Common use of Board Meeting Clause in Contracts

Board Meeting. 21.1 Board meetings shall be held at least once a year (1) and shall be convened and presided by the Chairman. Upon the request of two (2) or more directors, the Chairman shall convene a special meeting of the Board to review the proposed matters. 21.2 The Chairman shall notify each director of the agenda, time and place of the Board meeting in writing 15 days in advance. At the meeting of the Board, only matters notified to the directors in advance as described above can be resolved, unless all directors present at the meeting unanimously agree to consider other matters. 21.3 The quorum of Board meetings (including special meetings) is four (4) or more directors of the Company and at least one of the four (4) or more directors present is appointed by Party B. Any director who fails to attend the Board meeting in person can be represented by an authorized agent to attend the meeting and/or vote on his/her behalf after signing an appropriate power of attorney. Supervisors shall attend the Board meeting as non-voting delegates. If the members of the Management Committee are not directors, they may attend Board meetings as invited by the Board of directors, but they have no voting rights. 21.4 If a member of the Management Committee also serves as a director, when the Board of directors considers resolutions relating to such personnel, he or she should recuse himself or herself and the voting rights of such personnel shall be exercised on his/her behalf by other directors appointed by their appointing Party. 21.5 Any meeting of the Board of directors, whether regular or special meetings, as long as all participating directors can communicate with each other, may be conducted by conference call or other similar communications equipment, and all such directors shall be deemed to have attended the meeting in person. 21.6 The Board shall record the minutes of the Board meetings in the Chinese and Japanese versions, stating the decisions made at the meetings. These minutes shall be signed by all the participating directors. The minutes of the Board meeting and the resolutions passed shall be kept at the Company’s legal address. A complete copy of the minutes and/or resolutions should be promptly sent to both Parties and all directors. 21.7 Upon the unanimous request of all directors of the Company, the resolutions of the Board of directors may be passed by fax, letter or other written form. The resolution may be signed by the directors in duplicate and shall have the same effect as the resolution passed at a legally convened Board meeting.

Board Meeting. 21.1 5.1 It is hereby agreed and understood between the parties that the Directors present at the Board meetings meeting will elect the Chairman of the Board (“the Chairman”), who shall be held at least once a year (1) MXXXX Director. The Chairman shall have a second vote or a casting vote as per the provisions of the Act. 5.2 The Board shall decide all important matters pertaining to the management and administration of the JVC subject to the provisions of this Agreement, the M&A and the Act. 5.3 The Board meeting shall be convened and presided by conducted in the Chairmanmanner laid down in the M&A. 5.4 The quorum at and throughout meetings of the Board, including adjourned meetings, shall be one third of its total strength or two Directors, whichever is higher of which at least one will be a MXXXX Director and one will be an IMPCO Director. Upon Provided that if a MXXXX or an IMPCO Director fails to be present for two consecutive meetings of the request Board as a result of two (2) or more directors, the Chairman shall convene which a special meeting of the Board to review can not be held for want of quorum, then either the proposed matterstwo IMPCO or the three MXXXX Directors shall constitute the requisite quorum. 21.2 The Chairman shall notify each director 5.5 All management decisions of the agenda, time and place JVC shall require the simple majority vote of the Board meeting in writing 15 days in advance. At the either at a meeting of the Board, only matters notified Board or by resolution passed by circulation subject to the directors provisions of the Act. 5.6 Meetings of the Board shall take place in Delhi or such other place as may be decided by the Board. For calling a Board meeting, a notice of at least fourteen [14 ] days in advance in writing shall be given to each of the Directors, including those outside India. However, a meeting of Directors may be called by giving a shorter notice provided it is mutually agreed by the Directors. Subject to the provisions of the Act, a resolution circulated and signed by all Directors shall be effective, as described above can a resolution duly passed at a meeting of Directors. Sitting fees, travel and stay expenses (incurred by the Directors) for attending the Board meeting, if claimed by the Director(s) shall be resolved, unless all directors present at met by the meeting unanimously agree to consider other mattersJVC as per Articles of Association of the JVC. 21.3 The quorum 5.7 IMPCO shall at all times be entitled to invite any of Board meetings (including special meetings) is four (4) its Affiliates, managerial, technical or more directors of the Company and at least one of the four (4) or more directors present is appointed by Party B. Any director who fails financial personnel to attend the Board meeting in person can be represented by an authorized agent to attend the meeting and/or vote on his/her behalf after signing an appropriate power of attorney. Supervisors shall attend the Board meeting as non-voting delegates. If the members meetings of the Management Committee are not directors, they may attend Board meetings as invited by the Board of directors, but they have no voting rightsJVC. 21.4 If a member of the Management Committee also serves as a director, when the Board of directors considers resolutions relating to such personnel, he or she should recuse himself or herself and the voting rights of such personnel shall be exercised on his/her behalf by other directors appointed by their appointing Party. 21.5 Any meeting of the Board of directors, whether regular or special meetings, as long as all participating directors can communicate with each other, may be conducted by conference call or other similar communications equipment, and all such directors shall be deemed to have attended the meeting in person. 21.6 The Board shall record the minutes of the Board meetings in the Chinese and Japanese versions, stating the decisions made at the meetings. These minutes shall be signed by all the participating directors. The minutes of the Board meeting and the resolutions passed shall be kept at the Company’s legal address. A complete copy of the minutes and/or resolutions should be promptly sent to both Parties and all directors. 21.7 Upon the unanimous request of all directors of the Company, the resolutions of the Board of directors may be passed by fax, letter or other written form. The resolution may be signed by the directors in duplicate and shall have the same effect as the resolution passed at a legally convened Board meeting.

