Common use of Management and Control Clause in Contracts

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of “manager” as defined under the Delaware Act (but is not the same as the term “Manager” as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company except within the scope of such Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “interested person” (as such term is defined in the 0000 Xxx) of such company. During any period in which the Company shall have no Directors, the Manager shall have the authority to manage the business and affairs of the Company. The Manager will oversee the day-to-day management of the Company and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the Company; determine whether future subscriptions should be accepted; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Company.

Management and Control. (a) Management and control of the business of the Company Master Fund shall be vested in the Board, which shall have the right, power and authority, on behalf of the Company Master Fund and in its name, to exercise all rights, powers and authority of “manager” as defined under the Delaware Act (but is not the same as the term “Manager” as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Company Master Fund and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company Master Fund except within the scope of such Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company Master Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company Master Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “interested person” (as such term is defined in the 0000 Xxx) of such company. During any period in which the Company Master Fund shall have no Directors, the Manager shall have continue to provide management and administrative services to the authority to manage the business and affairs of the CompanyMaster Fund. The Manager will oversee the day-to-day management of the Company Master Fund and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the CompanyMaster Fund; determine whether future subscriptions should be accepted; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the CompanyMaster Fund.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of “"manager” " as defined under the Delaware Act (but is not the same as the term “"Manager” " as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company except within the scope of such Director’s 's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “"interested person” " (as such term is defined in the 0000 Xxx1940 Act) of such company. During any period axx xxxxxd in which the Company shall have no Directors, the Manager shall have continue to provide management and administrative services to the authority Company pursuant to manage the business Investment Management and affairs of the CompanyAdministration Agreements. The Manager will oversee the day-to-day management of the Company and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the Company; determine whether future additional subscriptions should be acceptedsuspended; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Company.

Management and Control. (a) Management and control of the business of the Company Master Portfolio shall be vested in the Board, which shall have the right, power and authority, on behalf of the Company Master Portfolio and in its name, to exercise all rights, powers and authority of “manager” as defined under the Delaware Act (but is not the same as the term “Manager” as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Company Master Portfolio and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company Master Portfolio except within the scope of such Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company Master Portfolio as are customarily vested in each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company Master Portfolio as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “interested person” (as such term is defined in the 0000 Xxx) of such company. During any period in which the Company Master Portfolio shall have no Directors, the Manager shall have continue to provide management services to the authority to manage the business and affairs of the CompanyMaster Portfolio. The Manager will oversee the day-to-day management of the Company Master Portfolio and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the CompanyMaster Portfolio; determine whether future subscriptions should be accepted; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the CompanyMaster Portfolio.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of “"manager” " as defined under the Delaware Act (but is not the same as the term “"Manager” " as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company except within the scope of such Director’s 's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “"interested person” " (as such term is defined in the 0000 Xxx1940 Act) of such company. During any period anx xxxxxx in which the Company shall have no Directors, the Manager shall have continue to provide management and administrative services to the authority Company pursuant to manage the business Investment Management and affairs of the CompanyAdministration Agreements. The Manager will oversee the day-to-day management of the Company and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the Company; determine whether future additional subscriptions should be acceptedsuspended; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Company.

Management and Control. (a) Management and control of the business of the Company Portfolio shall be vested in the Board, which shall have the right, power and authority, on behalf of the Company Portfolio and in its name, to exercise all rights, powers and authority of “"manager” " as defined under the Delaware Act (but is not the same as the term “"Manager” " as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Company Portfolio and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company Portfolio except within the scope of such Director’s 's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company Portfolio as are customarily vested in each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company Portfolio as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “"interested person” " (as such term is defined in the 0000 Xxx) of such company. During any period in which the Company Portfolio shall have no Directors, the Manager shall have the authority to manage the business and affairs of the CompanyPortfolio. The Manager will oversee the day-to-day management of the Company Portfolio and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the CompanyPortfolio; determine whether future subscriptions should be accepted; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the CompanyPortfolio.

