Adoption of Resolutions. At every meeting a resolution put to the vote of the meeting shall be decided upon by a show of hands, unless before or upon the declaration of the result of the show of hands a secret ballot in writing be demanded by the Chairman (if he is entitled to vote) or by any shareholder present, in person or by proxy, and entitled to vote at the meeting. Except if a secret vote is demanded as aforesaid, the declaration of the Chairman that the resolution has been carried or carried unanimously or by a particular majority, or lost, or not carried by a particular majority, shall be final, and an entry to that effect in the minute book of the Company, shall be conclusive evidence of the fact without the necessity of proving the number or proportion of the votes recorded in favor or against such a resolution. Subject to any provision in this regard in the Companies Law, or in these Articles, all resolutions of the shareholders including without limitation with respect to a merger, a change of the Company’s name, modification or alterations of the Company’s share capital and the amendment of the Company’s Memorandum of Association in accordance with such resolution and the amendment or replacement of the Company’s Articles of Association shall be deemed adopted at a General Meeting at which a quorum is present if approved by a simple majority of the voting rights of the Company represented personally or by proxy and voting thereon.
Adoption of Resolutions. A quorum at any Board meeting shall consist of at least a majority of the directors then in office. Unless otherwise required by applicable laws or the Articles of Incorporation , any actions and resolutions taken at a Board meeting shall be adopted by the affirmative vote of at least a majority of the directors then in office. Notwithstanding the foregoing, the following matters shall be for the exclusive authority of the Board, other than those that require ratification by the general shareholders meeting under the applicable law, and shall be decided upon the vote of at least three directors:
(a) Making any basic change in the general nature or scope of business of the Company; (b) Issuing any security of the Company, whether shares or securities convertible into shares, other equity securities or debt securities; (c) Merging or consolidating the Company with another party, or selling, leasing, pledging, mortgaging, encumbering or otherwise disposing of all or substantially all of the assets of the Company, whether in one transaction or a series of transactions; (d) Establishing a business relationship with any direct competitor or shareholder; (e) Investing in any other party; (f) Entering into any agreement or transaction with or for the benefit of any director or shareholder of the Company or an affiliate (or any direct lineal descendent or ancestor, sibling, spouse, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister- in-law) of such director or shareholder; (g) Amending the business plan of the Company; (h) Appointment, employment and compensation decisions and scope of responsibility for officers of the Company, including salary and wages, cash advances and relocation expenses; (i) Capital expenditures for single items of 100,000,000 Won or more; (j) Entering into contracts that have a term in excess of one year or that require aggregate payments of 100,000,000 Won or more; (k) Disposition or transfer to a third party of at least 20% of the Company's assets; (l) Authorizing loans by the Company, except for payment terms for trade credits in the ordinary course of business; (m) Assuming or incurring any debt, loan, guaranty or liability with an aggregate value of 500,000,000 Won or more; (n) Change in the outside accountant to the Company; (o) Creating any lien on the Company's property, except liens incurred in the ordinary course of business; (
Adoption of Resolutions. 1. Each item on the agenda will be voted on separately, with the vote being public, not by secret ballot. In addition, the matters included in a single point of the agenda that are substantially independent of each other also will be submitted to separate voting. However, even when included under the same item of the agenda, the following items shall be voted on separately (i) appointment, ratification, re-election or removal of directors, and (ii) regarding the amendment of the Articles of Association of the Company, that of each article or group of articles that are independent from one another.
2. Once the Chairman considers a matter to be sufficiently debated, he will submit it to vote. In addition, the chairman of the Meeting will be responsible for organising the manner of conducting voting. For that purpose the chairman may be assisted by two or more scrutineers, freely appointed by the chairman, if applicable in accordance with the implementing rules set forth in the General Meeting Regulations.
3. Resolutions of the Meeting will be adopted by simple majority of capital of the votes of the shareholders present or by proxy in the General Meeting, being understood to be adopted when more votes are obtained in favour than against of the share capital present or by proxy.
4. Nevertheless, the agreements referred to in article 19.2 shall be adopted by absolute majority if the share capital present or by proxy is over fifty percent. However, favourable vote of two-thirds majority of the present or by proxy share capital at the General Meeting shall be required when, at second call, twenty-five percent but less than fifty percent of the subscribed share capital with voting rights is in attendance. The foregoing does not apply to cases in which the applicable regulation or these Articles of Association specify a higher majority.
5. Once a matter has been submitted to vote, the Chairman will declare the result, if applicable stating that the resolution has been validly adopted.
6. The minimum information to be determined for each item submitted to a vote in the General Meeting shall include the number of shares for which valid votes were cast, the proportion of the share capital represented thereby, the total number of valid votes, the number of votes in favour and against each proposal and, as appropriate, the number of abstentions and/or blank votes. The resolutions adopted and the result of the votes shall be published in full on the Company’s website wi...
Adoption of Resolutions. The Corporation is a corporation formed under the laws of New York; the undersigned is the duly elected and qualified Secretary or Assistant Secretary of the Corporation and the following is a true copy of resolutions (the "Resolutions") adopted by the Board of Directors of the Corporation pursuant to a notice and its articles or certificate of incorporation and its regulations or by-laws, and at which a quorum was present, or adopted without a meeting by the written approval of all of the directors of the Corporation, which adoption occurred on a date which is on or before the date of this certificate. The Resolutions now stand of record on the books of the Corporation, are in full force and effect and have not been modified or revoked in any manner whatsoever.
