Disinterested Managers Sample Clauses
The Disinterested Managers clause designates certain managers who do not have a personal interest in a specific transaction or matter to make impartial decisions on behalf of the company. In practice, this means that if a conflict of interest arises—such as when a manager stands to benefit personally from a proposed deal—only those managers without such interests are authorized to review and approve the transaction. This clause ensures that decisions are made objectively and helps prevent self-dealing or biased outcomes, thereby protecting the integrity of the company's governance.
Disinterested Managers. Subject to the requirements of the Investment Company Act, at any time that the Company shall have in effect an election to be treated as a business development company under the Investment Company Act, then at least a majority of the members of the Board of Managers shall be Disinterested Managers. If at any time the number of Disinterested Managers is less than a majority, action shall be taken pursuant to Section 4.1 or Section 4.4 to restore the number of Disinterested Managers to at least a majority.
Disinterested Managers. Buyer and its Affiliates will not engage in any Material Transaction with the Trust without the prior approval of a majority of the Managers, excluding the Buyer Representatives (the Managers other than the Buyer Representatives, the "Disinterested Managers"). Buyer and the Trust agree that the approval of a majority of the Disinterested Managers shall satisfy the requirements of any provision of this Agreement requiring the approval of a majority of the Managers if the transaction requiring such approval would constitute a Material Transaction.