Common use of Committees of the Board Clause in Contracts

Committees of the Board. The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxx.

Committees of the Board. The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin Xxxxxx and Xxxxx X. KindXxxx. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind Xxxx (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxx.

Committees of the Board. The Board of Directors may, by resolutionresolution passed by a majority of the whole Board, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee)committees, each of which shall be composed committee to consist of one or more Directors, and directors. The Board may designate one or more of the Directors directors as alternate members of any committee, who may, subject to may replace any limitations imposed by the Board of Directors, replace absent or disqualified Directors member at any meeting of that such committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another director to act at the meeting in the place of any such absent or disqualified member. Any such committeecommittee of the Board, to the extent provided in the resolution of the Board designating such resolutioncommittee, shall have and may exercise all of the powers and authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment management of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have such power or authority in reference to amending the Certificate of Incorporation (except that such a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law, recommending to the stockholders the sale, lease or exchange of all or substantially all the Corporation’s property and assets, recommending to the stockholders a dissolution of the Corporation or the revocation of a dissolution, or amending these By-laws; provided further, however, that, unless expressly so provided in the resolution of the Board designating such committee, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to the provisions Section 253 of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such Corporation Law. Each committee of the Board shall keep regular minutes of Directors or any member thereof its proceedings and report the same to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of Board when so requested by the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. XxxxxBoard.

Committees of the Board. The Board of Directors may, by resolutionresolution passed by a majority of the whole Board, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee)committees, each of which shall be composed committee to consist of one or more Directors, and . The Board may designate one or more of the Directors as alternate members of any committee, who may, subject to may replace any limitations imposed by the Board of Directors, replace absent or disqualified Directors member at any meeting of that such committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified member. Any such committeecommittee of the Board, to the extent provided in the resolution of the Board designating such resolutioncommittee, shall have and may exercise all of the powers and authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment management of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have such power or authority in reference to amending the Certificate of Incorporation (except that such a committee may, to the extent authorized in the resolution or resolutions providing for the issuance of shares of stock adopted by the Board as provided in Section 151(a) of the General Corporation Law, fix the designations and any of the preferences or rights of such shares relating to dividends, redemption, dissolution, any distribution of assets of the Corporation or the conversion into, or the exchange of such shares for, shares of any other class or classes of stock of the Corporation or fix the number of shares of any series of stock or authorize the increase or decrease of the shares of any series), adopting an agreement of merger or consolidation under Section 251 or 252 of the General Corporation Law, recommending to the Stockholders the sale, lease or exchange of all or substantially all the Corporation's property and assets, recommending to the Stockholders a dissolution of the Corporation or the revocation of a dissolution, or amending these By-laws; provided further, however, that, unless expressly so provided in the resolution of the Board designating such committee, no such committee shall have the power or authority to declare a dividend, to authorize the issuance of stock, or to adopt a certificate of ownership and merger pursuant to the provisions Section 253 of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such Corporation Law. Each committee of the Board shall keep regular minutes of Directors or any member thereof its proceedings and report the same to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of Board when so requested by the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. XxxxxBoard.

Committees of the Board. SECTION 3.1 The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent by resolution adopted by a majority of the number of directors fixed by these By-Laws, may designate two or disqualified Directors at any meeting more directors to constitute an Executive Committee and other committees, each of that committee. Any such committeewhich, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to Directors and the limitations set forth in the Delaware Act, if any, or in the establishment management of the committeeAssociation. Any member The designation of any such committee may be removed from such committee by and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or any member of the Board of Directors by law. Unless The Board of Directors reserves to itself alone the resolution designating a particular committee power to act on (1) dissolution, merger or this Agreement expressly so providesconsolidation, or disposition of substantially all corporate property, (2) designation of committees or filling vacancies on the Board of Directors or on a committee of the Board (except as hereinafter provided), (3) adoption, amendment or repeal of By-laws, (4) amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable, and (5) declaration of dividends, issuance of stock, or recommendations to stockholders of any action requiring stockholder approval. The Board of Directors shall not have or the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee Chairman of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware ActAssociation may change the membership of any committee at any time, fill vacancies therein, discharge any committee or member thereof either with or without cause at any time, and change at any time the authority and responsibility of any such committee. Notwithstanding anything contained herein to A majority of the contrary, the delegation to members of any committee of the Board of Directors may fix such committee's rules of procedure. All action by any management powers over the business and affairs of the Partnership pursuant committee shall be reported to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof at a meeting succeeding such action, except such actions as the Board may not require to be a general partner of reported to it in the Partnership or to have or resolution creating any such committee. Any action by any committee shall be subject to revision, alteration, and approval by the Board of Directors, except to the extent otherwise provided in the resolution creating such committee; provided, however, that no rights or acts of third parties shall be affected by any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxxsuch revision or alteration.

Committees of the Board. The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts 810649.05-WILSR01A - MSW Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxx.

