Managers approval, shall constitute a finding of fairness in the absence of clear intention to the contrary.. 14