Adoption of Resolutions. 1. The board cannot adopt resolutions if not at least one of the board members designated by employers' organisations and one of the board members designated by employees' organisations are present.
2. Each member from the employers' side has as many votes as those from the employees' side present and vice versa.
3. Resolutions shall be adopted via a simple majority of votes.
4. In the event of a tied vote, the motion shall be voted on again at the next meeting. If votes are then tied again, the motion shall be deemed to be rejected.
5. Voting on matters is done verbally, voting on persons is done in writing. If there is any doubt as to the nature of the subject matter, the chairman shall decide.
6. The board may also adopt legally binding resolutions other than in a meeting. This shall be done in writing and via unanimous vote. The provisions of Paragraphs 4 and 5 shall apply accordingly. A resolution adopted other than in a meeting is equivalent to a resolution adopted in a board meeting and shall be confirmed in the next board meeting for reporting purposes.
Adoption of Resolutions. In accordance with Section 2.2 above, the Purchasers hereby approve and adopt the following resolutions by written consent, which action shall have the same force and effect as if taken by an affirmative vote at a meeting of the holders of the Series A Convertible Preferred Stock of the Company, duly called and held pursuant to applicable provisions of the Delaware General Corporation Law:
Adoption of Resolutions. The Corporation is a corporation formed under the laws of Texas; the undersigned is the duly elected and qualified Secretary or Assistant Secretary of the Corporation and the following is a true copy of resolutions adopted by the Board of Directors of the Corporation pursuant to a notice and its articles or certificate of incorporation and its regulations or by-laws, and at which a quorum was present, or adopted without a meeting by the written approval of all of the directors of the Corporation, which adoption occurred on November 1, 1996.
Adoption of Resolutions. Subject to Applicable Law, the Debenture Holders shall be entitled to adopt resolutions without holding a Debenture Holders' meeting provided such resolutions are approved by Majority Debenture Holders.
Adoption of Resolutions. 2.2.1. The Shareholders may adopt resolutions by a majority of votes representing more than fifty per cent (50%) of the total share capital of Sierra Parima, unless: (i) when a higher percentage of Shareholder votes or share capital representation is required subject to the provisions of the applicable Law; and/or (ii) in the cases set out in sub-Section D.2.2.2 below.
2.2.2. The following decisions must be agreed upon by the Shareholders of Sierra Parima and are only validly taken if adopted with the express approval of Shareholders’ votes which represent at least sixty-six per cent (66%) of Sierra Parima’s total share capital:
(i) Amendment or termination of the Articles of Association;
(ii) Entering into, amendment or termination of any shareholders’ agreement;
(iii) Material change of the scope of business of Sierra Parima or any of its Subsidiaries;
(iv) Capital increase or decrease;
(v) Issuing of new shares;
(vi) Transformation, segregation, merger or spin-off;
(vii) Appointment of members of the Board;
(viii) Distribution of dividends;
(ix) Acquisition of own shares;
(x) Investments in excess of an amount exceeding five hundred thousand US dollars (US$ 500,000) per Year;
(xi) Increased indebtedness involving an amount exceeding five hundred thousand US dollars (US$ 500,000) per Year;
(xii) Provision of banking, financial or any other guarantee in excess of five hundred thousand US dollars (US$ 500,000) and/or with a term longer than one (1) Year;
(xiii) Divestments worth over five hundred thousand US dollars (US$ 500,000) per operation except those expressly provided for herein;
(xiv) Amendment or termination of any of the Ancillary Contracts;
(xv) Changes to the Project or the Project Documents;
(xvi) Any Transfer of any or all material part of any Sierra Parima undertaking, property or assets;
(xvii) Any material Transfer of or relating to any Intellectual Property Rights;
(xviii) The appointment of external auditors; and
(xix) The approval of the annual accounts.
Adoption of Resolutions. The following decisions of the Board of Sierra Parima or its Subsidiaries require the consent of at least three (3) Directors:
(i) the annual budget;
(ii) the marketing and sales plan;
(iii) the finance and economic plan;
(iv) the annual investment plan;
(v) the Human Resources policy;
(vi) the proposal for the distribution of dividends to be presented to the General Meeting;
(vii) the increase of financial indebtedness (including leasing and renting schemes) of more than ten thousand US dollars US$ 10,000 per Year;
(viii) investments of more than ten thousand US dollars US$ 10,000 per Year;
(ix) the granting of financial or bank guarantees of more than ten thousand US dollars (US$ 10,000) per Year;
(x) the sale of shares in Subsidiaries with an individual value of more than ten thousand US dollars (US$ 10,000) per Year;
(xi) the acquisition or sale of shares in other companies which are not considered Subsidiaries of Sierra Parima;
(xii) acquisitions and operational sales with an annual value in total of more than ten thousand US dollars (US$ 10,000);
(xiii) the granting of general powers of attorney;
(xiv) the granting of special powers of attorney;
(xv) Entering into any Contract, liability or commitment which:
(1) is of a term continuing for more than two (2) Years; or
(2) is of unusual nature; or
(3) could involve an obligation of such magnitude or nature that it creates a liability for expenditure in excess of one hundred thousand US dollars (US$ 100,000); or
(4) is outside the ordinary course of business of Sierra Parima; unless such contract satisfies the authorisation criteria which the Shareholders may approve from time to time as part of the procedures governing the entering into of Contracts by Sierra Parima and/or its Subsidiaries.
(xvi) Appointing authorised signatories for Sierra Parima’s bank accounts;
(xvii) The appointment of key personnel as established in Section D.4 below;
