Board Decisions. For all purposes of this Agreement, the phrases “approval” of or by the Board, “consent” of or by the Board, “action” of or by the Board and phrases of like import, or references to actions to be or which may be taken by “the Board,” shall mean written approval by a majority of the Managers of the Board fixed by, or in the manner provided for in, this Agreement.
Board Decisions. Any reports or recommendations dealt with by the Board with respect to conditions of employment which significantly affect employees within the bargaining unit shall be communicated to the Union to afford the Union a reasonable opportunity to consider them and if deemed necessary, of speaking to them prior to a decision being made by the Board.
Board Decisions. No Officer, Manager, Member or any other Person shall have the authority to bind or take any action on behalf of the Company with respect to any of the following matters unless such matter, in each case and from time to time, has been approved by the Board:
(a) any Change of Control of the Company, or any sale, lease, license or other Transfer of all or substantially all of the assets or equity, as applicable, of any Subsidiary of the Company or any division or business segment of the Company or any Subsidiary of the Company that would result in proceeds to the Company or such Subsidiary, as applicable, in excess of the Board Decision Threshhold;
(b) the purchase, lease or other acquisition of real property the cost of which exceeds the Board Decision Threshold;
(c) the incurrence of any Indebtedness by the Company (including contractual vendor financing) in any Fiscal Year in an aggregate amount which exceeds the Board Decision Threshold;
(d) the creation of any Lien on any property or assets of the Company other than (i) purchase money security interests and other Liens created or existing at the time of acquisition of an asset, but only to the extent the aggregate Indebtedness of the Company secured by all such purchase money security interests and such other Liens does not exceed at any time the Board Decision Threshold; and (ii) material mans’, mechanics’, contractors’, operators’, tax and similar Liens or charges arising in the ordinary course of business or by operation of law with respect to amounts not yet due and payable;
(e) the providing of any guaranty (or other obligation that, in economic effect, is substantially equivalent to a guaranty) of any amount owed by or any obligation of any Person, but only to the extent the aggregate amount of such guaranty or other obligation exceeds the Board Decision Threshold;
(f) the settlement of any claim against the Company for a settlement in excess of the Board Decision Threshold;
(g) the commencement of any lawsuit, arbitration or other legal action against any Person; provided that a suit or legal action against a Member does not require Board approval unless the purpose of such action is to collect amounts due the Company from the Member or to enforce any right of the Company hereunder; provided further that any Member shall be entitled to bring a suit on behalf of itself, or on behalf of the Company as, or in the nature of, a derivative suit, against another Member;
(h) the Company entering into a b...
Board Decisions. The following decisions of the Company shall be made by a resolution of the Board, and may not be delegated to any other person:
(a) whether to take, and the nature of, any legal, enforcement or other action following the occurrence of an Event of Review;
(b) whether to take, and the nature of, any legal, enforcement or other action (including declaring any Securities to be immediately due and payable) following an "Event of Default" (as defined in the Multi-issuer Deed) or a default under clauses 7.6, 7.7, 7.8 or 7.9 of the Multi-issuer Deed;
(c) without limiting clause 5.1, the preparation of a Statement of Intent as and when required by the Local Government Act; and
(d) without limiting clause 5.1, any amendment of, or departure from, the Policies or Statement of Intent.
Board Decisions. 8.1 Subject to clauses 14.5(a) and 14.5(b), all resolutions at meetings of the Directors shall be decided by a majority of votes cast (including a Casting Vote if exercised in accordance with clause 5.6).
8.2 Minutes (including original and copies) of meetings of the Board, and excerpts from such minutes, will be drafted in English and signed by the Chairman of the Board.
Board Decisions. The Board shall manage the business and affairs of the ---------------- Company. Board issues shall be decided by the approval of a 51% majority of the votes cast by the directors present at a duly constituted meeting of the Board except that the approval of 75% of all the directors present at a duly constituted meeting of the Board shall be required for each of the issues set out below:
8.6.1 any amendment to the Company's Articles of Association;
8.6.2 any increase in the registered capital of the Company other than an increase in the registered capital resulting from an increase in the registered capital resulting from a requirement to contribute monies pursuant to article 5.