Management and Control. (a) Management and control of the business of the Company Portfolio shall be vested in the Board, which shall have the right, power and authority, on behalf of the Company Portfolio and in its name, to exercise all rights, powers and authority of “manager” as defined under the Delaware Act (but is not the same as the term “Manager” as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Company Portfolio and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company Portfolio except within the scope of such Director’s authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company Portfolio as are customarily vested in each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company Portfolio as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “interested person” (as such term is defined in the 0000 Xxx) of such company. During any period in which the Company Portfolio shall have no Directors, the Manager shall have the authority to manage the business and affairs of the CompanyPortfolio. The Manager will oversee the day-to-day management of the Company Portfolio and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the CompanyPortfolio; determine whether future subscriptions should be accepted; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the CompanyPortfolio.

Management and Control. (a) Management and control of the business business, operations, affairs and properties of the Company Fund shall be vested in the BoardBoard of Managers, which collectively shall have the right, power and authority, on behalf of the Company Fund and in its name, to exercise all rights, powers and authority of “managermanagers” as defined under the Delaware Act (but is not the same as the term “Manager” as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Company Fund and their its duties hereunder, including making all decisions regarding the aforementioned matters and to perform any and all other acts or activities customary or incidental to the business, operations, affairs and properties of the Fund. No Director Manager shall have the authority individually to act on behalf of or to bind the Company Fund except within the scope of such DirectorManager’s authority as delegated by the BoardBoard of Managers. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company Fund as are customarily vested in each director of a Delaware corporation and (ii) each Independent Director Manager shall be vested with the same powers, authority and responsibilities on behalf of the Company Fund as are customarily vested in each director Manager of a closed-end management investment company registered under the 1940 Investment Company Act that is organized as a Delaware corporation who is not an “interested person” (of such company as such term is defined in the 0000 Xxx) of such companyInvestment Company Act. During any period in which the Company Fund shall have no DirectorsManagers, the Manager Adviser shall continue to serve as investment adviser to the Fund and shall have the authority to manage the business and affairs of the CompanyFund, but only until such time as one or more Managers are elected by the Shareholders or the Fund is dissolved in accordance with Section 6.1. The Nothing herein shall prohibit a Manager will oversee the day-to-day management of the Company and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the Company; determine whether future subscriptions should be accepted; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Companyfrom being a Shareholder.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of “"manager” " as defined under the Delaware Act (but is not the same as the term “"Manager” " as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company except within the scope of such Director’s 's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “"interested person” " (as such term is defined in the 0000 Xxx1940 Act) of such companycompaxx. During Xxxxng any period in which the Company shall have no Directors, the Manager shall have continue to provide management and administrative services to the authority Company pursuant to manage the business Investment Management and affairs of the CompanyAdministration Agreements. The Manager will oversee the day-to-day management of the Company and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the Company; determine whether future additional subscriptions should be acceptedsuspended; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Company.

Management and Control. (a) Management and control of the business of the Company shall be vested in the Board, which shall have the right, power and authority, on behalf of the Company and in its name, to exercise all rights, powers and authority of “"manager” " as defined under the Delaware Act (but is not the same as the term “"Manager” " as defined in this Agreement) and to do all things necessary and proper to carry out the objective and business of the Company and their duties hereunder. No Director shall have the authority individually to act on behalf of or to bind the Company except within the scope of such Director’s 's authority as delegated by the Board. The parties hereto intend that, except to the extent otherwise expressly provided herein, (i) each Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a Delaware corporation and (ii) each Independent Director shall be vested with the same powers, authority and responsibilities on behalf of the Company as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized as a Delaware corporation who is not an “"interested person” " (as such term is defined in the 0000 Xxx1940 Act) of such companycompaxx. During Xxxing any period in which the Company shall have no Directors, the Manager shall have continue to provide management and administrative services to the authority Company pursuant to manage the business Investment Management and affairs of the CompanyAdministration Agreements. The Manager will oversee the day-to-day management of the Company and, subject to the approval of the Board, has the authority to: approve the acceptance of initial and subsequent subscriptions on behalf of the Company; determine whether future additional subscriptions should be acceptedsuspended; make determinations on the transfer of Interests; and manage and oversee the general administrative and operational aspects of the Company.