Director Votes. Each Director shall have one (1) vote on all matters submitted to the Board.
Director Votes. Voting by the Board of Directors shall be made on the basis of one vote for each Director. A Director, or an Alternate Director when acting in the absence of his or her Director, may vote on all matters of Agency business unless disqualified because of a conflict of interest pursuant to California law or the local conflict of interest code adopted by the Board of Directors.
Director Votes. Each Director shall have one (1) vote. All decisions by the Board shall be made by a majority vote of all the Directors, except the vote of four (4) out of five (5) or 80% of Directors, whichever number is less, shall be required to (1) endorse or otherwise support any legislation, (2) terminate the membership of a Member as provided in Article XIV (WITHDRAWAL OF MEMBERS) , (3) as provided in Article V (MEMBERSHIP), and (4) as provided in Article XII (BUDGET AND EXPENSES), for the issuance of notes or other forms of indebtedness, including entering into leases for real property or equipment. Alternate Directors shall have no vote if the Director is present. If the Director is not present, the Alternate Director may cast a vote.
Director Votes. Each of the Shareholders undertakes and each Shareholder shall cause his/her Controlled Affiliate to cause the directors appointed or nominated by such Shareholders to vote or execute consents, and take all other necessary or desirable actions (including without limitation attending all meetings of the Board in person or by proxy for purposes of obtaining a quorum but only to the fullest extent permitted in accordance with fiduciary duties and any other applicable law) to (i) cause each of the Designated Directors to be designated for appointment or nomination to the Board, including to fill any vacancies, at any meeting of the Board at which a vote is held to appoint or nominate a director or otherwise pursuant to any written consent of the Board, and to call an annual general meeting or extraordinary general meeting of shareholders of the Company to elect the Designated Directors to the Board and (ii) prevent the removal of any Designated Director unless (i) the Shareholder is directed to do so by the Designating Shareholder(s) in writing, and if so directed by the Designating Shareholder(s), to cause such removal and the appointment or nomination of a replacement Designated Director to be designated by the Designating Shareholder(s) in writing or (ii) for Cause, and in such event, to cause the appointment or nomination of a replacement Designated Director to be designated by the Designating Shareholder(s) in writing.
Director Votes. Parent hereby undertakes to, and Parent shall cause its Controlled Affiliates to, cause the Directors appointed or nominated by Parent or such Controlled Affiliate to vote or execute consents, and take all other necessary or desirable actions (including without limitation attending all meetings of the Board in person or by proxy for purposes of obtaining a quorum but only to the fullest extent permitted in accordance with fiduciary duties and any other applicable Law) to:
(a) cause each of the Investor Directors to be designated for appointment or nomination to the Board, including to fill any vacancies, at any meeting of the Board at which a vote is held to appoint or nominate a Director or otherwise pursuant to any written consent of the Board, and to call an annual general meeting or extraordinary general meeting of shareholders of the Company to elect the Investor Directors to the Board;
(b) prevent the removal of any Investor Director unless (i) Parent is directed to do so by Investor in writing, and if so directed by Investor, to cause such removal and the appointment or nomination of a replacement Investor Director designated by the Investor in writing or (ii) for Cause, and in such event, to cause the appointment or nomination of a replacement Investor Director designated by Investor in writing; and
(c) prevent any Third Party from being entitled to appoint or nominate at any time (i) a number of Directors in a proportion which is greater than the percentage of the Fully-Diluted Equity held by such Third Party at such time or (ii) until such time as Investor shall have effected a Qualified Transfer, a number of Directors that is equal to or greater than the number of Investor Directors at such time if such Third Party holds fewer Ordinary Shares (on an as-converted basis) than Investor at such time.
Director Votes. Voting by the Board of Directors shall be weighted as follows:
(a) The Director representing SYRWCD shall have one (1) vote; and
(b) The Director representing Buellton shall have one (1) vote; and
(c) The Director representing Santa Xxxxxxx shall be a non-voting member. A Director, or an Alternate Director when acting in the absence of a Director, may vote on all matters of GSA business unless disqualified.
Director Votes. Each of the Parties undertakes and each Party shall cause its Controlled Affiliate to cause the directors appointed or nominated by such Parties to vote or execute consents, and take all other necessary or desirable actions (including without limitation attending all meetings of the Board in person or by proxy for purposes of obtaining a quorum but, in each case, only to the fullest extent permitted in accordance with fiduciary duties and any other applicable law) to (i) cause each of the Designated Directors to be designated for appointment or nomination to the Board, including to fill any vacancies, at any meeting of the Board at which a vote is held to appoint or nominate a director or otherwise pursuant to any written consent of the Board, and to call an annual general meeting or extraordinary general meeting of shareholders of the Company to elect the Designated Directors to the Board and (ii) prevent the removal of any Designated Director unless (i) such Party is directed to do so by the Party that designates the Designated Directors (the “Designating Shareholder(s)) in writing, and if so directed by the Designating Shareholder(s), to cause such removal and the appointment or nomination of a replacement Designated Director to be designated by the Designating Shareholder(s) in writing or (ii) for Cause, and in such event, to cause the appointment or nomination of a replacement Designated Director to be designated by the Designating Shareholder(s) in writing; provided, however, that each Party shall cause the Company to enter into a customary indemnification agreement with each of the Designated Directors.
Director Votes. For so long as the Investor (together with any of its Affiliates and Permitted Transferees) beneficially owns a number of Class A Shares that, in aggregate, is equal to at least (i) seventy-five percent (75%) of the Investor Shares (as appropriately adjusted for share splits, reverse share splits, share dividends, share consolidations, recapitalizations and the like) and (ii) the Minimum Ownership Percentage, without the prior written consent of the Investor, each 1Verge Group Member hereby undertakes not to, and each 1Verge Group Member shall cause its Controlled Affiliates not to, cause the Directors appointed or nominated by such 1Verge Group Member or such Controlled Affiliate to vote or execute consents, or take any other actions to:
(a) remove any Investor Director from the Board, or seek to call or requisition any meeting of the Board or any written consent of the Directors for the purpose of removing any Investor Director, in each case, unless the 1Verge Group is directed to do so by the Investor in writing;
(b) approve any Voting Rights Changes; or
(c) increase the size of the Board to be comprised of more than nine (9)
Director Votes. Voting by the Board of Directors shall be made on the basis of one vote for each Director as follows:
(a) The Director representing Solvang shall have vote(s);
(b) The Director representing Santa Xxxxxxx shall have vote(s);
(c) The Director representing SYRWCD shall have vote(s);
(d) The Director representing ID No.1 shall have vote(s);
(e) The non-Member Director appointed in accordance with Article 7.2 shall have vote(s);
(f) The Director of any new Member added to the EMA GSA in accordance with Article 6.2 shall have vote(s). A Director, or an Alternate Director when acting in the absence of a Director, may vote on all matters of GSA business unless disqualified.
Director Votes. Voting by the Board of Directors shall be made on the basis of one vote for each Director, unless one or more Directors requests weighted voting. If weighted voting is requested, then each Director’s vote shall be weighted proportionally to [DESCRIBE WEIGHTED VOTING]. Accordingly, to determine the weighted vote for each Director, [DESCRIBE HOW TO DETERMINE WEIGHTED VOTE FOR EACH MEMBER]. A Director, or an Alternate Director when acting in the absence of his or her Director, may vote on all matters of Authority business unless disqualified because of a conflict of interest pursuant to California law or the local conflict of interest code adopted by the Board of Directors.
