Meetings, Notice, etc. (i) Meetings of the Management Committee shall be held at such location or locations as may be selected by the Management Committee from time to time. (ii) Regular meetings of the Management Committee shall be held on such dates and at such times as shall be determined by the Management Committee and shall be held as required or as requested by the Board of Directors. (iii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv) shall be given to each Committee Representative at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting. (iv) Special meetings of the Management Committee may be called by any Committee Representative by notice given in accordance with the notice requirements set forth in this Section 6.9, which notice shall state in reasonable detail the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives appointed by the Appointing Party that is not represented by the Committee Representative calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi), no action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect the Parties, any of their respective Affiliates which are parties to any of the Master Operative Documents or Flash Alliance. Minutes of each Management Committee meeting shall be sent by facsimile to all Committee Representatives within ten (10) Business Days after such meeting. Material to be presented at any Management Committee meeting shall be sent by facsimile, electronic mail or delivered in hard copy to all Committee Representatives together with the notice described in Section 6.9(c)(vi). (v) The actions taken by the Management Committee at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, however, any Committee Representative who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee may be taken only either in a meeting of the members xxxxxxx xxxx called and held or by the execution by the Committee Representatives eligible to cast all the votes on the Management Committee without a meeting of a consent setting forth the action so taken, and identified as a consent of the Committee Representatives pursuant to this Section 6.9. (vi) Upon the consent of all Committee Representatives, a meeting of the Management Committee may be held by conference telephone or similar communications equipment by means of which all Committee Representatives participating in the meeting can hear and be heard by all other participants, provided, that, such communications equipment continues to be operational throughout the meeting. Any Committee Representative may elect to participate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. At any meeting, the Management Committee shall consider (A) any items added to the Management Committee agenda for discussion by the Parties and (B) such other matters as the Management Committee decides to review. (vii) The Management Committee shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee may establish reasonable rules and regulations to (A) require officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee governance matters not inconsistent with the terms of this Agreement.
Appears in 2 contracts
Samples: Flash Alliance Master Agreement (Sandisk Corp), Flash Alliance Master Agreement (Sandisk Corp)
Meetings, Notice, etc. (i) Meetings of the Management Committee Board of Executive Officers shall be held at such location or locations as may be selected by the Management Committee Board of Executive Officers from time to time.
(iii) Regular meetings of the Management Committee Board of Executive Officers shall be held on such dates and at such times as shall be determined by the Management Committee Board of Executive Officers and shall be held as required or as requested at least on a quarterly basis, unless otherwise agreed by the Board of DirectorsExecutive Officers.
(iiiii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv5.1(c)(iii) shall be given to each Committee Representative Executive Officer at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi5.1(c)(vii), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting.
(iviii) Special meetings of the Management Committee Board of Executive Officers may be called by any Committee Representative Executive Officer by notice given in accordance with the notice requirements set forth in this Section 6.9, which notice shall state in reasonable detail 5.1(c)(ii); provided that the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives Executive Officers appointed by the Appointing Party Member that is not represented by the Committee Representative Executive Officer calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi), no No action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect any Member or the Parties, any Company.
(iv) Each Member may invite a reasonable number of their respective Affiliates which are parties observers to any all meetings of the Master Operative Documents or Flash Alliance. Minutes Board of Executive Officers.
(v) The minutes of each Management Committee meeting of the Board of Executive Officers shall be sent by facsimile delivered to all Committee Representatives Executive Officers within ten twenty (1020) Business Days calendar days after such meeting. Material to be presented at any Management Committee a Board of Executive Officers meeting shall be sent by facsimile, electronic mail or delivered in hard copy to all Committee Representatives together with Executive Officers ten (10) Business Days prior to such meeting if feasible in light of the notice described circumstances giving rise to the need for such meeting, or in Section 6.9(c)(vi)any event a minimum of five (5) Business Days prior to such meeting.
(vvi) The actions taken by the Management Committee Board of Executive Officers at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative each Executive Officer as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, however, any Committee Representative Executive Officer who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee Board of Executive Officers may be taken only either in (A) at a meeting of the members xxxxxxx xxxx called and held or (B) without a meeting by the execution by the Committee Representatives Executive Officers eligible to cast all the votes on the Management Committee without a meeting Board of Executive Officers of a consent setting forth the action so taken, and identified as a unanimous written consent of the Committee Representatives pursuant to this Section 6.9Executive Officers.
(vivii) Upon the consent of all Committee Representativesboth the President and the Executive Vice President, a meeting meetings of the Management Committee Board of Executive Officers may be held by conference telephone or similar communications equipment by means of which all Committee Representatives Executive Officers participating in the meeting can hear and be heard by all other participants, provided, that, ; provided that such communications equipment continues to be operational throughout the meeting. Any Committee Representative Executive Officer may elect to participate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. .
(viii) At any each meeting, the Management Committee Board of Executive Officers shall consider (A) any of the items set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Executive Officers) that may require the Board of Executive Officers’ attention, (B) any items added to the Management Committee Board of Executive Officers’ agenda for discussion by the Parties any Member and (BC) such other matters as the Management Committee Board of Executive Officers decides to review; provided, however, that the Executive Officers shall not be required to vote or take other action (other than carrying on discussions) on matters that were not placed on the meeting agenda at least five (5) Business Days in advance of the time set for the meeting unless such action or business is incidental to the action or business which was otherwise properly on the agenda and considered at such meeting.
(viiix) The Management Committee Board of Executive Officers shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee Board of Executive Officers may establish reasonable rules and regulations to (A) require officers Executive Officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee Board of Executive Officers governance matters not inconsistent with the terms of this Agreement.
