Common use of Action by the Board Clause in Contracts

Action by the Board. (a) A quorum of the Board will consist of at least four directors and one of the directors constituting such a quorum must be an Investor Director and one must be a Non-Investor Director. Notwithstanding the foregoing, in the event that a meeting has been duly noticed, called and convened in accordance with applicable Law and a director fails to attend or otherwise participate as permitted by Law, the other directors in attendance or otherwise participating will constitute a quorum. All actions of the Board will require (i) at least a majority of the votes entitled to be cast (pursuant to Section 6.5(b)) being cast in the affirmative at a meeting of the Board duly noticed and convened in accordance with applicable Law and otherwise in accordance with the terms of this Agreement and at which a quorum is present or (ii) the unanimous written consent of the Board; provided, however, that in the event there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business will be to fill such vacancy. (b) Each director will be entitled to one vote on all matters that are presented to the Board; provided, however, that if at any time after March 31, 2009 the EBITDA for the immediately preceding and completed four calendar quarters (the “EBITDA Calculation”) falls below the Trigger Threshold, as the same may hereafter be adjusted, for three consecutive months, then each Investor Director will be entitled to two votes on all such matters, and each of the other directors on the Board will be entitled to one vote on all such matters, until such time as the EBITDA Calculation exceeds the Trigger Threshold, as the same may hereafter be adjusted, for three consecutive months. (c) Notwithstanding anything herein to the contrary, each of the parties hereto further agrees that, upon the affirmative vote of a majority of the Investor Directors (the “Investor Director Voters”), a management employee may be terminated for “Cause” under such management employee’s employment agreement if such management employee (i) breaches any non-solicitation, non-competition or other restrictive covenant applicable to such Person, (ii) commits any act of misappropriation, fraud, including with respect to the Company’s accounting and financial statements, embezzlement or conversion of the Company’s or any Subsidiary’s property, or (iii) is convicted or enters a plea of no contest for any felony or is indicted or subject to a similar formal charge for any felony or lesser crime involving fraud, moral turpitude, embezzlement or theft; provided, however, that such vote must be made in good faith. Notwithstanding the foregoing, in the event of a dispute between such management employee and the Investor Director Voters as to whether sufficient Cause exists to terminate such management employee’s employment, then such dispute will be determined exclusively by arbitration before a single arbitrator administered by the American Arbitration Association (the “AAA”) in accordance with its commercial rules then in effect. The arbitration will be commenced and take place in the regional office of AAA located in Los Angeles, California and the parties will use their commercially reasonable efforts to complete the arbitration as promptly as practicable. During the pendency of any such arbitration, such management employee will continue to serve in his then management position within the Company; provided, however, that if such arbitration is not finally concluded on or prior to the 30th day following the date on which the arbitration is commenced, such management employee will immediately be removed and be replaced by a designee of the Investor. Each party to the arbitration shall bear its own legal fees and expenses and shall evenly share the remaining costs of the arbitration.

