Common use of Directors’ Interests and voting rights Clause in Contracts

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. Subject to clause 7.2, clause 7.3 clauses 6.2 and clause 7.46.3, if a Director has an Interest in any matter which conflicts or may conflict with the interests of the Company of which they are a Director, US JVCo or the Business and which is to be considered or voted upon at a relevant Board meeting or which is to be subject of a written resolution of the relevant 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 relevant Company or the Business; and (b) so long as the Director complies with clause 7.1(a6.1(a) but subject to clause 7.2 6.2 and clause 7.36.3, 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 relevant Company cannot avoid any such transaction merely because of the existence of the Interest.