(x) The Board of Executive Officers shall have the authority to establish subcommittees and to delegate to any such subcommittee any of the Board of Executive Officers’ responsibilities; provided, however, the power of the Board of Executive Officers to approve the matters set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Executive Officers) may not be delegated to a subcommittee.
Appears in 2 contracts
Samples: Operating Agreement (Sandisk Corp), Operating Agreement (Western Digital Corp)
Meetings, Notice, etc. (i) Meetings of the Management Committee shall be held at such location or locations as may be selected by the Management Committee from time to time.
(ii) Regular meetings of the Management Committee shall be held on such dates and at such times as shall be determined by the Management Committee and shall be held on a bi-annual basis or such other period as required or as requested agreed upon by the Board of DirectorsParties.
(iii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv6.05(c)(iv) shall be given to each Committee Representative at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi6.05(c)(vi), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting.
(iv) Special meetings of the Management Committee may be called by any Committee Representative by notice given in accordance with the notice requirements set forth in this Section 6.96.05, which notice shall state in reasonable detail the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives appointed by the Appointing Party that is not represented by the Committee Representative calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi6.05(c)(vi), no action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect the Parties, any of their respective Affiliates which are parties to any of the Master Operative Documents or Flash AllianceFVC-Japan. Master Agreement Minutes of each Management Committee meeting shall be sent by facsimile to all Committee Representatives within ten (10) Business Days after such meeting. Material to be presented at any Management Committee meeting shall be sent by facsimile, electronic mail or delivered in hard copy to all Committee Representatives together with the notice described in Section 6.9(c)(vi6.05(c)(iii).
(v) The actions taken by the Management Committee at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, however, any Committee Representative who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee may be taken only either in a meeting of the members xxxxxxx xxxx thereof duly called and held or by the execution by the Committee Representatives eligible to cast all the votes on the Management Committee without a meeting of a consent setting forth the action so taken, and identified as a consent of the Committee Representatives pursuant to this Section 6.96.05.
(vi) Upon the consent of all Committee Representatives, a meeting of the Management Committee may be held by conference telephone or similar communications equipment by means of which all Committee Representatives participating in the meeting can hear and be heard by all other participants, provided, that, such communications equipment continues to be operational throughout the meeting. Any Committee Representative may elect to participate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. At any meeting, the Management Committee shall consider (A) any items added to the Management Committee agenda for discussion by the Parties and (B) such other matters as the Management Committee decides to review.
(vii) The Management Committee shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee may establish reasonable rules and regulations to (A) require officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee governance matters not inconsistent with the terms of this Agreement.
Appears in 1 contract
Samples: New Master Agreement (Sandisk Corp)
Meetings, Notice, etc. (i) Meetings of the Management Committee Board of Directors shall be held at such location or locations as may be selected by the Management Committee Board of Directors from time to time.
(iii) Regular meetings of the Management Committee Board of Directors shall be held on such dates and at such times as shall be determined by the Management Committee Board of Directors and shall be held as required or as requested at least on a quarterly basis, unless otherwise agreed by the Board of Directors.
(iiiii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv5.l(c)(iii) shall be given to each Committee Representative Director at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi5.l(c)(vii), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting.
(iviii) Special meetings of the Management Committee Board of Directors may be called by any Committee Representative Director by notice given in accordance with the notice requirements set forth in this Section 6.9, which notice shall state in reasonable detail 5.l(c)(ii); provided that the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives Directors appointed by the Appointing Party Shareholder that is not represented by the Committee Representative Director calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi), no No action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect any Shareholder or the Parties, any Company.
(iv) Each Shareholder may invite a reasonable number of their respective Affiliates which are parties observers to any all meetings of the Master Operative Documents or Flash Alliance. Minutes Board of Directors.
(v) The minutes of each Management Committee meeting of the Board of Directors shall be sent by facsimile delivered to all Committee Representatives Directors within ten twenty (1020) Business Days calendar days after such meeting. Material to be presented at any Management Committee a Board of Directors meeting shall be sent by facsimile, electronic mail or delivered in hard copy to all Committee Representatives together with Directors ten (10) Business Days prior to such meeting if feasible in light of the notice described circumstances giving rise to the need for such meeting, or in Section 6.9(c)(vi)any event a minimum of five (5) Business Days prior to such meeting.
(vvi) The actions taken by the Management Committee Board of Directors at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative each Director as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, however, any Committee Representative Director who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee Board of Directors may be taken only either in (A) at a meeting of the members xxxxxxx xxxx thereof duly called and held or (B) without a meeting by the execution by the Committee Representatives Directors eligible to cast all the votes on the Management Committee without a meeting Board of Directors of a consent setting forth the action so taken, and identified as a unanimous written consent of the Committee Representatives pursuant to this Section 6.9Directors.
(vivii) Upon the consent of all Committee Representativesboth Representative Directors, a meeting meetings of the Management Committee Board of Directors may be held by conference telephone or similar communications equipment by means of which all Committee Representatives Directors participating in the meeting can hear and be heard by all other participants, provided, that, ; provided that such communications equipment continues to be operational throughout the meeting. Any Committee Representative Director may elect to participate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. .
(viii) At any each meeting, the Management Committee Board of Directors shall consider (A) any of the items set forth in Section 5.l(d) (Matters Requiring the Approval of the Board of Directors) that may require the Board of Directors’ attention, (B) any items added to the Management Committee Board of Directors’ agenda for discussion by the Parties any Shareholder and (BC) such other matters as the Management Committee Board of Directors decides to review; provided, however, that the Directors shall not be required to vote or take other action (other than carrying on discussions) on matters that were not placed on the meeting agenda at least five (5) Business Days in advance of the time set for the meeting unless such action or business is incidental to the action or business which was otherwise properly on the agenda and considered at such meeting.