Committees of the Board. The In the event that the Board establishes any committee thereof, the Company will ensure that at least one (1) of the Warburg Directors mayand one (1) of the Tiptree Directors will be appointed to each committee of the Board, unless otherwise prohibited by resolutionlaw or applicable rules or regulations of any stock exchange or automated dealer quotation system on which the Common Stock is listed. Notwithstanding the foregoing, designate from among and subject to Section 1(g), the Board shall establish a committee thereof (the “Related Party Transaction Committee”) consisting entirely of one (1) of the Warburg Directors, one (1) of the Tiptree Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee)Independent Director, with each of member having one (1) vote, to which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by committee the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee, shall delegate exclusive power and authority (to the extent provided in such resolution, shall have and may exercise all permitted by Law) on behalf of the authority of the Board of DirectorsCompany and its Subsidiaries, subject to the limitations set forth monitor, terminate, and make decisions in the Delaware Act, if any, or in the establishment of the committee. Any member respect of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7Affiliate Arrangement (as defined on Schedule II) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee existing as of the date hereof or entered into following the date hereof in accordance with Section 1(g); provided that if no Independent Director has been appointed to and/or is serving on the Related Party Transaction Committee, then the Tiptree Investors, on the one hand, and the Warburg Investors, on the other hand, shall each have the right to designate one (1) additional director who is not an officer, director, stockholder, partner, employee, manager or independent contractor of any Investor or any of their respective Affiliates, which directors shall serve on the Related Party Transaction Committee and shall each be considered an “Independent Director” for purposes of the Agreement. Directors appointed pursuant to this Agreement are Xxxxx X. Xxxxx Section 1(c) may only be removed with the mutual consent of the Tiptree Investors and the Warburg Investors. The parties hereto hereby acknowledge and agree that the approval of the Related Party Transaction Committee shall be required for Tiptree or its Affiliates to invest in or acquire the assets of Tiptree or any of its Affiliates (Chairmanother than the Group Companies) on behalf of, or for the benefit of, the Company or its Subsidiaries, or to sell or transfer to the Company or its Subsidiaries any assets or equity of or held by Tiptree or any of its Affiliates (other than the Group Companies), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members or have any investments held by or for the benefit of the Conflicts Committee as of Company or its Subsidiaries sold or transferred to Tiptree or its Affiliates (other than the date of this Agreement are Xxxxx X. Kind (Chairman)Group Companies) in each case, Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxxunder any investment advisory agreement, investment management agreement or similar agreement.

Committees of the Board. Section 3.1 The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent by resolution adopted by a majority of the number of directors fixed by these By-Laws, may designate two or disqualified Directors at any meeting more directors to constitute an Executive Committee and other committees, each of that committee. Any such committeewhich, to the extent authorized by law and provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to Directors and the limitations set forth in the Delaware Act, if any, or in the establishment management of the committeeAssociation. Any member The designation of any such committee may be removed from such committee by and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility or liability imposed upon it or any member of the Board of Directors by law. Unless The Board of Directors reserves to itself alone the resolution designating a particular committee power to act on (1) dissolution, merger or this Agreement expressly so providesconsolidation, or disposition of substantially all corporate property, (2) designation of committees or filling vacancies on the Board of Directors or on a committee of the Board (except as hereinafter provided), (3) adoption, amendment or repeal of By-laws, (4) amendment or repeal of any resolution of the Board which by its terms is not so amendable or repealable, and (5) declaration of dividends, issuance of stock, or recommendations to stockholders of any action requiring stockholder approval. The Board of Directors shall not have or the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee Chairman of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware ActAssociation may change the membership of any committee at any time, fill vacancies therein, discharge any committee or member thereof either with or without cause at any time, and change at any time the authority and responsibility of any such committee. Notwithstanding anything contained herein to A majority of the contrary, the delegation to members of any committee of the Board of Directors may fix such committee's rules of procedure. All action by any management powers over the business and affairs of the Partnership pursuant committee shall be reported to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof at a meeting succeeding such action, except such actions as the Board may not require to be a general partner of reported to it in the Partnership or to have or resolution creating any such committee. Any action by any committee shall be subject to revision, alteration, and approval by the Board of Directors, except to the extent otherwise provided in the resolution creating such committee; provided, however, that no rights or acts of third parties shall be affected by any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxxsuch revision or alteration.

Committees of the Board. The Board of Directors may, by resolution, designate from among the Directors one or more committees (which shall include the Audit Committee and the Conflicts Committee), each of which shall be composed of one or more Directors, and may designate one or more of the Directors as alternate members of any committee, who may, subject to any limitations imposed by the Board of Directors, replace absent or disqualified Directors at any meeting of that committee. Any such committee, to the extent provided in such resolution, shall have and may exercise all of the authority of the Board of Directors, subject to the limitations set forth in the Delaware Act, if any, or in the establishment of the committee. Any member of any such committee may be removed from such committee by the Board of Directors. Unless the resolution designating a particular committee or this Agreement expressly so provides, a committee of the Board of Directors shall not have 857826.04-WILSR01A - MSW the authority to authorize or make a distribution to the Limited Partners or to authorize the issuance of Limited Partner Interests. Any committee of the Board of Directors shall constitute a committee within the meaning of Section 17-303(b)(7) of the Delaware Act. Notwithstanding anything contained herein to the contrary, the delegation to any committee of the Board of Directors of any management powers over the business and affairs of the Partnership pursuant to the provisions of this Agreement shall not cause the General Partner to cease to be a general partner of the Partnership nor shall it cause such committee of the Board of Directors or any member thereof to be a general partner of the Partnership or to have or be subject to any liabilities of a general partner of the Partnership that may be applicable. The initial members of the Audit Committee as of the date of this Agreement are Xxxxx X. Xxxxx (Chairman), Xxxxx Xxxxxxxxx Austin and Xxxxx X. Kind. The initial members of the Conflicts Committee as of the date of this Agreement are Xxxxx X. Kind (Chairman), Xxxxx Xxxxxxxxx Xxxxxx and Xxxxx X. Xxxxx.