Board Meeting. 21.1 Board meetings shall be held at least once a year (1) After this investment, the board of directors of the Target Company will be composed of five (5) directors, who will exercise the powers stipulated ​ ​ by laws and the Target Company's Articles of Association. Of the five directors, Xxxxxxx Xxxxx is entitled to appoint three (3) directors; Xx. Xxx is entitled to appoint one (1) director; and the Current Shareholder is entitled to appoint one (1) director. The appointer may notify the Company in writing to appoint directors or dismiss its appointed directors, whom no other party shall have the right to appoint or dismiss. The term of any successor director shall be the remaining term of its predecessor. A director shall hold office for three (3) years, and may be reappointed by the original appointer. (2) The board meeting shall be convened and presided over by the ChairmanChairman at least once every half a year. Upon the request The Company shall notify all directors of two (2) or more directors, the Chairman shall convene a all regular and special meeting board meetings. The convener of the Board board meeting shall give a written notice to review the proposed matters. 21.2 The Chairman shall notify each director ten (10) days in advance indicating the date, time, location and specific agenda of the agendameeting, time with relevant documents and place materials attached. The written notice may be exempted with the unanimous consent of the Board meeting board of directors. The board of directors may pass resolutions by votes in writing 15 days in advanceinstead of convening a board meeting. At the meeting of the Board, only matters notified A resolution sent by mail or fax to the directors in advance as described above can be resolved, unless all directors present at the meeting unanimously agree to consider other matters. 21.3 The quorum of Board meetings (including special meetings) is four (4) or more directors of the Company and at least one of the four (4) or more directors present is appointed signed and approved by Party B. Any director who fails to attend the Board meeting in person can be represented by an authorized agent to attend the meeting and/or vote on his/her behalf after signing an appropriate power of attorney. Supervisors shall attend the Board meeting as non-voting delegates. If the members of the Management Committee are not directors, they may attend Board meetings as invited by the Board of directors, but they have no voting rights. 21.4 If a member of the Management Committee also serves as a director, when the Board of directors considers resolutions relating to such personnel, he or she should recuse himself or herself and the voting rights of such personnel shall be exercised on his/her behalf by other directors appointed by their appointing Party. 21.5 Any meeting of the Board of directors, whether regular or special meetings, as long as all participating directors can communicate with each other, may be conducted by conference call or other similar communications equipment, and all such directors shall be deemed to have attended the meeting in personbeen passed. 21.6 (3) The Board quorum of a board meeting shall record the minutes be constituted by more than half of the Board meetings directors (and shall include all directors appointed by the non-controlling shareholders for voting on any of the matters listed in Article 7.2 (4) of the Chinese and Japanese versions, stating Agreement) attending personally or by proxy the decisions made board meeting. (4) Each director shall have one vote for the resolution at the meetings. These minutes shall be signed by all the participating directorsboard meeting. The minutes following matters must be carried out with the consent of more than two-thirds (exclusive) of the Board meeting and the resolutions passed shall be kept at the Company’s legal address. A complete copy voting directors of the minutes and/or resolutions should be promptly sent to both Parties and all directors. 21.7 Upon Target Company (the unanimous request written consent of all directors appointed by the non-controlling shareholders must be included). (i) Approve, revise or terminate the Target Company's employees stock incentive plan (for the avoidance of doubt, all parties confirm that if the Company Group intends to grant such incentives to Xxxx Xxxxx, the equity and/or interests held by non-controlling shareholders in the Target Company and/or other ​ ​ company groups shall not be diluted); (ii) The Target Company enters into any single related party transaction with its affiliates with the amount exceeding, or related party transactions with a cumulative amount in a single financial year exceeding CNY FIVE MILLION (¥5,000,000) (including but not limited to the Target Company providing guarantees, loans, etc. for the aforementioned personnel); (iii) Sell, purchase, lease in, lease out, gift, or otherwise dispose of the Target Company's asset through a single transaction with the amount exceeding, the resolutions cumulative amount of a series of transactions within a single financial year, exceeding CNY FIVE MILLION (¥5,000,000) (including but not limited to real property, equipment and other tangible assets, intellectual property rights, or subsidiary equity, etc.); (iv) The Target Company borrows a single loan with an amount or loans with a cumulative amount within a financial year exceeding CNY FIVE MILLION (¥5,000,000) from its shareholders or any third party; (v) The Target Company lends a single loan with the amount, or loans