(viiix) The Management Committee Board of Directors shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee Board of Directors may establish reasonable rules and regulations to (A) require officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee Board of Directors governance matters not inconsistent with the terms of this Agreement.
(x) Subject to the Companies Act, the Board of Directors shall have the authority to establish subcommittees and to delegate to any such subcommittee any of the Board of Directors’ responsibilities; provided, however, the power of the Board of Directors to approve the matters set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Directors) may not be delegated to a subcommittee.
Appears in 1 contract
Samples: Operating Agreement (Sandisk Corp)
Meetings, Notice, etc. (i) Meetings of the Management Committee Board of Directors shall be held at such location or locations as may be selected by the Management Committee Board of Directors from time to time.
(iii) Regular meetings of the Management Committee Board of Directors shall be held on such dates and at such times as shall be determined by the Management Committee Board of Directors and shall be held as required or as requested at least on a quarterly basis, unless otherwise agreed by the Board of Directors.
(iiiii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv5.1(c)(iii) shall be given to each Committee Representative Director at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi5.1(c)(vii), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting.
(iviii) Special meetings of the Management Committee Board of Directors may be called by any Committee Representative Director by notice given in accordance with the notice requirements set forth in this Section 6.9, which notice shall state in reasonable detail 5.1(c)(ii); provided that the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives Directors appointed by the Appointing Party Unitholder that is not represented by the Committee Representative Director calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi), no No action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect any Unitholder or the Parties, any Company.
(iv) Each Unitholder may invite a reasonable number of their respective Affiliates which are parties observers to any all meetings of the Master Operative Documents or Flash Alliance. Minutes Board of Directors.
(v) The minutes of each Management Committee meeting of the Board of Directors shall be sent by facsimile delivered to all Committee Representatives Directors within ten twenty (1020) Business Days calendar days after such meeting. Material to be presented at any Management Committee a Board of Directors meeting shall be sent by facsimile, electronic mail or delivered in hard copy to all Committee Representatives together with Directors ten (10) Business Days prior to such meeting if feasible in light of the notice described circumstances giving rise to the need for such meeting, or in Section 6.9(c)(vi)any event a minimum of five (5) Business Days prior to such meeting.
(vvi) The actions taken by the Management Committee Board of Directors at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative each Director as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, however, any Committee Representative Director who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee Board of Directors may be taken only either in (A) at a meeting of the members xxxxxxx xxxx thereof duly called and held or (B) without a meeting by the execution by the Committee Representatives Directors eligible to cast all the votes on the Management Committee without a meeting Board of Directors of a consent setting forth the action so taken, and identified as a unanimous written consent of the Committee Representatives pursuant to this Section 6.9Directors.
(vivii) Upon the consent of all Committee RepresentativesDirectors, a meeting of the Management Committee Board of Directors may be held by conference telephone or similar communications equipment by means of which all Committee Representatives Directors participating in the meeting can hear and be heard by all other participants, provided, that, ; provided that such communications equipment continues to be operational throughout the meeting. Any Committee Representative Director may elect to participate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. .
(viii) At any each meeting, the Management Committee Board of Directors shall consider (A) any of the items set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Directors) that may require the Board of Directors' attention, (B) any items added to the Management Committee Board of Directors' agenda for discussion by the Parties any Unitholder and (BC) such other matters as the Management Committee Board of Directors decides to review; provided, however, that the Directors shall not be required to vote or take other action (other than carrying on discussions) on matters that were not placed on the meeting agenda at least five (5) Business Days in advance of the time set for the meeting unless such action or business is incidental to the action or business which was otherwise properly on the agenda and considered at such meeting.
(viiix) The Management Committee Board of Directors shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee Board of Directors may establish reasonable rules and regulations to (A) require officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee Board of Directors governance matters not inconsistent with the terms of this Agreement.
(x) Subject to the Japan Act, the Board of Directors shall have the authority to establish subcommittees and to delegate to any such subcommittee any of the Board of Directors' responsibilities; provided, however, the power of the Board of Directors to approve the matters set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Directors) may not be delegated to a subcommittee.
Appears in 1 contract
Samples: Operating Agreement (Sandisk Corp)
Meetings, Notice, etc. (i) Meetings of the Management Committee Board of Directors shall be held at such location or locations as may be selected by the Management Committee Board of Directors from time to time.
(iii) Regular meetings of the Management Committee Board of Directors shall be held on such dates and at such times as shall be determined by the Management Committee Board of Directors and shall be held as required or as requested at least on a quarterly basis, unless otherwise agreed by the Board of Directors.
(iiiii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv5.01(c)(iii) shall be given to each Committee Representative Director at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi5.01(c)(vi), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting.
(iviii) Special meetings of the Management Committee Board of Directors may be called by any Committee Representative Director by notice given in accordance with the notice requirements set forth in this Section 6.9, which notice shall state in reasonable detail 5.01(c)(ii); provided that the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives Directors appointed by the Appointing Party Unitholder that is not represented by the Committee Representative Director calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi), no No action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect any Unitholder or the Parties, any Company.
(iv) The minutes of their respective Affiliates which are parties to any each meeting of the Master Operative Documents or Flash Alliance. Minutes Board of each Management Committee meeting Directors shall be sent by facsimile to all Committee Representatives Directors within ten twenty (1020) Business Days calendar days after such meeting. Material to be presented at any Management Committee a Board of Directors meeting shall be sent by facsimile, electronic mail facsimile or delivered in hard copy to all Committee Representatives together with Directors ten (10) Business Days prior to such meeting if feasible in light of the notice described circumstances giving rise to the need for such meeting, or in Section 6.9(c)(vi)any event a minimum of five (5) Business Days prior to such meeting.
