Board resolutions - general Clause Samples

Board resolutions - general. (a) Despite any contrary provision in this agreement, a decision in relation to any of the Board Fundamental Matters may be made only by Super Resolution of both Boards (provided that this applies subject to any applicable legal requirements, so that if a decision in relation to any Board Fundamental Matter requires any higher majority to be obtained (or any additional requirement to be met, including a requirement for shareholder approval) to be valid under any applicable law that requirement must be satisfied in addition to a Super Resolution of both Boards). (b) Except for: (1) Board Fundamental Matters; (2) where otherwise provided expressly in this agreement; and (3) matters where a greater majority is required under any law to which either of the Companies is subject, a resolution of a Board is passed at a Board meeting if a simple majority of the votes that may be cast on the resolution (excluding votes of directors that this agreement or any applicable law does not permit to vote on the resolution) are cast in favour of it. (c) For the avoidance of doubt, if a director other than a Singapore Nominee is not permitted to vote on a resolution under any law applying to one of the Companies, he or she will be taken to be not permitted to vote on the resolution in relation to either of the Companies. (d) Without limiting clause 6.7, if a resolution of the shareholders of JVC 1 or JVC 2 (or both) is required under an applicable law to give effect to (or to cause either or both of the Companies to give effect to) a resolution passed by the Board of the relevant Company, each Shareholder must: (1) attend any shareholders’ meeting that is convened to consider any such shareholders resolution; and (2) vote in favour of that resolution.