within a financial year with a cumulative amount, exceeding CNY FIVE MILLION (¥5,000,000) for its shareholders or any third party; (vi) The Target Company initiates or settles any lawsuit or arbitration of over CNY ONE MILLION (¥1,000,000); (vii) Any significant change to the Target Company's financial and accounting policies; and (viii) Hire or change the auditor of the Board of directors may be passed by fax, letter or other written form. Target Company. (5) The resolution may be signed Company Group shall bear all reasonable expenses incurred by the directors in duplicate participating in the board's activities, including but not limited to the expenses incurred in attending the board meetings, and shall have reimburse all reasonable miscellaneous expenses incurred by the same effect as directors arising from or in connection with attending the resolution passed at a legally convened Board meeting.board meetings, including but not limited to travel and accommodation expenses. ​

Board Meeting. 21.1 5.1 It is hereby agreed and understood between the parties that the Directors present at the Board meetings meeting will elect the Chairman of the Board (“the Chairman”), who shall be held at least once a year (1) IMPCO Director. The Chairman shall have a second vote or a casting vote as per the provisions of the Act. 5.2 The Board shall decide all important matters pertaining to the management and administration of the JVC subject to the provisions of this Agreement, the M&A and the Act. 5.3 The Board meeting shall be convened and presided by conducted in the Chairmanmanner laid down in the M&A. 5.4 The quorum at and throughout meetings of the Board, including adjourned meetings, shall be one third of its total strength or two Directors, whichever is higher, of which at least one will be a MIL/XXXXX Director and one will be an IMPCO Director. Upon Provided that if an MIL/XXXXX or an IMPCO Director fails to be present for two consecutive meetings of the request Board as a result of two (2) or more directors, the Chairman shall convene which a special meeting of the Board to review cannot be held for want of quorum, then either the proposed mattersthree IMPCO or the two MIL/XXXXX Directors shall constitute the requisite quorum. 21.2 The Chairman shall notify each director 5.5 All management decisions of the agenda, time and place JVC shall require the simple majority vote of the Board meeting in writing 15 days in advance. At the either at a meeting of the Board, only matters notified Board or by resolution passed by circulation subject to the directors provisions of the Article 5.6 Meetings of the Board shall take place in Delhi or such other place as may be decided by the Board. For calling a Board meeting, a notice of at least fourteen [14 ] days in advance in writing shall be given to each of the Directors, including those outside India. However, a meeting of Directors may be called by giving a shorter notice provided it is mutually agreed by the Directors. Subject to the provisions of the Act, a resolution circulated and signed by all Directors shall be effective, as described above can a resolution duly passed at a meeting of Directors. Sitting fees, travel and stay expenses (incurred by the Directors) for attending the Board meeting, if claimed by the Director(s) shall be resolved, unless all directors present at met by the meeting unanimously agree to consider other mattersJVC as per Articles of Association of the JVC. 21.3 The quorum 5.6 IMPCO shall at all times be entitled to invite any of Board meetings (including special meetings) is four (4) its Affiliates, managerial, technical or more directors of the Company and at least one of the four (4) or more directors present is appointed by Party B. Any director who fails financial personnel to attend the Board meeting in person can be represented by an authorized agent to attend the meeting and/or vote on his/her behalf after signing an appropriate power of attorney. Supervisors shall attend the Board meeting as non-voting delegates. If the members meetings of the Management Committee are not directors, they may attend Board meetings as invited by the Board of directors, but they have no voting rightsJVC. 21.4 If a member of the Management Committee also serves as a director, when the Board of directors considers resolutions relating to such personnel, he or she should recuse himself or herself and the voting rights of such personnel shall be exercised on his/her behalf by other directors appointed by their appointing Party. 21.5 Any meeting of the Board of directors, whether regular or special meetings, as long as all participating directors can communicate with each other, may be conducted by conference call or other similar communications equipment, and all such directors shall be deemed to have attended the meeting in person. 21.6 The Board shall record the minutes of the Board meetings in the Chinese and Japanese versions, stating the decisions made at the meetings. These minutes shall be signed by all the participating directors. The minutes of the Board meeting and the resolutions passed shall be kept at the Company’s legal address. A complete copy of the minutes and/or resolutions should be promptly sent to both Parties and all directors. 21.7 Upon the unanimous request of all directors of the Company, the resolutions of the Board of directors may be passed by fax, letter or other written form. The resolution may be signed by the directors in duplicate and shall have the same effect as the resolution passed at a legally convened Board meeting.