(v) The actions taken by the Management Committee Board of Directors at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative each Director as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, however, any Committee Representative Director who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee Board of Directors may be taken only either in (A) at a meeting of the members xxxxxxx xxxx thereof duly called and held or (B) without a meeting by the execution by the Committee Representatives Directors eligible to cast all the votes on the Management Committee without a meeting Board of Directors of a consent setting forth the action so taken, and identified as a consent of the Committee Representatives Directors pursuant to this Section 6.95.01(c)(v).
(vi) Upon the consent of all Committee RepresentativesDirectors, a meeting of the Management Committee Board of Directors may be held by conference telephone or similar communications equipment by means of which all Committee Representatives Directors participating in the meeting can hear and be heard by all other participants, provided, that, provided that such communications equipment continues to be operational throughout the meeting. Any Committee Representative Director may elect to participate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. .
(vii) At any each meeting, the Management Committee Board of Directors shall consider (A) any of the items set forth in Section 5.01(d) (Matters Requiring the Approval of the Board of Directors) that may require the Board of Directors' attention, (B) any items added to the Management Committee Board of Directors' agenda for discussion by the Parties any Unitholder and (BC) such other matters as the Management Committee Board of Directors decides to review; provided, however, that the Directors shall not be required to vote or take other action (other than carrying on discussions) on matters that were not placed on the meeting agenda at least five Business Days in advance of the time set for the meeting unless such action or business is incidental to the action or business which was otherwise properly on the agenda and considered at such meeting.
(viiviii) The Management Committee Board of Directors shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee Board of Directors may establish reasonable rules and regulations to (A) require officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee Board of Directors governance matters not inconsistent with the terms of this Agreement.
(ix) The Board of Directors shall have the authority to establish subcommittees and to delegate to any such subcommittee any of the Board of Directors' responsibilities; provided, however, the power of the Board of Directors to approve the matters set forth in Section 5.01(d) (Matters Requiring the Approval of the Board of Directors) may not be delegated to a subcommittee.
Appears in 1 contract
Samples: Operating Agreement (Sandisk Corp)
Meetings, Notice, etc. (i) Meetings of the Management Committee Board of Directors shall be held at such location or locations as may be selected by the Management Committee Board of Directors from time to time.
(iii) Regular meetings of the Management Committee Board of Directors shall be held on such dates and at such times as shall be determined by the Management Committee Board of Directors and shall be held as required or as requested at least on a quarterly basis, unless otherwise agreed by the Board of Directors.
(iiiii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv5.1(c)(iii) shall be given to each Committee Representative Director at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi5.1(c)(vii), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting.
(iviii) Special meetings of the Management Committee Board of Directors may be called by any Committee Representative Director by notice given in accordance with the notice requirements set forth in this Section 6.9, which notice shall state in reasonable detail 5.1(c)(ii); provided that the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives Directors appointed by the Appointing Party Shareholder that is not represented by the Committee Representative Director calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi), no No action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect any Shareholder or the Parties, any Company.
(iv) Each Shareholder may invite a reasonable number of their respective Affiliates which are parties observers to any all meetings of the Master Operative Documents or Flash Alliance. Minutes Board of Directors.
(v) The minutes of each Management Committee meeting of the Board of Directors shall be sent by facsimile delivered to all Committee Representatives Directors within ten twenty (1020) Business Days calendar days after such meeting. Material to be presented at any Management Committee a Board of Directors meeting shall be sent by facsimile, electronic mail or delivered in hard copy to all Committee Representatives together with Directors ten (10) Business Days prior to such meeting if feasible in light of the notice described circumstances giving rise to the need for such meeting, or in Section 6.9(c)(vi)any event a minimum of five (5) Business Days prior to such meeting.
(vvi) The actions taken by the Management Committee Board of Directors at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative each Director as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, however, any Committee Representative Director who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee Board of Directors may be taken only either in (A) at a meeting of the members xxxxxxx xxxx thereof duly called and held or (B) without a meeting by the execution by the Committee Representatives Directors eligible to cast all the votes on the Management Committee without a meeting Board of Directors of a consent setting forth the action so taken, and identified as a unanimous written consent of the Committee Representatives pursuant to this Section 6.9Directors.
(vivii) Upon the consent of all Committee Representativesboth Representative Directors, a meeting meetings of the Management Committee Board of Directors may be held by conference telephone or similar communications equipment by means of which all Committee Representatives Directors participating in the meeting can hear and be heard by all other participants, provided, that, ; provided that such communications equipment continues to be operational throughout the meeting. Any Committee Representative Director may elect to participate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. .
(viii) At any each meeting, the Management Committee Board of Directors shall consider (A) any of the items set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Directors) that may require the Board of Directors’ attention, (B) any items added to the Management Committee Board of Directors’ agenda for discussion by the Parties any Shareholder and (BC) such other matters as the Management Committee Board of Directors decides to review; provided, however, that the Directors shall not be required to vote or take other action (other than carrying on discussions) on matters that were not placed on the meeting agenda at least five (5) Business Days in advance of the time set for the meeting unless such action or business is incidental to the action or business which was otherwise properly on the agenda and considered at such meeting.
(viiix) The Management Committee Board of Directors shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee Board of Directors may establish reasonable rules and regulations to (A) require officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee Board of Directors governance matters not inconsistent with the terms of this Agreement.
(x) Subject to the Companies Act, the Board of Directors shall have the authority to establish subcommittees and to delegate to any such subcommittee any of the Board of Directors’ responsibilities; provided, however, the power of the Board of Directors to approve the matters set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Directors) may not be delegated to a subcommittee.
