Circular Resolutions. Subject to Applicable Law, a resolution by circulation shall be as valid and effectual as a resolution duly passed at a Board meeting called and held, provided it has been circulated with the prior written approval of the Investor Director in draft form, together with the relevant papers, if any, to all the Directors.
Circular Resolutions. The Board may act by written resolution, or in any other legally permissible manner, on any matter, except matters, which by Law may only be acted upon at a meeting. Subject to any restrictions imposed by Law and the provisions of Clause 11.8 of this Agreement, no written resolution shall be deemed to have been duly adopted by the Board, unless such written resolution shall have been approved by the requisite majority of Directors, as provided in various clauses in this Agreement.
Circular Resolutions. The Board may act by written resolution, or in any other legally permissible manner, on any matter, except as set forth in Clause10.17hereof and except for matters, which by law may only be acted upon at a meeting. Subject to any restrictions imposed by law, no written resolution shall be deemed to have been duly adopted by the Board, unless such written resolution shall have been approved by the requisite majority of Directors, as provided in various clauses in this Agreement, including where applicable Clause10.17. If a Director does not convey his acceptance or rejection of the proposed resolution within 15 (fifteen) days from the date of receipt of the requisite documentation (including explanatory statements and supporting documents), he shall be deemed to have rejected the proposed resolution.
Circular Resolutions. Resolutions may also be adopted by circular letter (email), provided no Partner requests an oral discussion.
Circular Resolutions. (a) Subject to the Corporations Act, if all of the Directors or all of the Shareholders sign a document containing a statement that they are in favour of a resolution in terms set out in the document, a resolution in those terms is considered to have been unanimously passed at a Board Meeting or a Shareholders’ Meeting, as the case may be, held at the date and time at which the document was last signed by a Director or Shareholder, as the case may be.
(b) For the purposes of clause 5.11(a):
(i) two or more separate documents containing statements in identical terms each of which is signed by one or more Directors or Shareholders, as the case may be, are together deemed to constitute one document containing a statement in those terms signed by these persons at the respective dates and times at which they signed the separate documents;
(ii) a reference to all of the Directors or all of the Shareholders excludes a Director or Shareholder who would not be entitled to vote on the resolution at a Board Meeting or Shareholders’ Meeting, as the case may be; and
(iii) (A) document includes a document created or stored in any electronic medium and retrievable in perceivable form; and
Circular Resolutions. A vote required under clause 6.6 may be effected in writing, signed by all of the Directors and shall be deemed to be a decision of the Board without the need for a meeting.
Circular Resolutions. Subject to Clause 6 (Reserved Matters) of this Agreement and the provisions of the Act which do not permit certain businesses to be approved by circular resolution, a circular resolution in writing, approved and executed by a majority of the Directors as are entitled to vote thereon, shall constitute a valid decision of the Board, provided that, such resolution was sent to all of the Directors at least 7 (seven) days in advance, unless all the Directors unanimously agree on a shorter period, together with a copy of all supporting and necessary papers as may be required to vote on such resolution at their usual address by hand delivery or by speed post or registered post or by courier, or through such electronic means including registered email address of the Directors and such other compliance as required under the Act. Where not less than one-third of the total Directors (such one-third must include at least the Directors constituting valid quorum in accordance with Clause 4.7.1) holding office require the resolution under circulation to be decided at a meeting of the Board, the Chairman shall put that/those resolution(s) for consideration at a meeting of the Board.
Circular Resolutions. 3.10.1 A written resolution circulated to all the Directors, whether in India or overseas, and approved in accordance with Applicable Law, shall (subject to compliance with the relevant requirements of the Act) be as valid and effective as a resolution duly passed at a duly convened meeting of the Board. However, if the resolution proposed to be passed by circulation pertains to a Reserved Matter Item, then such resolution shall be valid and effective only if the resolution has received the written consent of the Investor in accordance with Clause 5 (Reserved Matters).
3.10.2 Any resolution may be circulated by sending it to the addresses (including email) of each of the Directors, as informed by them to the Company from time to time, and approved in accordance with Clause 3.9 (Voting) and Clause 5 (Reserved Matters).
3.10.3 A resolution passed by circulation shall be noted at the next meeting of the Board, and shall be made part of the minutes of such meeting.
Circular Resolutions. A resolution signed by all of the Directors then in office shall be deemed to be a decision of the Board without the need for a meeting. A resolution signed by all of the Directors who are members of a committee shall be deemed to be a decision of the committee without the need for a meeting. Any such resolution may consist of several documents in original, facsimile or electronic form, each signed by one or more Directors.
Circular Resolutions. A written resolution of a decision made by the Board which is signed by a majority of the Directors consisting of Directors appointed by each of the Promoters shall be as valid and effectual as if it had been passed at a duly convened Board meeting. Any such written resolution may consist of several documents (or facsimiles thereof) in like form or in one or more counterparts, each signed by one or more of the Directors and all counterparts taken together shall constitute one (1) document.