Action by the Board. (a) A quorum of the Board will shall consist of a majority of the total directors. If a quorum is not present within 60 minutes of the appointed time for a meeting, the meeting will automatically be adjourned to the same place and at least the same time the following week (or if such day is not a Business Day, at the same time on the next following Business Day), and any four directors and one of the directors constituting such a quorum must be an Investor Director and one must be a Non-Investor Director. Notwithstanding the foregoing, in the event that a meeting has been duly noticed, called and convened in accordance with applicable Law and a director fails to attend or otherwise participate as permitted by Law, the other directors in attendance or otherwise participating then present will constitute a quorum. For so long as the Investors or QPL (as the case may be) own at least 10% of Shares outstanding, the Shareholders agree not to take any action (and will procure that all directors appointed by such Shareholder pursuant to Section 2.1 will not take any action) at a meeting of the Board unless at least one director appointed by AOF or QPL (as the case may be) is present at the meeting. (b) All actions of the Board will shall require (i) the affirmative vote of at least a majority of the votes entitled to be cast (pursuant to Section 6.5(b)) being cast in the affirmative directors present at a duly convened meeting of the Board duly noticed and convened in accordance with applicable Law and otherwise in accordance with the terms of this Agreement and at which a quorum is present or (ii) the unanimous written consent of the Board; providedpresent, howeverprovided that, that in the event there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business will shall be to fill such vacancy. (bc) Each director will be entitled to one vote on all matters that are presented The executive officers of ASAT shall submit to the Board; provided, howeverand obtain their approval of, that if at any time after March 31prior to the start of each fiscal year of ASAT, 2009 the EBITDA for the immediately preceding and completed four calendar quarters a business plan (the “EBITDA Calculation”"Business Plan") falls below setting forth the Trigger Thresholdannual budget and operating plan of ASAT for such fiscal year. The Board shall receive quarterly (no later than 45 days after the relevant fiscal quarter ends) and annual (no later than 90 days after the relevant fiscal year ends) financial statements and other appropriate reports concerning operations of ASAT and other matters submitted to it. For the financial year ended April 30, as the same may hereafter 2000 and thereafter, such quarterly and annual financial statements shall be adjusted, for three consecutive months, then each Investor Director will be entitled to two votes on all such matters, and each of the other directors on the Board will be entitled to one vote on all such matters, until such time as the EBITDA Calculation exceeds the Trigger Threshold, as the same may hereafter be adjusted, for three consecutive months. (c) Notwithstanding anything herein to the contrary, each of the parties hereto further agrees that, upon the affirmative vote of a majority of the Investor Directors (the “Investor Director Voters”), a management employee may be terminated for “Cause” under such management employee’s employment agreement if such management employee (i) breaches any non-solicitation, non-competition or other restrictive covenant applicable to such Person, (ii) commits any act of misappropriation, fraud, including with respect to the Company’s accounting and financial statements, embezzlement or conversion of the Company’s or any Subsidiary’s property, or (iii) is convicted or enters a plea of no contest for any felony or is indicted or subject to a similar formal charge for any felony or lesser crime involving fraud, moral turpitude, embezzlement or theft; provided, however, that such vote must be made in good faith. Notwithstanding the foregoing, in the event of a dispute between such management employee and the Investor Director Voters as to whether sufficient Cause exists to terminate such management employee’s employment, then such dispute will be determined exclusively by arbitration before a single arbitrator administered by the American Arbitration Association (the “AAA”) prepared in accordance with its commercial rules then in effect. The arbitration will be commenced and take place in the regional office of AAA located in Los Angeles, California US GAAP and the parties will use their commercially reasonable efforts annual financial statements shall be reported on by the auditors selected pursuant to complete the arbitration as promptly as practicable. During the pendency of any such arbitration, such management employee will continue to serve in his then management position within the Company; provided, however, that if such arbitration is not finally concluded on or prior to the 30th day following the date on which the arbitration is commenced, such management employee will immediately be removed and be replaced by a designee of the Investor. Each party to the arbitration shall bear its own legal fees and expenses and shall evenly share the remaining costs of the arbitrationSection 2.