Appears in 1 contract
Samples: Operating Agreement (Sandisk Corp)
Meetings, Notice, etc. (i) Meetings of the Management Committee shall be held at such location or locations as may be selected by the Management Committee from time to time.
(ii) Regular meetings of the Management Committee shall be held on such dates and at such times as shall be determined by the Management Committee and shall be held as required or as requested by the Board of Directors.
(iii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv6.7(c)(iv) shall be given to each Committee Representative at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi6.7(c)(vi), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting.
(iv) Special meetings of the Management Committee may be called by any Committee Representative by notice given in accordance with the notice requirements set forth in this Section 6.96.7, which notice shall state in reasonable detail the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives appointed by the Appointing Party that is not represented by the Committee Representative calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi6.7(c)(vi), no action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect the Parties, any of their respective Affiliates which are parties to any of the Master Operative Documents or Flash AlliancePartners. Minutes of each Management Committee meeting shall be sent by facsimile to all Committee Representatives within ten (10) Business Days after such meeting. Material to be presented at any Management Committee meeting shall be sent by facsimile, electronic mail or delivered in hard copy to all Committee Representatives together with the notice described in Section 6.9(c)(vi6.7(c)(vi).
(v) The actions taken by the Management Committee at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, however, any Committee Representative who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee may be taken only either in a meeting of the members xxxxxxx xxxx thereof duly called and held or by the execution by the Committee Representatives eligible to cast all the votes on the Management Committee without a meeting of a consent setting forth the action so taken, and identified as a consent of the Committee Representatives pursuant to this Section 6.96.7.
(vi) Upon the consent of all Committee Representatives, a meeting of the Management Committee may be held by conference telephone or similar communications equipment by means of which all Committee Representatives participating in the meeting can hear and be heard by all other participants, provided, that, such communications equipment continues to be operational throughout the meeting. Any Committee Representative may elect to participate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. At any meeting, the Management Committee shall consider (A) any items added to the Management Committee agenda for discussion by the Parties and (B) such other matters as the Management Committee decides to review.
(vii) The Management Committee shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee may establish reasonable rules and regulations to (A) require officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee governance matters not inconsistent with the terms of this Agreement.
Appears in 1 contract
Samples: Master Agreement (Sandisk Corp)
Meetings, Notice, etc. (i) Meetings of the Management Committee shall be held at such location or locations as may be selected by the Management Committee from time to time.
(ii) Regular meetings of the Management Committee shall be held on such dates and at such times as shall be determined by the Management Committee and shall be held as required or as requested by the Board of Directors.
(iii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv) shall be given to each Committee Representative at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting.
(iv) Special meetings of the Management Committee may be called by any Committee Representative by notice given in accordance with the notice requirements set forth in this Section 6.9, which notice shall state in reasonable detail the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives appointed by the Appointing Party that is not represented by the Committee Representative calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi), no action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect the Parties, any of their respective Affiliates which are parties to any of the Master Operative Documents or Flash Alliance. Minutes of each Management Committee meeting shall be sent by facsimile to all Committee Representatives within ten (10) Business Days after such meeting. Material to be presented at any Management Committee meeting shall be sent by facsimile, electronic mail or delivered in hard copy to all Committee Representatives together with the notice described in Section 6.9(c)(vi).
(v) The actions taken by the Management Committee at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, however, any Committee Representative who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee may be taken only either in a meeting of the members xxxxxxx xxxx thereof duly called and held or by the execution by the Committee Representatives eligible to cast all the votes on the Management Committee without a meeting of a consent setting forth the action so taken, and identified as a consent of the Committee Representatives pursuant to this Section 6.9.
(vi) Upon the consent of all Committee Representatives, a meeting of the Management Committee may be held by conference telephone or similar communications equipment by means of which all Committee Representatives participating in the meeting can hear and be heard by all other participants, provided, that, such communications equipment continues to be operational throughout the meeting. Any Committee Representative may elect to participate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. At any meeting, the Management Committee shall consider (A) any items added to the Management Committee agenda for discussion by the Parties and (B) such other matters as the Management Committee decides to review.
(vii) The Management Committee shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee may establish reasonable rules and regulations to (A) require officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee governance matters not inconsistent with the terms of this Agreement.
Appears in 1 contract
Meetings, Notice, etc. (i) Meetings of the Management Committee Board of Executive Officers shall be held at such location or locations as may be selected by the Management Committee Board of Executive Officers from time to time.
(iii) Regular meetings of the Management Committee Board of Executive Officers shall be held on such dates and at such times as shall be determined by the Management Committee Board of Executive Officers and shall be held as required or as requested at least on a quarterly basis, unless otherwise agreed by the Board of DirectorsExecutive Officers.
(iiiii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv5.1(c)(iii) shall be given to each Committee Representative Executive Officer at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi5.1(c)(vii), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting.
(iviii) Special meetings of the Management Committee Board of Executive Officers may be called by any Committee Representative Executive Officer by notice given in accordance with the notice requirements set forth in this Section 6.9, which notice shall state in reasonable detail 5.1(c)(ii); provided that the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives Executive Officers appointed by the Appointing Party Member that is not represented by the Committee Representative Executive Officer calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi), no No action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect any Member or the Parties, any Company.
(iv) Each Member may invite a reasonable number of their respective Affiliates which are parties observers to any all meetings of the Master Operative Documents or Flash AllianceBoard of Executive Officers. Minutes **** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(v) The minutes of each Management Committee meeting of the Board of Executive Officers shall be sent by facsimile delivered to all Committee Representatives Executive Officers within ten twenty (1020) Business Days calendar days after such meeting. Material to be presented at any Management Committee a Board of Executive Officers meeting shall be sent by facsimile, electronic mail or delivered in hard copy to all Committee Representatives together with Executive Officers ten (10) Business Days prior to such meeting if feasible in light of the notice described circumstances giving rise to the need for such meeting, or in Section 6.9(c)(vi)any event a minimum of five (5) Business Days prior to such meeting.
