Common use of Board Voting Rights; Meetings; Quorum Clause in Contracts

Board Voting Rights; Meetings; Quorum. (a) Each Director shall be entitled to one (1) vote with respect to any matter before the Board of Directors or any committee thereof. (b) Regularly scheduled meetings of the Board of Directors may be held without notice at such time, date and place as a majority of the Directors may from time to time determine. Unless otherwise determined by the vote of a majority of the Directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. Special meetings of the Board of Directors may be called, in person, in writing or by means of electronic communication, by the chairman of the Board of Directors or any of the Directors, designating the time, date and place thereof. Directors may participate in meetings of the Board of Directors by means of telephone conference or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting. No Director may delegate its rights and obligations to participate in and vote at any meeting of the Board of Directors. (c) Notice of the time, date and place of all special meetings of the Board of Directors shall be given to each Director by the Secretary or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such Persons, by the Officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by facsimile or electronic mail sent to his or her business or home address at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to his or her business or home address at least seventy-two (72) hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice is executed by him before or after the meeting, or if communication with such Director is unlawful. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because such meeting is not lawfully called or convened. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting. (d) At any meeting of the Board of Directors, a majority of the Board of Directors shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice upon reaching a quorum.

Board Voting Rights; Meetings; Quorum. (a) Each Director Manager shall be entitled to one (1) vote with respect to any matter before the Board of Directors Managers or any committee thereof. (b) Regularly scheduled meetings of the Board of Directors Managers may be held without notice at such time, date and place as a majority of the Directors any one (1) Manager may from time to time determine. Unless otherwise determined by the vote of a majority of the Directors Managers then in office, the Board of Directors Managers shall meet at least quarterly in accordance with an agreed-upon schedule. Special meetings of the Board of Directors Managers may be called, in person, in writing or by means of electronic communication, by the chairman at least one (1) of the Board of Directors or any of the DirectorsManagers, designating the time, date and place thereof. Directors Managers may participate in meetings of the Board of Directors Managers by means of telephone conference or similar communications equipment by means of which all Directors Managers participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting. No Director Manager may delegate its rights and obligations to participate in and vote at any meeting of the Board of DirectorsManagers. (c) Notice of the time, date and place of all special meetings of the Board of Directors Managers shall be given to each Director Manager by the Secretary or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such Persons, by the Officer or one of the Directors Managers calling the meeting. Notice shall be given to each Director Manager in person or by facsimile or electronic mail sent to his or her business or home address at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to his or her business or home address at least seventy-two (72) hours in advance of the meeting. Notice need not be given to any Director Manager if a written waiver of notice is executed by him before or after the meeting, or if communication with such Director Manager is unlawful. The attendance of a Director Manager at a meeting shall constitute a waiver of notice of such meeting, except where a Director Manager attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business business, because such meeting is not lawfully called or convened. A notice or waiver of notice of a meeting of the Board of Directors Managers need not specify the purposes of the meeting. (d) At any meeting of the Board of DirectorsManagers, a majority of the Board of Directors Managers then in office, which majority shall include at least one Venrock Manager and one Fairmount Manager, shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice upon reaching a quorum.

Board Voting Rights; Meetings; Quorum. (a) Each Director shall be entitled to one (1) vote with respect to any matter before the Board of Directors or any committee thereof. (b) Regularly scheduled meetings of the Board of Directors may be held without notice at such time, date and place as a majority of the Directors then in office or the President and CEO may from time to time determine. Unless otherwise determined by the vote of a majority of the Directors then in office, the Board of Directors shall meet at least quarterly in accordance with an agreed-upon schedule. Special meetings of the Board of Directors may be called, in personorally, in writing or by means of electronic communication, by the chairman a majority of the Board of Directors then in office or any of by the DirectorsPresident and CEO, designating the time, date and place thereof. Directors may participate in meetings of the Board of Directors by means of telephone conference or similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting in accordance herewith shall constitute presence in person at such meeting. No Director may delegate its rights and obligations to participate in and vote at any meeting of the Board of Directors. (cb) Notice of the time, date and place of all special meetings of the Board of Directors shall be given to each Director by the Secretary or Assistant Secretary, or in case of the death, absence, incapacity or refusal of such Persons, by the Officer officer or one of the Directors calling the meeting. Notice shall be given to each Director in person or by telephone, facsimile or electronic mail sent to his or her business or home address at least twenty-four (24) hours in advance of the meeting, or by written notice mailed to his or her business or home address at least seventy-two (72) hours in advance of the meeting. Notice need not be given to any Director if a written waiver of notice is executed by him before or after the meeting, or if communication with such Director is unlawful. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting at the beginning of the meeting to the transaction of any business because such meeting is not lawfully called or convened. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting. (dc) At any meeting of the Board of Directors, a majority of the Board of Directors then in office shall constitute a quorum. Each Director shall be entitled to cast one (1) vote (whether in a meeting or by written consent as provided herein) with respect to any matter before the Board of Directors. Less than a quorum may adjourn any meeting from time to time and the meeting may be held as adjourned without further notice upon reaching a quorum. (d) Notwithstanding the foregoing, (i) no meeting of the Board of Directors shall be effective unless notice thereof and opportunity to participate as an observer has been given to Lender, and (ii) no notice pursuant to this Section 3.8 shall be effective unless such notice has been given to Lender. Xxxxxx xxx participate as an observer at all meetings of the Board of Directors.