Decisionmaking. In the implementation of the Uruguay Round Agreements and the functioning of the World Trade Organization, it is the objective of the United States to ensure that the Ministerial Conference and the General Council continue the practice of decisionmaking by consensus fol- lowed under the GATT 1947, as required by para- graph 1 of article IX of the WTO Agreement.
Decisionmaking. The four (4) members of the Trustee Council shall have equal voting power, and all decisions under this Agreement shall be by unanimous agreement of Trustee Council members.
Decisionmaking. The Coalition will make decisions and exercise its powers and authority by majority vote of a quorum of the Board of Directors. A quorum must be present in order for any meeting to proceed and for any business to be transacted. Any party may opt out of participation in a project or an action by the Coalition by not voting in favor of the project or action.
Decisionmaking. All decisions of the Joint Steering Committee shall be made by unanimous vote of the representatives of the Parties, with each Party's representatives collectively having one vote, and the goal of all decision making shall be to achieve consensus. Upon ten (10) business days written notice, either Party may convene a special meeting of the Joint Steering Committee for the purpose of resolving disputes. If the Joint Steering Committee is unable to reach agreement on any matter referred to it for resolution by the Parties within thirty (30) days after the matter is referred to it, such matter shall be referred to the Executive Officers for resolution. If the Executive Officers are unable to resolve a matter referred to them under this Section within thirty (30) days after the matter is referred to them, the provisions of Article IX shall apply.
Decisionmaking. The KK's decisions regarding this Agreement will be decided by board vote on which AJI directors have abstained. [*] Indicates that certain information in this exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Decisionmaking. All decisions of the JRDC shall be made by unanimous vote of the JRDC Representatives, with each Party's JRDC Representatives collectively having one vote, and the goal of all decision making shall be to achieve consensus. Upon fifteen (15) days prior written notice, either Party may convene a special meeting of the JRDC for the purpose of resolving any failure to reach agreement on a matter within the scope of the authority and responsibility of the JRDC. If the JRDC is unable to reach agreement on any matter so referred to it for resolution by one or more of the Parties within thirty (30) days after the matter is so referred to it, such matter shall be referred to the Executive Officers for resolution. If the matter is not resolved by the Executive Officers within thirty (30) days after referral to the Executive Officers, then:
(a) if such matter relates primarily to Collaboration Program activities with respect to any Alnylam siRNA or Development Candidate that has not yet achieved [**], Alnylam shall have the right to decide the matter;
(b) if such matter relates primarily to Collaboration Program activities with respect to any Alnylam siRNA or Development Candidate that has achieved [**], Medtronic shall have the right to decide the matter;
(c) notwithstanding Section 2.4(a) above, if such matter relates to the Development of Devices for use in Licensed Products, Medtronic shall have the right to decide the matter; and
(d) otherwise such matter shall require the consent of both Parties for resolution; provided that nothing in this Section 2.4 shall give either Party a unilateral right to resolve any dispute involving the breach or alleged breach of this Agreement or to amend or modify this Agreement or any Workplan or the Parties' respective rights and obligations hereunder or thereunder.
Decisionmaking. The KK's decisions regarding this Agreement will be decided by board vote on which AJI directors have abstained. [Signature pages follow.]
Decisionmaking. (a) Notwithstanding anything to the contrary in this Agreement or any Financing Document, the Collateral Agent, the Representatives and each other Secured Party may not exercise or enforce any right, remedy, power or other discretion, give any consent or enter into any agreement amending, modifying, supplementing or waiving, or make any determination under or in respect of any provisions of the Financing Documents except in accordance with this Agreement.
(b) If, at any time, (i) the Collateral Agent proposes to act as contemplated under Financing Documents or (ii) any Representative, in accordance with this Agreement, notifies the Collateral Agent of a matter with respect to which it believes the Collateral Agent should exercise discretion, then the Collateral Agent shall promptly notify each other Representative and each Hedge Counterparty of the matter in question specifying:
(i) if relevant, the manner in which the Collateral Agent proposes to act;
(ii) the Required Lenders applicable to the decision; and
(iii) the period determined by the Collateral Agent by which the relevant Secured Parties must provide it with instructions in relation to such decision (the "Decision Period").
(c) Notwithstanding anything to the contrary in this Section 3.2 or in any Financing Document, the Collateral Agent shall not be required to seek instructions from the parties hereto, as applicable, and the Collateral Agent shall give or withhold consent, approve or disapprove and otherwise make decisions on behalf of the Secured Parties, with respect to the following:
(i) any corrections to or confirmations of the calculation of any information set forth in the Valuation Report;
(ii) any decisions which are specified in any Financing Documents to be made by the Collateral Agent after consultation with an Independent consultant; and
(iii) all other routine, administrative or ministerial matters under the Financing Documents, including any additions, modifications or amendments to any provision of any Financing Document to cure any ambiguity or to cure, correct or supplement any provision contained therein which is inconsistent with any other provision contained therein, the decision in all such cases with respect to which matters is not inconsistent with the provisions of the other Financing Documents and could not reasonably be expected to have a Material Adverse Effect.
Decisionmaking. Unless otherwise specified herein, all decisions of the Approval Authority requiring a vote of the Authority shall require the affirmative vote of a majority of the full-voting members of the Authority (i.e., at least four affirmative votes). Each full-voting member present at a meeting shall vote “yes” or “no” when a question is put, unless excused from voting by a motion adopted by a majority of the full-voting members present.
Decisionmaking