(vvi) The actions taken by the Management Committee Board of Executive Officers at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative each Executive Officer as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, however, any Committee Representative Executive Officer who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee Board of Executive Officers may be taken only either in (A) at a meeting of the members xxxxxxx xxxx thereof duly called and held or (B) without a meeting by the execution by the Committee Representatives Executive Officers eligible to cast all the votes on the Management Committee without a meeting Board of Executive Officers of a consent setting forth the action so taken, and identified as a unanimous written consent of the Committee Representatives pursuant to this Section 6.9Executive Officers.
(vivii) Upon the consent of all Committee Representativesboth the President and the Executive Vice President, a meeting meetings of the Management Committee Board of Executive Officers may be held by conference telephone or similar communications equipment by means of which all Committee Representatives Executive Officers participating in the meeting can hear and be heard by all other participants, provided, that, ; provided that such communications equipment continues to be operational throughout the meeting. Any Committee Representative Executive Officer may elect to participate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. .
(viii) At any each meeting, the Management Committee Board of Executive Officers shall consider (A) any of the items set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Executive Officers) that may require the Board of Executive Officers’ attention, (B) any items added to the Management Committee Board of Executive Officers’ agenda for discussion by the Parties any Member and (BC) such other matters as the Management Committee Board of Executive Officers decides to review; provided, however, that the Executive Officers shall not be required to vote or take other action (other than carrying on discussions) on matters that were not placed on the meeting agenda at least five (5) Business Days in advance of the time set for the meeting unless such action or business is incidental to the action or business which was otherwise properly on the agenda and considered at such meeting.
(viiix) The Management Committee Board of Executive Officers shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee Board of Executive Officers may establish reasonable rules and regulations to (A) require officers Executive Officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee Board of Executive Officers governance matters not inconsistent with the terms of this Agreement.
(x) The Board of Executive Officers shall have the authority to establish subcommittees and to delegate to any such subcommittee any of the Board of Executive Officers’ responsibilities; provided, however, the power of the Board of Executive Officers to approve the matters set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Executive Officers) may not be delegated to a subcommittee. **** Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Appears in 1 contract
Samples: Operating Agreement (Sandisk Corp)
Meetings, Notice, etc. (i) Meetings of the Management Committee Board of Directors shall be held at such location or locations as may be selected by the Management Committee Board of Directors from time to time.
(iii) Regular meetings of the Management Committee Board of Directors shall be held on such dates and at such times as shall be determined by the Management Committee Board of Directors and shall be held as required or as requested at least on a quarterly basis, unless otherwise agreed by the Board of Directors.
(iiiii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv5.1(c)(iii) shall be given to each Committee Representative Director at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi5.1(c)(vii), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting.
(iviii) Special meetings of the Management Committee Board of Directors may be called by any Committee Representative Director by notice given in accordance with the notice requirements set forth in this Section 6.9, which notice shall state in reasonable detail 5.1(c)(ii); provided that the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives Directors appointed by the Appointing Party Shareholder that is not represented by the Committee Representative Director calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi), no No action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect any Shareholder or the Parties, any Company.
(iv) Each Shareholder may invite a reasonable number of their respective Affiliates which are parties observers to any all meetings of the Master Operative Documents or Flash Alliance. Minutes Board of Directors.
(v) The minutes of each Management Committee meeting of the Board of Directors shall be sent by facsimile delivered to all Committee Representatives Directors within ten twenty (1020) Business Days calendar days after such meeting. Material to be presented at any Management Committee a Board of Directors meeting shall be sent by facsimile, electronic mail or delivered in hard copy to all Committee Representatives together with Directors ten (10) Business Days prior to such meeting if feasible in light of the notice described circumstances giving rise to the need for such meeting, or in Section 6.9(c)(vi)any event a minimum of five (5) Business Days prior to such meeting.
(vvi) The actions taken by the Management Committee Board of Directors at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative each Director as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, EXECUTION VERSION however, any Committee Representative Director who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee Board of Directors may be taken only either in (A) at a meeting of the members xxxxxxx xxxx thereof duly called and held or (B) without a meeting by the execution by the Committee Representatives Directors eligible to cast all the votes on the Management Committee without a meeting Board of Directors of a consent setting forth the action so taken, and identified as a unanimous written consent of the Committee Representatives pursuant to this Section 6.9Directors.
(vivii) Upon the consent of all Committee Representativesboth Representative Directors, a meeting meetings of the Management Committee Board of Directors may be held by conference telephone or similar communications equipment by means of which all Committee Representatives Directors participating in the meeting can hear and be heard by all other participants, provided, that, ; provided that such communications equipment continues to be operational throughout the meeting. Any Committee Representative Director may elect to participate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. .
(viii) At any each meeting, the Management Committee Board of Directors shall consider (A) any of the items set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Directors) that may require the Board of Directors’ attention, (B) any items added to the Management Committee Board of Directors’ agenda for discussion by the Parties any Shareholder and (BC) such other matters as the Management Committee Board of Directors decides to review; provided, however, that the Directors shall not be required to vote or take other action (other than carrying on discussions) on matters that were not placed on the meeting agenda at least five (5) Business Days in advance of the time set for the meeting unless such action or business is incidental to the action or business which was otherwise properly on the agenda and considered at such meeting.