Board Decisions. The Board shall manage the business and affairs of the ----------------- Company. Board issues shall be decided by the approval by vote of any four (4) directors present at a duly constituted meeting of the Board except that the approval by vote of all seven (7) the directors present at a duly constituted meeting of the Board shall be required for each of the issues set out below:
8.6.1 any amendment to the Company's Articles of Association;
8.6.2 any increase. in the registered capital of the Company other than an increase in the registered capital resulting from a requirement to contribute monies pursuant to article 5.5. Such increases are hereby approved in advance by the Shareholders, and the Shareholders each agree to cause the Board to vote in favour thereof;
8.6.3 any merger of the Company with any other economic organization, or the creation of another joint venture entity together with some other economic organization; and
8.6.4 dissolution of the Company for any reason prior to the expiry of the Duration of the Joint Venture provided always, however, that if unanimous approval of all the directors is not achieved in this regard at any Board meeting duly convened for such purpose, a resolution for such dissolution may be effectively passed at the next Board meeting duly convened for such purpose if approved by the votes of at least four (4) of the seven (7) directors at such later meeting.
Board Decisions. (a) A meeting of the Board at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions vested in, or exercisable by the Board under this agreement, subject to the limitations set out in this agreement.
(b) Questions arising at a meeting of the Board are to be decided by a majority of votes cast by the Delegates present and any such decision is for all purposes a decision of the Board.
(c) If votes are equal on a proposed resolution, the chairperson will declare a no decision.
(d) Except as set out in this agreement, decisions of the Board are binding on all Participants.
(e) A Participant need not comply with a decision of the Board if to do so would oblige the Participant or any officer, agent, employee or councillor of the Participant to do or omit to do any act, matter or thing which is unlawful or contravenes any statutory requirements, or any duty or obligation which is imposed on that Participant or the officers, agents, employees or councillors of the Participant. If this situation arises, the affected Participant must immediately notify the Board and the other Participants in writing. 5 Appointment of Delegates, their deputies and voting rights
Board Decisions. (a) All actions and decisions of the Board, other than actions and decisions with respect to any Board Reserved Matter, shall require the affirmative vote of at least a simple majority of the Managers present at a duly-convened and quorate meeting of the Board and entitled to vote on such matter or a unanimous written consent, in lieu of a meeting of the Board, signed by each of the Managers. Each Manager shall have one (1) vote on each matter submitted to the Board. A resolution in writing which has been signed by each of the Managers, in one or more instruments, shall be effective on the date of the last signature thereto.
(b) Decisions of the Board in respect of the matters set out in Schedule 2 (Board Reserved Matters) (the “Board Reserved Matters”) shall require the affirmative vote of the majority of Managers present at a duly-convened and quorate meeting of the Board and entitled to vote on such matter, including the affirmative vote of at least one (1) PIC-appointed Manager and one (1) NV-appointed Manager, or a unanimous written consent, in lieu of a meeting of the Board, signed by each of the Managers, in each case for so long as the relevant Shareholder is entitled to appoint at least one Manager in accordance with Clause 6.1 (Board Composition).
(c) To the extent that the existence of a Conflicting Interest results in there not being sufficient votes to issue a Board decision, such matter shall be referred to the General Assembly for resolution.
(d) The Company shall not, and the Shareholders shall procure that the Company does not, take any action (including any action by the Board) with respect to any Board Reserved Matter unless such action has been duly approved in accordance with this Clause 6.4.
Board Decisions. 2.5.1 Each of the Shareholders shall procure that the Directors appointed by it shall duly perform their duties at the Board in accordance with and so as to give effect to the terms of this Agreement.
2.5.2 The Shareholders shall procure that each Group Company will take actions in a manner consistent with the decisions of the Board. The Shareholders shall procure the Subsidiary Directors nominated by them shall exercise their voting powers, subject to applicable fiduciary duties, in a manner consistent with the decisions of the Company Board.