Action by the Board. (a) A quorum of the Board will shall consist of a majority of the total directors. If a quorum is not present within 60 minutes of the appointed time for a meeting, the meeting will automatically be adjourned to the same place and at least the same time the following week (or if such day is not a Business Day, at the same time on the next following Business Day), and any four directors and one of the directors constituting such a quorum must be an Investor Director and one must be a Non-Investor Director. Notwithstanding the foregoing, in the event that a meeting has been duly noticed, called and convened in accordance with applicable Law and a director fails to attend or otherwise participate as permitted by Law, the other directors in attendance or otherwise participating then present will constitute a quorum. For so long as the Investors or QPL (as the case may be) own at least 10% of Shares outstanding, the Shareholders agree not to take any action (and will procure that all directors appointed by such Shareholder pursuant to Section 2.1 will not take any action) at a meeting of the Board unless at least one director appointed by AOF or QPL (as the case may be) is present at the meeting. (b) All actions of the Board will shall require (i) the affirmative vote of at least a majority of the votes entitled to be cast (pursuant to Section 6.5(b)) being cast in the affirmative directors present at a duly convened meeting of the Board duly noticed and convened in accordance with applicable Law and otherwise in accordance with the terms of this Agreement and at which a quorum is present or (ii) the unanimous written consent of the Board; providedpresent, howeverprovided that, that in the event there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business will shall be to fill such vacancy. (bc) Each director will be entitled to one vote on all matters that are presented The executive officers of ASAT shall submit to the Board; provided, howeverand obtain their approval of, that if at any time after March 31prior to the start of each fiscal year of ASAT, 2009 the EBITDA for the immediately preceding and completed four calendar quarters a business plan (the “EBITDA Calculation”"Business Plan") falls below setting forth the Trigger Thresholdannual budget and operating plan of ASAT for such fiscal year. The Board shall receive quarterly (no later than 45 days after the relevant fiscal quarter ends) and annual (no later than 90 days after the relevant fiscal year ends) financial statements and other appropriate reports concerning operations of ASAT and other matters submitted to it. For the financial year ended April 30, as 2000 and thereafter, such quarterly and annual financial statements shall be prepared in accordance with US GAAP and the same may hereafter annual financial statements shall be adjustedreported on by the auditors selected pursuant to Section 2.6. ASAT shall also maintain a set of statutory financial accounts prepared in accordance with HK GAAP, for three consecutive monthsto the extent required by any applicable law of Hong Kong. The first fiscal year after the Closing Date shall end on April 30, then each Investor Director will be entitled to two votes on 2000 unless all such matters, and each of the other directors on the Board will be entitled to one vote on all such matters, until such time as the EBITDA Calculation exceeds the Trigger Threshold, as the same may hereafter be adjusted, for three consecutive monthsShareholders otherwise agree. (cd) Notwithstanding anything herein The Board shall create an audit committee and may create executive, compensation and other committees with such powers and duties as the Board shall determine. EXHIBIT 99.3 (e) The Shareholders entitled to vote Shares agree that the contraryprovisions in ASAT's articles of association and in this Agreement regarding voting by directors and shareholders shall apply equally to each ASAT Company as if its name was substituted for ASAT throughout, each of and the parties hereto further agrees that, upon Shareholders shall procure that the affirmative vote of a majority of the Investor Directors (the “Investor Director Voters”), a management employee may be terminated for “Cause” under such management employee’s employment agreement if such management employee (i) breaches Board shall not permit any non-solicitation, non-competition or other restrictive covenant applicable to such Person, (ii) commits any act of misappropriation, fraud, including with respect to the Company’s accounting and financial statements, embezzlement or conversion of the Company’s Subsidiary or any Subsidiary’s property, ASAT Company to engage in any transaction or (iii) is convicted or enters a plea of no contest for any felony or is indicted or subject to a similar formal charge for any felony or lesser crime involving fraud, moral turpitude, embezzlement or theft; provided, however, that such vote must be made in good faith. Notwithstanding the foregoing, in the event of a dispute between such management employee and the Investor Director Voters as to whether sufficient Cause exists to terminate such management employee’s employment, then such dispute will be determined exclusively by arbitration before a single arbitrator administered by the American Arbitration Association (the “AAA”) matter unless in accordance with its commercial rules then the relevant provisions in effect. The arbitration will be commenced ASAT's articles of association and take place in the regional office of AAA located in Los Angeles, California and the parties will use their commercially reasonable efforts to complete the arbitration as promptly as practicable. During the pendency of any such arbitration, such management employee will continue to serve in his then management position within the Company; provided, however, that if such arbitration is not finally concluded on this Agreement (other than a transaction or prior to the 30th day following the date on which the arbitration is commenced, such management employee will immediately be removed and be replaced by a designee of the Investor. Each party to the arbitration shall bear its own legal fees and expenses and shall evenly share the remaining costs of the arbitrationmatter involving exclusively other ASAT Companies or wholly owned Subsidiaries thereof).