(viiix) The Management Committee Board of Directors shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee Board of Directors may establish reasonable rules and regulations to (A) require officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee Board of Directors governance matters not inconsistent with the terms of this Agreement.
(x) Subject to the Companies Act, the Board of Directors shall have the authority to establish subcommittees and to delegate to any such subcommittee any of the Board of Directors’ responsibilities; provided, however, the power of the Board of Directors to approve the matters set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Directors) may not be delegated to a subcommittee.
Appears in 1 contract
Samples: Operating Agreement
Meetings, Notice, etc. (i) Meetings of the Management Committee shall be held at such location or locations as may be selected by the Management Committee from time to time.
(ii) Regular meetings of the Management Committee shall be held on such dates and at such times as shall be determined by the Management Committee and shall be held as required or as requested by the Board of Directors.
(iii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv) shall be given to each Committee Representative at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting.
. (iv) Special meetings of the Management Committee may be called by any Committee Representative by notice given in accordance with the notice requirements set forth in this Section 6.9, which notice shall state in reasonable detail the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives appointed by the Appointing Party that is not represented by the Committee Representative calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi), no action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect the Parties, any of their respective Affiliates which are parties to any of the Master Operative Documents or Flash Alliance. Minutes of each Management Committee meeting shall be sent by facsimile to all Committee Representatives within ten (10) Business Days after such meeting. Material to be presented at any Management Committee meeting shall be sent by facsimile, electronic mail or delivered in hard copy to all Committee Representatives together with the notice described in Section 6.9(c)(vi).
(v) The actions taken by the Management Committee at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, however, any Committee Representative who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee may be taken only either in a meeting of the members xxxxxxx xxxx called and held or by the execution by the Committee Representatives eligible to cast all the votes on the Management Committee without a meeting of a consent setting forth the action so taken, and identified as a consent of the Committee Representatives pursuant to this Section 6.9.
(vi) Upon the consent of all Committee Representatives, a meeting of the Management Committee may be held by conference telephone or similar communications equipment by means of which all Committee Representatives participating in the meeting can hear and be heard by all other participants, provided, that, such communications equipment continues to be operational throughout the meeting. Any Committee Representative may elect to participate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. At any meeting, the Management Committee shall consider (A) any items added to the Management Committee agenda for discussion by the Parties and (B) such other matters as the Management Committee decides to review.
(vii) The Management Committee shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee may establish reasonable rules and regulations to (A) require officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee governance matters not inconsistent with the terms of this Agreement.
Appears in 1 contract
Samples: Master Agreement (Sandisk Corp)
Meetings, Notice, etc. (i) Meetings of the Management Committee Board of Directors shall be held at such location or locations as may be selected by the Management Committee Board of Directors from time to time.
(iii) Regular meetings of the Management Committee Board of Directors shall be held on such dates and at such times as shall be determined by the Management Committee Board of Directors and shall be held as required or as requested at least on a quarterly basis, unless otherwise agreed by the Board of Directors.
(iiiii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv5.l(c)(iii) shall be given to each Committee Representative Director at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi5.l(c)(vii), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting.
(iviii) Special meetings of the Management Committee Board of Directors may be called by any Committee Representative Director by notice given in accordance with the notice requirements set forth in this Section 6.9, which notice shall state in reasonable detail 5.l(c)(ii); provided that the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives Directors appointed by the Appointing Party Shareholder that is not represented by the Committee Representative Director calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi), no No action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect any Shareholder or the Parties, any Company.
(iv) Each Shareholder may invite a reasonable number of their respective Affiliates which are parties observers to any all meetings of the Master Operative Documents or Flash Alliance. Minutes Board of Directors.
(v) The minutes of each Management Committee meeting of the Board of Directors shall be sent by facsimile delivered to all Committee Representatives Directors within ten twenty (1020) Business Days calendar days after such meeting. Material to be presented at any Management Committee a Board of Directors meeting shall be sent by facsimile, electronic mail or delivered in hard copy to all Committee Representatives together with Directors ten (10) Business Days prior to such meeting if feasible in light of the notice described circumstances giving rise to the need for such meeting, or in Section 6.9(c)(vi)any event a minimum of five (5) Business Days prior to such meeting.
(vvi) The actions taken by the Management Committee Board of Directors at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative each Director as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, however, any Committee Representative Director who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee Board of Directors may be taken only either in (A) at a meeting of the members xxxxxxx xxxx thereof duly called and held or (B) without a meeting by the execution by the Committee Representatives Directors eligible to cast all the votes on the Management Committee without a meeting Board of Directors of a consent setting forth the action so taken, and identified as a unanimous written consent of the Committee Representatives pursuant to this Section 6.9Directors.
(vivii) Upon the consent of all Committee Representativesboth Representative Directors, a meeting meetings of the Management Committee Board of Directors may be held by conference telephone or similar communications equipment by means of which all Committee Representatives Directors participating in the meeting can hear and be heard by all other participants, provided, that, ; provided that such communications equipment continues to be operational throughout the meeting. Any Committee Representative Director may elect to participate pa1ticipate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. .
(viii) At any each meeting, the Management Committee Board of Directors shall consider (A) any of the items set forth in Section 5.l(d) (Matters Requiring the Approval of the Board of Directors) that may require the Board of Directors' attention, (B) any items added to the Management Committee Board of Directors' agenda for discussion by the Parties any Shareholder and (BC) such other matters as the Management Committee Board of Directors decides to review; provided, however, that the Directors shall not be required to vote or take other action (other than carrying on discussions) on matters that were not placed on the meeting agenda at least five (5) Business Days in advance of the time set for the meeting unless such action or business is incidental to the action or business which was otherwise properly on the agenda and considered at such meeting.
