Common use of Meetings of Board of Directors Clause in Contracts

Meetings of Board of Directors. (a) The Company shall call and hold meetings of the Board in accordance with this Agreement. Regular meetings of the Board may be held without notice at such time and place as shall from time to time be determined by the Board and at least quarterly, unless otherwise approved by the affirmative vote of a majority of the members of the Board. Special meetings of the Board may be called by the President on forty-eight (48) hours’ notice to each Director in accordance with Section 12.8; special meetings of the Board shall be called by the Chairperson of the Board, President or the Secretary in like manner and on like notice on the written request of a majority of the Directors unless the Board consists of only one Director; in which case special meetings shall be called by the Chairperson of the Board, President or Secretary in like manner or on like notice on the written request of the sole Director. (b) At all meetings of the Board a majority of the then-authorized number of Directors shall be necessary and sufficient to constitute a quorum (a “Quorum”) for the transaction of business, and the vote of a majority of the Directors present at any meeting at which there is a Quorum, shall be the act of the Board, except as may be otherwise specifically provided by this Agreement; provided that, if only one Director is authorized, such sole Director shall constitute a Quorum. If a Quorum shall not be present at any meeting of the Board, the Directors present at such meeting may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a Quorum shall be present. (c) Unless otherwise restricted by this Agreement, any action required or permitted to be taken at any meeting of the Board or of any Committee may be taken without a meeting, if all then-existing members of the Board or such Committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or such Committee. (d) Unless otherwise restricted by this Agreement, members of the Board, or any Committee, may participate in a meeting of the Board, or any such Committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting.

Meetings of Board of Directors. (a) The Company shall call and hold meetings Meetings of the Board in accordance with this Agreement. of Directors, regular or special, may be held either within or outside of the State of Delaware. (b) Regular meetings of the Board of Directors, of which no notice shall be necessary, shall be held at such times and places as may be held without notice at such time and place as shall fixed from time to time be determined by resolution adopted by the Board of Directors and communicated to all Directors. Except as otherwise provided by applicable law or this Agreement, any and all business may be transacted at any regular meeting. The Company shall use its best efforts to cause the Board of Directors to hold meetings no less frequently than quarterly, and at least quarterlysuch meetings the Company shall report to the Board of Directors on, unless otherwise approved by the affirmative vote of a majority of the members of the Board. among other things, its business activities, prospects, and financial position. (c) Special meetings of the Board of Directors may be called by the President on forty-eight (48) 24 hours’ notice (effective upon receipt) to each Director in accordance with Section 12.8; special meetings Director, either personally or by facsimile, electronic transmission, or overnight courier, by the Chairman of the Board shall be called by (if any), the Chairperson President of the BoardCompany or, President or the Secretary in like manner and on like notice on the written request of a majority any two Directors, by the Secretary of the Directors unless Company. Except as may be otherwise expressly provided by statute or this Agreement, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board consists of only one Director; Directors need be specified in which case special meetings shall be called by the Chairperson notice or waiver of the Board, President or Secretary in like manner or on like notice on the written request of the sole Directorsuch meeting. (bd) At all meetings of the Board of Directors, the presence or representation of a majority of the then-authorized number of Directors fixed by or in the manner provided in this Agreement shall be necessary and sufficient to constitute a quorum (a “Quorum”) for the transaction of business; provided, and however, that such majority includes the vote of a majority of Warburg Director so long as Warburg has the Directors present at any meeting at which there is a Quorum, shall be right to designate the act of the Board, except as may be otherwise specifically provided by this Agreement; provided that, if only one Warburg Director is authorized, such sole Director shall constitute a Quorumpursuant to Section 4.2(b)(ii). If a Quorum quorum shall not be present at any meeting of the BoardBoard of Directors, the Directors present at such meeting thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a Quorum quorum shall be present. At any such adjourned meeting any business may be transacted that might have been transacted at the meeting as originally convened. (ce) Unless otherwise restricted The act of a majority in number of the persons then serving on the Board of Directors shall be the act of the Board of Directors. (f) All meetings of the Board of Directors shall be presided over by this Agreementthe chairman of the meeting, who shall be a person designated by a majority of the Directors present at the meeting. The chairman of any meeting of the Board of Directors shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as determined by him to be in order. (g) Any action required or permitted to be taken at any meeting of the Board or of any Committee Directors may be taken without a meeting, without prior notice and without a vote if all then-existing members a consent or consents in writing, setting forth the action so taken, is signed by the requisite number of Directors, or the specified Directors, that would be necessary to authorize or take such action at a meeting of the Board of Directors. For purposes hereof, facsimile or such Committeesimilar reproduction of a writing, including by email in portable document format (.pdf), signed by a Director, shall be regarded as signed by the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes Director for purposes of proceedings of the Board or such Committeethis Section 4.9. (dh) Unless Subject to the provisions of applicable law and this Agreement regarding notice of meetings and the granting of proxies, any Director (i) may, unless otherwise restricted by this Agreement, members of the Board, or any Committee, may participate in and hold a meeting of the BoardBoard of Directors by using conference telephone, or any such Committeeelectronic transmission, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, other and such participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened and (ii) may grant a proxy to another Director or delegate his right to act to another Director which proxy or delegation shall be effective as the attendance or action at the meeting of the Director giving such proxy or delegation. Participation by a Director in a meeting pursuant to this Section 4.9 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Meetings of Board of Directors. (a) The Company shall call and hold meetings Meetings of the Board in accordance with this Agreement. of Directors, regular or special, may be held either within or outside of the State of Delaware. (b) Regular meetings of the Board of Directors, of which no notice shall be necessary, shall be held at such times and places as may be held without notice at such time and place as shall fixed from time to time be determined by resolution adopted by the Board of Directors and communicated to all Directors. Except as otherwise provided by applicable law or this Agreement, any and all business may be transacted at any regular meeting. The Company shall use its best efforts to cause the Board of Directors to hold meetings no less frequently than quarterly, and at least quarterlysuch meetings the Company shall report to the Board of Directors on, unless otherwise approved by the affirmative vote of a majority of the members of the Board. among other things, its business activities, prospects, and financial position. (c) Special meetings of the Board of Directors may be called on 24 hours' notice (effective upon receipt) to each Director, either personally or by facsimile, electronic transmission, or overnight courier, by the President on forty-eight (48) hours’ notice to each Director in accordance with Section 12.8; special meetings Chairman of the Board shall be called by (if any), the Chairperson President of the BoardCompany or, President or the Secretary in like manner and on like notice on the written request of a majority any two Directors, by the Secretary of the Directors unless Company. Except as may be otherwise expressly provided by statute or this Agreement, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board consists of only one Director; Directors need be specified in which case special meetings shall be called by the Chairperson notice or waiver of the Board, President or Secretary in like manner or on like notice on the written request of the sole Directorsuch meeting. (bd) At all meetings of the Board of Directors, the presence or representation of a majority of the then-authorized number of Directors fixed by or in the manner provided in this Agreement shall be necessary and sufficient to constitute a quorum (a “Quorum”) for the transaction of business; provided, and however, that such majority includes the vote of a majority of Warburg Director so long as Warburg has the Directors present at any meeting at which there is a Quorum, shall be right to designate the act of the Board, except as may be otherwise specifically provided by this Agreement; provided that, if only one Warburg Director is authorized, such sole Director shall constitute a Quorumpursuant to Section 4.2(b)(ii). If a Quorum quorum shall not be present at any meeting of the BoardBoard of Directors, the Directors present at such meeting thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a Quorum quorum shall be present. At any such adjourned meeting any business may be transacted that might have been transacted at the meeting as originally convened. (ce) Unless otherwise restricted The act of a majority in number of the persons then serving on the Board of Directors shall be the act of the Board of Directors. (f) All meetings of the Board of Directors shall be presided over by this Agreementthe chairman of the meeting, who shall be a person designated by a majority of the Directors present at the meeting. The chairman of any meeting of the Board of Directors shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as determined by him to be in order. (g) Any action required or permitted to be taken at any meeting of the Board or of any Committee Directors may be taken without a meeting, without prior notice and without a vote if all then-existing members a consent or consents in writing, setting forth the action so taken, is signed by the requisite number of Directors, or the specified Directors, that would be necessary to authorize or take such action at a meeting of the Board of Directors. For purposes hereof, facsimile or such Committeesimilar reproduction of a writing, including by email in portable document format (.pdf), signed by a Director, shall be regarded as signed by the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes Director for purposes of proceedings of the Board or such Committeethis Section 4.9. (dh) Unless Subject to the provisions of applicable law and this Agreement regarding notice of meetings and the granting of proxies, any Director (i) may, unless otherwise restricted by this Agreement, members of the Board, or any Committee, may participate in and hold a meeting of the BoardBoard of Directors by using conference telephone, or any such Committeeelectronic transmission, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, other and such participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened and (ii) may grant a proxy to another Director or delegate his right to act to another Director which proxy or delegation shall be effective as the attendance or action at the meeting of the Director giving such proxy or delegation. Participation by a Director in a meeting pursuant to this Section 4.9 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

