Requisite Action. A majority of the members of the Committee shall constitute a quorum. The vote of a majority of those present at a meeting at which a quorum is present or the unanimous written consent of the Committee shall constitute action by the Committee.

Corporate Action. All corporate action necessary for the valid execution, delivery and performance # by the [[Organization A:Organization]] of this Agreement and each other Loan Document to which it is a Party, and # by [[Organization C:Organization]] of the [[Organization C:Organization]] Guarantee shall have been duly and effectively taken, and evidence thereof satisfactory to the [[Organization B:Organization]] shall have been provided to the [[Organization B:Organization]].

Administrator Action. Notwithstanding Section 11(a), the Administrator, in its discretion, may provide either in the Award Certificate regarding a given Award or by subsequent written approval that the grantee (who is an employee) may transfer his or her Stock Options to his or her immediate family members, to trusts for the benefit of such family members, or to partnerships in which such family members are the only partners, provided that the transferee agrees in writing with the Company to be bound by all of the terms and conditions of this Plan and the applicable Award. In no event may an Award be transferred by a grantee for value.

Alternative Action. In the event it becomes impossible for the Employer or the Administrator to perform any act required by this Agreement due to regulatory or other constraints, the Employer or Administrator may perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Employer, provided that such alternative act does not violate Code Section 409A.

Company Action. Any action required of the Company shall be by resolution of the Board or by a person or entity authorized to act by resolution of the Board.

Committee Action. Except as provided in [Section 6.7(i)], the Committee may, in its discretion, determine that notwithstanding Section 11.1, any or all Awards shall be transferable to and exercisable by such transferees, and subject to such terms and conditions, as the Committee may deem appropriate; provided, however, no Award may be transferred for value without stockholder approval.

Corporation Action. Neither a consolidation, merger or other business combination of the Corporation with or into another corporation or other entity, nor a sale or transfer of all or part of the Corporation’s assets for cash, securities or other property will be considered a liquidation, dissolution or winding upon the Corporation.

Action, Suits. It is not in violation of any order of Official Body or arbitrator which could not, in the aggregate, be expected to have a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise), businesses or properties of Arrow and the other Originators, taken as a whole. Except as set forth in [Schedule 4.1(g)], there are no actions, suits, litigation or proceedings pending, or to its knowledge, threatened, against or affecting it or any of its Subsidiaries or their respective properties, in or before any Official Body or arbitrator which in each case with respect to the Master Servicer or any of its Subsidiaries (other than the SPV), if adversely determined could have a Material Adverse Effect or a material adverse effect on the condition (financial or otherwise), businesses or properties of Arrow and the other Originators, taken as a whole.

Board Action. The Board, acting in its absolute discretion, has the right to grant Options to Eligible Employees, Directors and Consultants under this Plan from time to time. Each grant of an Option to an Eligible Employee, Director or Consultant will be evidenced by an Option Certificate, and each Option Certificate will set forth the number of Shares that may be purchased under the Option, the Option Price, and such additional terms and conditions of such grant (including, without limitation, vesting requirements) as may be determined by the Board.

Course of Action. In the event that Licensee’s, its Affiliates” or its sublicensees” making, having made, importing, exporting, using, Manufacturing, having Manufactured Licensed Compound or distributing, marketing, promoting, offering for sale or selling Licensed Product infringes, will infringe or is alleged by a Third Party to infringe, a claim of a patent that specifically covers the Licensed Compound or its Manufacture, the Party becoming aware of same shall promptly notify the other. Licensee shall determine a course of action that may include: # modification of the Licensed Product or its use and Manufacture so as to be non-infringing; or # obtaining a license or assignment from said Third Party.