Board Actions; Meetings Sample Clauses

Board Actions; Meetings. Each Manager shall have one (1) vote on all matters submitted to the Board or any committee thereof (whether the consideration of such matter is taken at a meeting, by written consent or otherwise). Except as otherwise provided in Section 5.2(f) and Section 5.2(h), the affirmative vote of the Managers holding at least a majority of the votes of all Managers then serving on the Board (i.e., excluding any vacancies on the Board) shall constitute the valid and legally binding act of the Board. Except as otherwise provided in Section 5.2(h) and Section 5.1(g) or as otherwise provided by the Board when establishing any committee, the affirmative vote of a majority of the Managers then serving on such committee shall be the act of such committee. Meetings of the Board and any committee thereof shall be held at the principal office of NGR Management or at such other place as may be determined by the Board or such committee. Regular meetings of the Board shall be held on such dates and at such times as shall be determined by the Board, and notice of such dates and times shall be provided in writing to all Managers not less than [three (3)] Business Days prior to any such meeting. Except as otherwise determined by the Board to be held on a more frequent basis, NGR Management shall hold at least one regular meeting of the Board each calendar quarter. Special meetings of the Board may be called by the Lead Manager, the Company Manager or any two Managers and special meetings of any committee may be called by the Lead Manager or any two Managers on such committee. Notice of each special meeting of the Board or committee stating the date, place and time of such meeting shall be given to each Manager (in the case of a Board meeting) or each Manager on such committee (in the case of a committee meeting) by hand, telephone, electronic mail, telecopy or overnight courier at least [twenty-four (24)] hours prior to such meeting. Managers and members of any committee of the Board shall be permitted to participate in any meetings by telephone conference or similar communications equipment by means of which all individuals participating in such meeting can be heard, and such method of participation shall be made available for all such meetings. Notice may be waived before or after a meeting and shall be waived automatically by attendance by a Manager without protest at such meeting. The actions taken by the Board or any committee at any meeting (as opposed to by written consent...
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Board Actions; Meetings. Each Manager shall have one vote on all matters submitted to the Board (whether the consideration of such matter is taken at a meeting, by written consent or otherwise) and unless another percentage is set forth herein or required by applicable law, any determination or action required to be taken by the Board shall be taken by a majority of the Managers then in office (through meetings of the Board or written consents pursuant to this Section 3.3). A majority of the Managers then in office shall constitute a quorum sufficient for conducting meetings and making decisions. The vote of a majority of Managers present at a meeting at which a quorum is present shall be the act of the Board. Regular meetings of the Board may be held on such date and at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called from time to time by any two Managers. Notice of each special meeting of the Board stating the date, place and time of such meeting shall be given to each Manager by hand, telephone, telecopy, overnight courier or the U.S. mail at least twenty-four (24) hours prior to any meeting of the Board. Notice may be waived before or after a meeting or by attendance without protest at such meeting. Any action to be taken by the Board may be taken at a meeting of the Board or by a written consent executed by Managers having not less than the minimum votes that would be necessary to authorize or take such action at a meeting. Prompt notice of the taking of any action by the Board without a meeting by less than unanimous consent will be given to those Managers who did not consent in writing to the action. Managers shall be entitled to participate in a meeting of the Board by means of telephone conference or similar communications equipment by which all Persons participating in the meeting can communicate with each other, and such participation in a meeting shall constitute presence in person at the meeting. The Board may adopt such other procedures governing meetings and the conduct of business at such meetings as it shall deem appropriate.
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Board Actions; Meetings. Except as otherwise specifically provided in this Agreement, all actions of the Board shall require unanimity of the Board Members present. There shall be no proxy voting.
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Board Actions; Meetings. (a) At any and all meetings of, and with respect to any written consents of, the Board or any committee of any of the Board, each Manager shall be entitled to one (1) vote at such meeting or in connection with any written consent. Unless another percentage is set forth herein or required by applicable law, any determination or action required or permitted to be taken by the Board shall be taken by a majority of the votes entitled to be cast by the Managers then in office (through meetings of the Board or written consents pursuant to this Section 5.3). A majority of the Managers shall constitute a quorum sufficient for conducting meetings and making decisions. The votes constituting a majority of all votes entitled to be cast at a meeting at which a quorum is present shall be an act of the Board. [*] INDICATES CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION
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Board Actions; Meetings. (a) Unless another percentage is set forth in this Agreement or required by applicable law, any determination or action required to be taken by the Board shall be taken by a majority of the Managers then in office (through meetings of the Board or written consents pursuant to this Section 5.3). A majority of the Managers shall constitute a quorum sufficient for conducting meetings and making decisions. The act of a majority of the Managers present at a meeting at which a quorum is present shall be the act of the Board. Each Manager serving on the Board shall be entitled to one vote on all matters coming before the Board.
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Board Actions; Meetings 
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Related to Board Actions; Meetings

