Common use of Action By Consent of Board or Committee of Board Clause in Contracts

Action By Consent of Board or Committee of Board. Except as otherwise required by Applicable Law or as otherwise specified in this Agreement, all decisions of the Board, or any committee of the Board, shall require the affirmative vote of a majority of the Directors present at a meeting at which a quorum, as described in Section 4.08 or 4.10, as applicable, is present. To the extent permitted by Applicable Law, the Directors may act without a meeting so long as a majority of the Directors on the Board or committee of the Board (or such other number of Directors or class of Directors as is required for such action under this Agreement) shall have executed a written consent with respect to any Director or committee of the Board action, as applicable, taken in lieu of a meeting. With respect to any matter requiring approval of the Board (but not any matter requiring approval of only a specific class of Directors), in the event of a tie vote, the Board hereby delegates to Penn Virginia Corporation the authority to break the tie vote (which authority Penn Virginia Corporation may, in its sole discretion, delegate to any direct or indirect wholly-owned subsidiary of Penn Virginia Corporation other than the general partner of PVG); provided, however, Penn Virginia Corporation (and any delegate thereof) shall not have such tie breaking authority at any time (i) there is a Peabody Designee serving on the Board, or (ii) after either a majority of the Class A Directors or a majority of the Class B Directors have provided ten (10) days prior written notice of their election to terminate such tie breaking authority.

Action By Consent of Board or Committee of Board. Except as otherwise required by Applicable Law or as otherwise specified in this Agreement, all decisions of the Board, or any committee of the Board, shall require the affirmative vote of a majority of the Directors present at a meeting at which a quorum, as described in Section 4.08 or 4.10, as applicable, is present. To the extent permitted by Applicable Law, the Directors may act without a meeting so long as a majority of the Directors on the Board or committee of the Board (or such other number of Directors or class of Directors as is required for such action under this Agreement) shall have executed a written consent with respect to any Director or committee of the Board action, as applicable, taken in lieu of a meeting. With respect to any matter requiring approval of the Board (but not any matter requiring approval of only a specific class of Directors), in the event of a tie vote, the Board hereby delegates to Penn Virginia Corporation the authority to break the tie vote (which authority Penn Virginia Corporation may, in its sole discretion, delegate to any direct or indirect wholly-owned subsidiary of Penn Virginia Corporation other than the general partner of PVG)vote; provided, however, Penn Virginia Corporation (and any delegate thereof) shall not have such tie breaking authority at any time (i) there is a Peabody Designee serving on the Board, or (ii) after either a majority of the Class A Directors or a majority of the Class B Directors have provided ten (10) days prior written notice of their election to terminate such Penn Virginia Corporation's tie breaking authority.