Directors’ Interests and voting rights. Subject to clause 7.2, clause 7.3 and clause 7.4, if a Director has an Interest in any matter which conflicts or may conflict with the interests of the Company and which is to be considered or voted upon at a Board meeting or which is to be subject of a written resolution of the Directors:
(a) unless the Director has already given a general notice of his Interest in accordance with relevant law, the Director must without delay declare the Interest by giving written notice to each other Director setting out the nature and extent of the Interest and the relation of the Interest to the affairs of the Company or the Business; and
(b) so long as the Director complies with clause 7.1(a) but subject to clause 7.2 and clause 7.3, the Director:
(i) is entitled to attend or participate in any discussion on matters that relate to the Interest;
(ii) is entitled to receive all information and advice received by the other Directors on matters that relate to the Interest;
(iii) is entitled to vote (and be counted in a quorum at a meeting) on matters that relate to the Interest; and
(iv) is entitled to retain benefits under any transaction relating to the Interest and the Company cannot avoid any such transaction merely because of the existence of the Interest.
Directors’ Interests and voting rights. If a Director has an Interest in any matter which is reasonably likely to conflict with the interests of XxxXx or the Business (as applicable) and which is to be considered or voted upon at a Board meeting or which is to be the subject of a written resolution of the Directors, the Director shall, prior to the relevant matter being decided by the Board, declare the Interest to each other Director setting out, in all material respects, the nature and extent of the Interest and the relation of the Interest to the affairs of XxxXx or the Business. Whether or not a Director complies with its obligations under this paragraph, the Director:
Directors’ Interests and voting rights. (a) Subject to clause 9.2, if a Director has an Interest in any matter which is reasonably likely to conflict with the interests of the Company or the Business (as applicable) and which is to be considered or voted upon at a Board meeting or which is to be the subject of a written resolution of the Directors, the Director shall, prior to the relevant matter being decided by the Board, declare the Interest to each other Director setting out, in all material respects, the nature and extent of the Interest and the relation of the Interest to the affairs of the Company or the Business.
(b) Whether or not a Director complies with its obligations under sub-clause (a) above, the Director (subject to clause 9.2 and sub-clause (c) below):
(i) is entitled to attend or participate in any discussion on matters that relate to the Interest;
(ii) is entitled to receive all information and advice received by the other Directors on matters that relate to the Interest;
(iii) is entitled to vote (and be counted in a quorum at a meeting) on matters that relate to the Interest; and
(iv) is entitled to retain benefits under any transaction relating to the Interest and the Company cannot avoid any such transaction merely because of the existence of the Interest.
(c) Notwithstanding any other provision of this deed, where a Director has a Financial Interest, that Director shall not have the entitlements described in clause 9(b)(i) to (iv) above to the extent that applicable law prohibits that Director from having such entitlements. If due to one or more Directors having a Financial Interest in relation to certain business to be considered by the Board:
(i) there is an unequal number of Directors nominated by each Major Shareholder for appointment who are entitled to attend and vote at a Board meeting in relation to all or part of the business of that meeting (where such imbalance is not cured by the appointment of one or more proxies); or
(ii) quorum for the Board in relation to that business is not achieved (and appointment of one or more proxies has not enabled quorum to be met), then the Board shall (and the Shareholders shall use their reasonable efforts to procure that the Board shall) call a general meeting of the Shareholders to consider and decide upon the applicable business and, in respect of (i) above, quorum shall be deemed to not have been achieved in relation to all or part of the business of that Board meeting (as applicable).
Directors’ Interests and voting rights. Subject to clause 9.2, if a Director has an Interest in any matter which is reasonably likely to conflict with the interests of the Company or the Business (as applicable) and which is to be considered or voted upon at a Board meeting or which is to be the subject of a written resolution of the Directors, the Director shall, prior to the relevant matter being decided by the Board, declare the Interest to each other Director setting out, in all material respects, the nature and extent of the Interest and the relation of the Interest to the affairs of the Company or the Business. Whether or not a Director complies with its obligations under this paragraph, the Director (subject to clause 9.2):
(a) is entitled to attend or participate in any discussion on matters that relate to the Interest;
(b) is entitled to receive all information and advice received by the other Directors on matters that relate to the Interest;
(c) is entitled to vote (and be counted in a quorum at a meeting) on matters that relate to the Interest; and
(d) is entitled to retain benefits under any transaction relating to the Interest and the Company cannot avoid any such transaction merely because of the existence of the Interest.
Directors’ Interests and voting rights. Subject to clauses 8.2 and 8.3, if a Director has an Interest in any matter which conflicts or may conflict with the interests of the Group or the Business and which is to be considered or voted upon at a Board meeting or which is to be the subject of a written resolution of the Directors:
(a) the Director must without delay declare the Interest by giving written notice to every other Director setting out the nature and extent of the Interest and the relation of the Interest to the affairs of the Group or the Business; and
(b) so long as the Director complies with clause 8.1(a), but subject to clauses 8.2, 8.3 and applicable Law, the Director is entitled to such rights, including the right to receive information and exercise of voting rights, as available under the applicable Law and this Agreement.
Directors’ Interests and voting rights. Subject to clause 7.2, if a Director has an Interest in any matter which is likely to conflict with the interests of the Company or the Objectives and which is to be considered or voted upon at a Board meeting or which is to be subject of a written resolution of the Directors:
(a) unless the Director has already given a notice of their Interest, the Director must without delay declare the Interest by giving written notice to each other Director setting out the nature and extent of the Interest and the relation of the Interest to the affairs of the Company or the Operations; and Xxxxxxxx Xxxxx Joint Venture and Shareholders Agreement 25
(b) so long as the Director complies with clause 7.1(a) but subject to the balance of this clause 7 and applicable laws, the Director is entitled to such rights, including the right to receive information and exercise of voting rights, as available under the applicable laws.