  • JSC Meetings The JSC shall meet in accordance with a schedule established by mutual written agreement of the Parties no less frequently than once every […***…] months until expiration of the Research Program Term with respect to all Lilly Target Pairs. The location for meetings shall alternate between Zymeworks and Lilly facilities (or such other location as is determined by the JSC). Alternatively, the JSC may meet by means of teleconference, videoconference or other similar means. As appropriate, additional employees or consultants may from time to time attend the JSC meetings as nonvoting observers, provided that any such consultant shall agree in writing to comply with the confidentiality obligations under this Agreement; and provided further that no Third Party personnel may attend unless otherwise agreed by both Parties. Each Party shall bear its own expenses related to the attendance of the JSC meetings by its representatives. Each Party may also call for special meetings to resolve particular matters requested by such Party. The JSC Chair or his/her designee shall keep minutes of each JSC meeting that records in writing all decisions made, action items assigned or completed and other appropriate matters. Lilly shall send meeting minutes to all members of the JSC promptly after a meeting for review. Each member shall have […***…] from receipt in which to comment on and to approve/provide comments to the minutes (such approval not to be unreasonably withheld, conditioned or delayed). If a member, within such time period, does not notify Lilly that s/he does not approve of the minutes, the minutes shall be deemed to have been approved by such member.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Member Meetings (a) There shall be no meetings of the Members unless called by the Board or as otherwise specifically required by the Delaware Act. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a meeting of the Members.

  • Stockholders Meetings Section 1. The Annual Meeting of Stockholders shall be held on the third Thursday in April each year at the principal office at the Company or at such other date, time, or place as may be designated by resolution by the Board of Directors.

  • Shareholders Meetings LaSalle Holdings and LaSalle Re shall each request the Court to convene a special meeting of its respective shareholders (and, if necessary, classes of shareholders), with the meeting of LaSalle Holdings to occur first, and Trenwick, acting through its Board of Directors, shall in accordance with the GCL call a special meeting of its stockholders (and, if necessary, classes of stockholders), and shall give notice of, convene and hold such special meetings as soon as practicable, but in no event more than 45 days, after the Form S-4 is declared effective by the SEC for the purpose of approving this Agreement and all actions contemplated hereby. In connection with such meetings, each of LaSalle Holdings, LaSalle Re and Trenwick shall mail the Joint Proxy Statement to its respective shareholders as promptly as practicable. The respective Boards of Directors of each of LaSalle Holdings, LaSalle Re and Trenwick shall submit for approval and adoption by its respective shareholders the matters to be voted upon at such meetings and shall, subject to their fiduciary duties after having consulted with and considered the advice of outside counsel, include in the Joint Proxy Statement the recommendation of its respective Board of Directors that the shareholders vote in favor of the approval and adoption of this Agreement and the Plans and each such party shall (subject to the fiduciary duties of its Board of Directors) use all commercially reasonable efforts to secure such approval and adoption. LaSalle Holdings, LaSalle Re and Trenwick shall coordinate and cooperate with respect to the timing of such meetings and shall endeavor to hold such meetings on the same day.

  • Shareholder Meetings All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitations therefor.

  • Special Meetings Special meetings of the Trustees may be held at any time and at any place designated in the call of the meeting when called by the President or the Treasurer or by two or more Trustees, sufficient notice thereof being given to each Trustee by the Secretary or an Assistant Secretary or by the officer or the Trustees calling the meeting.

  • Board Meetings The Superintendent shall attend, and shall be permitted to attend, all meetings of the Board, both public and closed, with the exception of those closed meetings devoted to the consideration of any action or lack of action on the Superintendent's Contract, or the Superintendent's evaluation, or for purposes of resolving conflicts between individual Board members, or when the Board is acting in its capacity as a tribunal. In the event of illness or Board-approved absence, the Superintendent's designee shall attend such meetings.

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