Affirmative Voting Matters. Subject to any additional requirements imposed by the Act and to the last sentence of this clause 7.13, the shareholders agree that neither the Company nor any shareholder, Director, officer, committee, committee member, employee, agent or any of their respective delegates shall, without the affirmative written consent or approval of at least a majority of the Directors, including the affirmative written consent or approval of the Government Director, obtained at a validly convened Board meeting, take any of the actions set forth in the attached Schedule 7.13, whether by circular resolution or otherwise. All matters in respect of the actions set forth in Schedule 7.13 must be referred to the Board, and no shareholder, Director, officer, committee, committee member, employee, agent or any of their respective delegates shall take any actions purporting to commit the Company in relation to any such matters without the prior approval of the Board in accordance with this clause
Affirmative Voting Matters. Until the termination of this Agreement in accordance with Clause 17, no action set forth below may be taken by NPIP at a meeting of the board of directors (or committee thereof) or by circular resolution or at a shareholders’ meeting, in connection with any of the matters set forth in this Clause 9(g) without the affirmative vote of the Investor Director (in the case of a meeting of the board of directors (or committee thereof) or by circular resolution) and the Investor in the case of shareholders meeting, without which such matter shall be deemed not to be approved by the Board, committee or shareholders. The Investor agrees not to unreasonably withhold, condition or delay its affirmative vote in respect of such matters. The matters which shall be subject to the provisions of this Clause 9(g) are:
Affirmative Voting Matters. Subject to any additional requirements imposed by the Act, the Shareholders agree that neither the Company nor any Shareholder, Director, officer, committee, committee member, employee, agent or any of their respective delegates shall, without (i) the affirmative written consent or approval of at least a majority of the Directors at a validly convened Board meeting; and (ii) written consent of the Investor, take or permit any Subsidiary to take any of the actions set forth in the attached Schedule 3, whether by circular resolution or otherwise. The Investor shall (i) communicate its decision in writing to the Company and the Investor Director or (ii) communicate in writing to the Company the fact that the Investor Director's vote shall be construed as the Investor's assent or dissent, as the case may be, with respect to any matter listed in Schedule 3 prior to the meeting at which such matter is proposed to be considered subject to the Company complying with the provisions of Clause 60). In the event that no written communication is received by the Company from the Investor with respect to a matter listed in Schedule 3 prior to the meeting at which such matter is proposed to be considered subject to the Company complying with the I I provisions of Clause 6(j), the Investor Director's vote in such xxxxxx shall be deemed to be the of decision of the Investor for the purposes of this Clause 6(n). In the event that no wrilten communication is received by the Company from the Investor with respect to a matter listed in Schedule 3 prior to the meeting at which such matter is proposed to be considered as aforesaid, where such meeting has been adjourned because of lack of quorum due to the absence of the Investor Director, and the Investor Director does not altend the adjourned meeting either, a resolution on a rnalter listed in Schedule 3 may be adopted by the affinnative vote of a majority of the Directors present at such adjourned meeting. All matters in respect of the actions set forth in Schedule 3 whether such action is to be taken by the Company or its Subsidiaries must be referred to the Board, and no Shareholder, Director, officer, committee, committee member, employee, agent or any their respective delegates shall take any actions purporting to commit the Company or any Subsidiary in relation to any such matters without the prior approval of the Board and the Investor in accordance with this Clause 6(n). If any xxxxxx identified in Schedule 3 does not re...
Affirmative Voting Matters. The Promoters shall, post the Proposed Acquisition, be entitled to veto rights on certain matters of the Company which are minority protective in nature after Closing, which will be finalized and documented in the definitive agreements.
Affirmative Voting Matters. 4.1. Notwithstanding any other provision of this Agreement or any power conferred upon the Board by this Agreement, the Act or the Articles but subject to this Clause 4, neither the Company nor any Shareholder, Director, officer, committee, committee member, employee, agent or any of their respective delegates shall (whether in any meeting of the Board, meeting of a committee of Directors, General Meeting, through any resolutions by circulation or otherwise, with respect to the Company) take any decisions or actions in relation to any of the matters set forth in Schedule VI (“Affirmative Vote Matters”), except with the affirmative vote (in writing obtained either before the meeting or during the meeting) of 1 (one) DTPL Director and 1 (one) Senior Management Person provided: (i) in case of a decision to be taken by the Board, the presence of 1 (one) DTPL Director and 1 (one) SMP Director shall be required to constitute a valid quorum of the meeting of the Board unless waived in writing by DTPL Director or SMP Director, as the case may be; and (ii) in case of a decision to be taken by the Shareholders, an authorized representative of DTPL and at least one Senior Management Persons shall be required to be present at such meeting to constitute a valid quorum unless waived in writing by DTPL Director or SMP Director, as the case may be. It is hereby clarified that in the event any decision or actions is required to be passed by a resolution by circulation then such resolution will be required to be approved by at least 1 (one) Senior Management Person and 1 (one) DTPL Director.
Affirmative Voting Matters. Until the earlier to occur of (i) a Liquidity Event; or (ii) termination of this Agreement, no action set forth below may be taken by Napo at a meeting of the board of directors (or committee thereof) or at a shareholders’ meeting, in connection with any of the matters set forth in this Section 5(i) without the affirmative vote of the Investor Director (in the case of a meeting of the board of directors) and the Investor in the case of shareholders meeting, without which such matter shall be deemed not to be approved. The Investor agrees not to unreasonably withhold, condition or delay its affirmative vote in respect of such matters. Until the termination of this Agreement in accordance with Section 17, no action set forth below may be taken by Napo India at a meeting of the board of directors (or committee thereof) or at a shareholders’ meeting, in connection with any of the matters set forth in this Section 5(i) without the affirmative vote of the Investor Director (in the case of a meeting of the board of directors) and the Investor in the case of shareholders meeting, without which such matter shall be deemed not to be approved. The matters which shall be subject to the provisions of this Section 5(i) are:
