Decisions of Directors. In order to be effective, a decision of the Board must be approved either by a resolution passed by the affirmative vote of a majority of the directors present and entitled to vote thereon at a meeting of directors duly called and at which a quorum of directors are present, or by an instrument signed by all the directors.
Decisions of Directors. Any resolution of the Directors shall only be validly passed and effective if:
(a) at a duly constituted meeting of the Directors, such resolution receives the affirmative vote of a majority of the Directors participating in the meeting (each Director having only one vote); or
(b) all the Directors consent in writing to such resolution.
Decisions of Directors. (a) Subject to clause 4.8(b), a properly noticed meeting of Directors at which a quorum is present is competent to exercise powers and discretions vested in or exercisable by the Directors under this document or the Memorandum and Articles of Association.
(b) Except as set out in clauses 6.2(a)(i)(B), 8.3(b), 13.1(a) and 18.6, any question, matter or issue arising at a meeting of Directors and all resolutions must be decided by a simple majority of votes cast.
Decisions of Directors. (a) Except as otherwise provided herein and subject to the CBCA and Section 2(4)(b), any resolution of the BOD shall only be validly passed and effective if (i) at a duly constituted meeting of the BOD, such resolution receives the affirmative vote of at least a majority of the Directors participating in the meeting (each Director having only one vote); or (ii) all the Directors consent in writing to such resolution.
(b) Any resolution of the BOD with respect to the following matters shall only be validly passed and effective if (i) at a duly constituted meeting of the BOD, such resolution receives the affirmative vote of the Triggering Investor Nominee; or (ii) the Triggering Investor Nominee consents in writing to such resolution:
(i) any borrowing of funds or incurring of any indebtedness by the Company or any Subsidiary or Affiliate of the Company, except for the Permitted Indebtedness, prior to October 1, 2019 for any purpose having a value of more than five hundred thousand dollars ($500,000.00) individually, or in the aggregate in any 12 month period;
(ii) any acquisition by the Company, or any Subsidiary or Affiliate of the Company, of, or any agreement by the Company, or any Subsidiary or Affiliate of the Company, to acquire, any or all of the shares or assets of another corporation or business enterprise having a value of more than five hundred thousand dollars ($500,000.00) individually, or in the aggregate in any 12 month period;
(iii) the issuance of any Securities of a Subsidiary or Affiliate;
(iv) any declaration or payment of any dividend from the Company;
(v) any sale, lease, exchange, transfer, assignment, mortgage or other encumbrance, or other disposition of the undertaking or of any or all of the property and assets of the Company having a value in excess of five hundred thousand dollars ($500,000.00);
(vi) the taking of any steps to: (i) amalgamate, consolidate or merge the Company with any corporation, partnership, joint venture, firm or other entity, or (ii) wind-up, dissolve, liquidate or otherwise terminate the existence of the Company; and
(vii) any issuance of securities of the Company, prior to April 1, 2019, where such issuance would result in a valuation of the Company’s price per share to be lower than the valuation of the Company’s price per share used in the Triggering Event Financing, other than an issuance of securities (i) pursuant to the ESOP (as defined in Section 4), (ii) pursuant to the exercise of options granted t...
Decisions of Directors. (a) Subject to Section 3.06(c), in order to be effective, a decision of the directors must be approved either by a resolution passed by the affirmative vote of not less than a majority of directors present and constituting a quorum at a meeting of directors duly called or by an instrument signed by all the directors.
(b) The Chairman of any meeting of the directors or Shareholders shall not have a casting vote.
(c) An option under the Option Plan shall not be granted without the unanimous consent of the directors elected or appointed by the holders of Series A Shares unless the vesting of such option does not exceed one-third (on a cumulative basis) of the Shares issuable upon exercise thereof following each anniversary of the date such option is granted.
Decisions of Directors. A decision of the Board must be approved either by a resolution passed by the affirmative vote of not less than that number of directors present and constituting a quorum at a meeting of directors duly called or by an instrument signed by all the directors. - The Board has the authority to deal with everything except items specifically required by Ghanaian law to be dealt with by the Shareholders and except any decision to suspend, significantly curtail or cease operations. - No resolution will be effective unless it has been passed by the affirmative vote of at least one nominee of BGL and one nominee of GMWU.
Decisions of Directors. A resolution of the board which concerns any of the following matters is only valid if at least two category “A” Directors (present or represented) and at least two category “B” Directors (present or represented) vote in favour of that resolution.
Decisions of Directors. (a) The Directors, at a meeting at which a quorum is present, may exercise any authorities, powers and discretions vested in or exercisable by the Directors under this Constitution.
(b) Questions arising at a meeting of Directors must be decided by a majority of votes cast by the Directors present entitled to vote on the matter. Each Director is entitled to one
(1) vote, subject to this Constitution and the Act in respect of a Director’s ability to vote on any matter.
(c) The chairperson of the meeting shall not have a second or casting vote.
Decisions of Directors. 2.1.6.1 Subject to Section 2.1.6.2 or as otherwise provided in this Agreement, in order to be effective, all matters requiring approval of the Board (including an Exempt Issuance other than for the purpose of Emergency Funding) shall be approved by either
(i) a resolution passed by majority vote of the Directors, provided that such approval must include (a) the vote of the Fairfax Group Shareholder nominees for so long as the Fairfax Group Shareholders continue to satisfy the Threshold Condition and (b) the vote of any one of the following: (1) all of the ACON Shareholder Group nominees for so long as the ACON Group Shareholders continue to satisfy the Threshold Condition, (2) all of the ACM Group Shareholder nominees for so long as the ACM Group Shareholders satisfy the Threshold Condition (other than in respect of a vote for any issuance of Shares or other securities (including debt securities) of the Corporation (including an Exempt Issuance other than for an Emergency Funding)) or (3) any Additional Investor’s nominee (to the extent any such Additional Investor has a nominee pursuant to Section 2.1.1.4).
2.1.6.2 The Board may authorize the following matters by simple majority vote, provided that, if at the relevant time ACM has met the ACM Funding Threshold and the vote results in a tie, one Fairfax nominee shall have a casting vote (other than in connection with 2.1.6.2.1):
2.1.6.2.1 an Exempt Issuance (i) to satisfy minimum liquidity requirements under the Credit Agreement or any other credit or other lending agreement pursuant to which the Corporation or any of its Subsidiaries is a party,
Decisions of Directors. A Director appointed by a Shareholder may take into account the interests of that Director’s appointor and may act on the wishes of that appointor in performing any of the Director’s duties or exercising any power, right or discretion as a director in relation to the Company, except in any particular case where no honest and reasonable director could have formed the view that, in so doing, the Director was complying with his fiduciary duties including the duty to act in good faith in the best interests of the Company as a whole.