Action by the Board. (a) A quorum of the Board will shall consist of a majority of the total directors. If a quorum is not present within 60 minutes of the appointed time for a meeting, the meeting will automatically be adjourned to the same place and at least the same time the 9 <PAGE> following week (or if such day is not a Business Day, at the same time on the next following Business Day), and any four directors and one of the directors constituting such a quorum must be an Investor Director and one must be a Non-Investor Director. Notwithstanding the foregoing, in the event that a meeting has been duly noticed, called and convened in accordance with applicable Law and a director fails to attend or otherwise participate as permitted by Law, the other directors in attendance or otherwise participating then present will constitute a quorum. For so long as the Investors or QPL (as the case may be) own at least 10% of Shares outstanding, the Shareholders agree not to take any action (and will procure that all directors appointed by such Shareholder pursuant to Section 2.1 will not take any action) at a meeting of the Board unless at least one director appointed by AOF or QPL (as the case may be) is present at the meeting. (b) All actions of the Board will shall require (i) the affirmative vote of at least a majority of the votes entitled to be cast (pursuant to Section 6.5(b)) being cast in the affirmative directors present at a duly convened meeting of the Board duly noticed and convened in accordance with applicable Law and otherwise in accordance with the terms of this Agreement and at which a quorum is present or (ii) the unanimous written consent of the Board; providedpresent, howeverprovided that, that in the event there is a vacancy on the Board and an individual has been nominated to fill such vacancy, the first order of business will shall be to fill such vacancy. (bc) Each director will be entitled to one vote on all matters that are presented The executive officers of ASAT shall submit to the Board; provided, howeverand obtain their approval of, that if at any time after March 31prior to the start of each fiscal year of ASAT, 2009 the EBITDA for the immediately preceding and completed four calendar quarters a business plan (the “EBITDA Calculation”"Business Plan") falls below setting forth the Trigger Thresholdannual budget and operating plan of ASAT for such fiscal year. The Board shall receive quarterly (no later than 45 days after the relevant fiscal quarter ends) and annual (no later than 90 days after the relevant fiscal year ends) financial statements and other appropriate reports concerning operations of ASAT and other matters submitted to it. For the financial year ended April 30, as the same may hereafter 2000 and thereafter, such quarterly and annual financial statements shall be adjusted, for three consecutive months, then each Investor Director will be entitled to two votes on all such matters, and each of the other directors on the Board will be entitled to one vote on all such matters, until such time as the EBITDA Calculation exceeds the Trigger Threshold, as the same may hereafter be adjusted, for three consecutive months. (c) Notwithstanding anything herein to the contrary, each of the parties hereto further agrees that, upon the affirmative vote of a majority of the Investor Directors (the “Investor Director Voters”), a management employee may be terminated for “Cause” under such management employee’s employment agreement if such management employee (i) breaches any non-solicitation, non-competition or other restrictive covenant applicable to such Person, (ii) commits any act of misappropriation, fraud, including with respect to the Company’s accounting and financial statements, embezzlement or conversion of the Company’s or any Subsidiary’s property, or (iii) is convicted or enters a plea of no contest for any felony or is indicted or subject to a similar formal charge for any felony or lesser crime involving fraud, moral turpitude, embezzlement or theft; provided, however, that such vote must be made in good faith. Notwithstanding the foregoing, in the event of a dispute between such management employee and the Investor Director Voters as to whether sufficient Cause exists to terminate such management employee’s employment, then such dispute will be determined exclusively by arbitration before a single arbitrator administered by the American Arbitration Association (the “AAA”) prepared in accordance with its commercial rules then in effect. The arbitration will be commenced and take place in the regional office of AAA located in Los Angeles, California US GAAP and the parties will use their commercially reasonable efforts annual financial statements shall be reported on by the auditors selected pursuant to complete the arbitration as promptly as practicable. During the pendency of any such arbitration, such management employee will continue to serve in his then management position within the Company; provided, however, that if such arbitration is not finally concluded on or prior to the 30th day following the date on which the arbitration is commenced, such management employee will immediately be removed and be replaced by a designee of the Investor. Each party to the arbitration shall bear its own legal fees and expenses and shall evenly share the remaining costs of the arbitration.Section