Board Meeting. 21.1 8.4.1 The Board meetings of Directors shall be held hold a Board meeting at least once a year (1) year. The place and time of meeting shall be convened and presided decided by the Chairman. Upon the request of two (2) or more directors, the Chairman shall convene a special meeting of the Board to review the proposed mattersof Directors. 21.2 The Chairman 8.4.2 At least thirty working days' prior written notice of a Board meeting shall notify be given to each director of Director, and such notice shall state the agenda, time and place of the Board meeting and shall be accompanied with an agenda of the business to be transacted at the meeting. Shorter notice may be given only by written consent of all the Directors. 8.4.3 All Board meetings shall be convened and presided over by the Chairman. If the Chairman is unable to attend the meeting, the Chairman shall appoint Vice Chairman or any other Director to chair and preside over the Board meeting. The Chairman shall convene an interim Board meeting upon the request of more than two Directors, at least one of them shall be appointed by each Party, in writing 15 days in advancethe event that major matters need to be solved. 8.4.4 A Director who is unable to attend a Board meeting may appoint another Director or any other person as his/her proxy. At The duly executed proxy shall be delivered to the Chairman at the commencement of the Board meeting. 8.4.5 The quorum for any Board meeting shall be two thirds of the Directors comprising of at least 1 Director appointed by each Party. If, within half an hour from the time scheduled for the holding of the Board meeting, a quorum is not present, the meeting shall be automatically adjourned till the 7th day from the original meeting day at the same time and place. If the postponed 7th date for the adjourned Board meeting falls on a holiday, then such Board meeting shall be held on the next working day. Any 2 Directors present in person or by proxy (at least one of them is appointed by each Party) shall constitute a quorum for the Boardadjourned meeting but, only matters notified to under such circumstances, no business shall be conducted at the directors adjourned meeting except those specified in advance the agenda for the original meeting. 8.4.6 Board meetings may be held in Chinese or English as described above can determined by the Chairman. Detailed minutes of each Board meeting shall be resolved, unless recorded in both Chinese and English and shall be signed by all directors Directors present at the meeting unanimously agree to consider other matters. 21.3 The quorum and properly filed. A copy of Board meetings (including special meetings) is four (4) or more directors of the Company and at least one of the four (4) or more directors present is appointed by Party B. Any director who fails to attend the Board meeting in person can be represented by an authorized agent to attend the meeting and/or vote on his/her behalf after signing an appropriate power of attorney. Supervisors shall attend the Board meeting as non-voting delegates. If the members of the Management Committee are not directors, they may attend Board meetings as invited by the Board of directors, but they have no voting rights. 21.4 If a member of the Management Committee also serves as a director, when the Board of directors considers resolutions relating to such personnel, he or she should recuse himself or herself and the voting rights of such personnel shall be exercised on his/her behalf by other directors appointed by their appointing Party. 21.5 Any meeting of the Board of directors, whether regular or special meetings, as long as all participating directors can communicate with each other, may be conducted by conference call or other similar communications equipment, and all such directors shall be deemed to have attended the meeting in person. 21.6 The Board shall record the minutes of the Board meetings in the Chinese and Japanese versions, stating the decisions made meeting shall be delivered to each Party. Each Party may have an interpreter present at the Board meetings. These minutes , the expense of which shall be paid by the JV Co.. 8.4.7 Any action required or permitted to be taken at any Board meeting may be taken without convening a meeting if a resolution in writing, setting forth the action to be taken, is signed by all the participating directors. The minutes Directors of the Board meeting and the resolutions passed shall be kept at the Company’s legal addressBoard. A complete copy of the minutes and/or resolutions should be promptly sent to both Parties and all directors. 21.7 Upon the unanimous request of all directors of the Company, the resolutions of the Board of directors may be passed by fax, letter or other written form. The Any such resolution may be consist of several identical documents in like form each signed by the directors in duplicate and shall have the same effect as the resolution passed at a legally convened Board meetingone or more Directors.