(viiix) The Management Committee Board of Directors shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee Board of Directors may establish reasonable rules and regulations to (A) require officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (Cand[(C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee Board of Directors governance matters not inconsistent with the terms of this Agreement.
(x) Subject to the Companies Act, the Board of Directors shall have the authority to establish subcommittees and to delegate to any such subcommittee any of the Board of Directors' responsibilities; provided, however, the power of the Board of Directors to approve the matters set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Directors) may not be delegated to a subcommittee.
Appears in 1 contract
Meetings, Notice, etc. (i) Meetings of the Management Committee Board of Directors shall be held at such location or locations as may be selected by the Management Committee Board of Directors from time to time.
(iii) Regular meetings of the Management Committee Board of Directors shall be held on such dates and at such times as shall be determined by the Management Committee Board of Directors and shall be held as required or as requested at least on a quarterly basis, unless otherwise agreed by the Board of Directors.
(iiiii) Notice of any regular meeting or special meeting pursuant to Section 6.9(c)(iv5.1(c)(iii) shall be given to each Committee Representative Director at least ten (10) Business Days prior to such meeting in the case of a meeting in person or at least five (5) Business Days prior to such meeting in the case of a meeting by conference telephone or similar communications equipment pursuant to Section 6.9(c)(vi5.1(c)(vii), which notice shall state the purpose or purposes for which such meeting is being called and include any supporting documentation relating to any action to be taken at such meeting.
(iviii) Special meetings of the Management Committee Board of Directors may be called by any Committee Representative Director by notice given in accordance with the notice requirements set forth in this Section 6.9, which notice shall state in reasonable detail 5.1(c)(ii); provided that the purpose or purposes for which such meeting is being called; provided, that, the Committee Representatives Directors appointed by the Appointing Party Unitholder that is not represented by the Committee Representative Director calling such special meeting shall be entitled to in good faith select a convenient location for the meeting and to suggest an alternative time or times if the designated time is not convenient for them. Except as set forth in Section 6.9(c)(vi), no No action may be taken and no business may be transacted at such special meeting which is not identified in such notice unless (A) such action or business is incidental to the action or business for which the special meeting is called or (B) such action or business does not materially adversely affect any Unitholder or the Parties, any Company.
(iv) Each Unitholder may invite a reasonable number of their respective Affiliates which are parties observers to any all meetings of the Master Operative Documents or Flash Alliance. Minutes Board of Directors.
(v) The minutes of each Management Committee meeting of the Board of Directors shall be sent by facsimile delivered to all Committee Representatives Directors within ten twenty (1020) Business Days calendar days after such meeting. Material to be presented at any Management Committee a Board of Directors meeting shall be sent by facsimile, electronic mail or delivered in hard copy to all Committee Representatives together with Directors ten (10) Business Days prior to such meeting if feasible in light of the notice described circumstances giving rise to the need for such meeting, or in Section 6.9(c)(vi)any event a minimum of five (5) Business Days prior to such meeting.
(vvi) The actions taken by the Management Committee Board of Directors at any meeting, however called and noticed, shall be as valid as though taken at a meeting duly held after regular call and notice if (but not until), either before, at or after the meeting, any Committee Representative each Director as to whom such meeting was improperly held duly executes and delivers a written waiver of notice or a written consent to the holding of such meeting; provided, however, any Committee Representative Director who is present at a meeting and does not protest the failure of notice shall be deemed to have received adequate notice thereof. A vote of the Management Committee Board of Directors may be taken only either in (A) at a meeting of the members xxxxxxx xxxx thereof duly called and held or (B) without a meeting by the execution by the Committee Representatives Directors eligible to cast all the votes on the Management Committee without a meeting Board of Directors of a consent setting forth the action so taken, and identified as a unanimous written consent of the Committee Representatives pursuant to this Section 6.9Directors.
(vivii) Upon the consent of all Committee RepresentativesDirectors, a meeting of the Management Committee Board of Directors may be held by conference telephone or similar communications equipment by means of which all Committee Representatives Directors participating in the meeting can hear and be heard by all other participants, provided, that, ; provided that such communications equipment continues to be operational throughout the meeting. Any Committee Representative Director may elect to participate in a meeting by conference telephone or similar communications equipment upon sufficient advance notice to permit arrangements therefor to be made. .
(viii) At any each meeting, the Management Committee Board of Directors shall consider (A) any of the items set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Directors) that may require the Board of Directors’ attention, (B) any items added to the Management Committee Board of Directors’ agenda for discussion by the Parties any Unitholder and (BC) such other matters as the Management Committee Board of Directors decides to review; provided, however, that the Directors shall not be required to vote or take other action (other than carrying on discussions) on matters that were not placed on the meeting agenda at least five (5) Business Days in advance of the time set for the meeting unless such action or business is incidental to the action or business which was otherwise properly on the agenda and considered at such meeting.
(viiix) The Management Committee Board of Directors shall, from time to time, elect one of its members to preside at its meetings, which presiding member shall alternate annually if requested by either Party. The Management Committee Board of Directors may establish reasonable rules and regulations to (A) require officers to call meetings and perform other administrative duties, (B) limit the number and participation of observers, if any, and require them to observe confidentiality obligations and (C) otherwise provide for the keeping and distribution of minutes and other internal Management Committee Board of Directors governance matters not inconsistent with the terms of this Agreement.
(x) Subject to the Japan Act, the Board of Directors shall have the authority to establish subcommittees and to delegate to any such subcommittee any of the Board of Directors’ responsibilities; provided, however, the power of the Board of Directors to approve the matters set forth in Section 5.1(d) (Matters Requiring the Approval of the Board of Directors) may not be delegated to a subcommittee.
Appears in 1 contract
Samples: Operating Agreement (Sandisk Corp)
