Meeting of the Board Sample Clauses
Meeting of the Board. The Board may hold meetings, both regular and special, within or outside the State of Delaware. Regular meetings of the Board may be held without notice at such time and at such place as shall from time to time be determined by the Board. Special meetings of the Board may be called only by a majority of the directors or the President on not less than one day’s notice to each director by telephone, facsimile, mail, telegram, courier, personal delivery or any other means of communication.
Meeting of the Board. On the Completion Date, the Company shall procure the holding of a meeting of the Board and the passing of the following resolutions:
3.3.1 approving the allotment and issue of the ‘X’ Ordinary Shares to the ‘X’ Shareholder, the ‘Y’ Ordinary Shares to the ‘Y’ Shareholder and the Special Shares to the Special Shareholder, in each case at an issue price of HK$0.10 per share;
3.3.2 the two US$ Denominated Shares currently held as to one US$ Denominated Share by Able Star and as to the other US$ Denominated Share by GE Equity be repurchased by the Company at par value, with funds lawfully available therefore, provided that the Directors are satisfied, on reasonable grounds, that immediately after the acquisition of the two US$ Denominated Shares, the value of the Company’s assets will nonetheless exceed its liabilities and the Company will be able to pay its debts as and when they fall due.
Meeting of the Board. On or promptly following the Completion Date, the Company shall procure the holding of a meeting of the Board and the passing of the following resolutions (if and to the extent such resolutions have not already been passed):
3.2.1 approving the transfer of 133,107,975 ‘Y’ Ordinary Shares in aggregate from SES Global Holding AG to the GE Entities (as to 6,655,399 ‘Y’ Ordinary Shares to GE Pacific-1, as to 6,655,399 ‘Y’ Ordinary Shares to GE Pacfic-2 and as to 119,797,177 ‘Y’ Ordinary Shares to GE Pacific-3) and the registration of each of GE Pacific-1, GE Pacific-2 and GE Pacific-3 as a member of the Company in respect of such Shares;
3.2.2 convening a meeting of the Shareholders of the Company for the purposes referred to in Clause 3.3, or to promptly circulate Shareholders’ written resolutions to the Shareholders to effect the matters referred to in Clause 3.3.
Meeting of the Board. Following Closing, the Parties shall cause the Directors to hold a meeting of the Board to elect the officers of the Company and to take such other actions as may be necessary to carry out the intent of this Agreement. The Parties agree to execute such documents, and take such other actions, and to cause all Affiliates and the Company to execute such documents and take such other actions, as may be necessary to carry out the intent of this Agreement.
Meeting of the Board of Directors shall be convened quarterly. Interim meeting of the Board may be convened upon written proposal of two (2) directors. Unless otherwise stipulated in any governing law, any resolution made with respect to matters under Article 5.
1.1 during the meeting of the Board of Directors shall be passed on the condition of approval by over 2/3 of the directors of the Board; resolution made with respect to other matters shall be passed on the condition of approval by over 50% of the directors of the Board.
Meeting of the Board. The parties hereto acknowledge and confirm that there shall be a minimum of four (4) meetings of the Board in each fiscal year of the Corporation.
Meeting of the Board. 40.1. Subject to Articles 41 and 42 below, the Board may meet, adjourn its meeting and otherwise determine and regulate such meetings and their proceedings as it deems fit.
40.2. In the event of a vacancy in the number of directors, the remaining directors may continue to discharge their functions until the number of remaining directors decreases below the minimum established in the Articles. In the latter case the remaining directors may only act to convene a General Meeting of the Company.
40.3. The Board, by unanimous approval of all directors then in office, may at any time appoint any person to serve as director as replacement for a vacated office or in order to increase the number of directors, subject to the condition that the number of directors shall not exceed the maximum established in these Articles. Any so appointed director shall remain in office until the next Annual Meeting, at which he may be reelected.
Meeting of the Board. The parties hereto acknowledge and confirm that there shall be a minimum of: (i) one (1) telephone, conference-call meeting of the Board per month and (ii) four (4) physical meetings of the Board in each fiscal year of the Corporation, to be held in Montreal, Quebec or such other place as the Board may determine.
Meeting of the Board. The Board shall meet as often as the Business of ECCAA requires for the performanceofitsdutiesand,inanyeventatleasttwiceperyear,andsuch meetings shall beheld at such places, times and day as the Board may determine. FourteendaysnoticeshallbegiventoeachDirectortoregular meetings of the Board. The Chairperson of the Board may at anytime call a special meeting of the Board to be held within seven days of the receipt of the written request for that purpose addressed to the chairperson by not less than four Directors. At any meeting of the Board - The chairperson of the Board shall preside; If the chairperson is not present, the Deputy Chairperson shall preside ; The quorum for a meeting of the Board is two thirds of the members of the Participating States. Every question for decision at a meeting of the Board shall be determined by a majority of votes of the members present and, in the event that the voting is equally divided; the Chairperson shall have a casting vote. A Director is deemed to be present at a meeting of the Board or of a committee if the Director participated by telephone or other electronic means and all Directors participating in the meeting are able to hear each other. A resolution in writing signed by all the Directors entitled to receive notice of meeting of the Board or of a committee of the Board shall be valid and effectual as it has been passed in a meeting of the Board, or as the case may be, a committee of the Board duly convened and held and may consist of several documents in the like form each signed by one or more Directors. Minutes of each meeting of the Board shall be kept and shall be confirmed by the Directors as soon as practicable at a subsequent meeting.
Meeting of the Board. This obligation as to minutes shall not apply to closed (executive) sessions.