Meetings of Board of Directors. (a) The Company 33.1 Each Director shall call and hold meetings have one vote. A resolution put to the vote at a meeting of the Board in accordance with this Agreement. Regular meetings of the Board may shall be held without notice at such time and place as shall from time to time be determined by the Board and at least quarterly, unless otherwise approved carried by the affirmative vote votes of a majority of the members votes cast and in the case of an equality of votes the resolution shall fail. 33.2 A Director may by a written instrument appoint an alternate who need not be a Director and an alternate is entitled to attend meetings in the absence of the BoardDirector who appointed him and to vote or consent in place of the Director. Special meetings If such alternate Director is himself a Director or attends a meeting of the Board may be called by as the President on forty-eight (48) hours’ notice to each alternate Director in accordance with Section 12.8; special meetings of the Board more than one Director, his voting rights shall be called by the Chairperson of the Board, President or the Secretary in like manner and on like notice on the written request of a majority of the Directors unless the Board consists of only one Director; in which case special meetings shall be called by the Chairperson of the Board, President or Secretary in like manner or on like notice on the written request of the sole Directorcumulative. (b) 33.3 At all meetings of the Board of Directors, a majority of the then-authorized number of Directors elected in accordance with Article 29.2 and Article 29.3, which majority shall include the Investor Director(s), shall be necessary and sufficient to constitute a quorum (a “Quorum”) for the transaction of business, and the vote of a majority of the Directors present (in person or in alternate) at any meeting at which there is a Quorumquorum, shall be the act of the BoardBoard of Directors, except as may be otherwise specifically provided by this Agreement; provided thatthe Memorandum or these Articles. Notwithstanding the foregoing, if only such a quorum is not present within one Director hour from the time appointed for the meeting, the meeting shall stand adjourned to the same day in the next week at the same time and place (or to such other time or such other place as the directors may determine) and, if at the adjourned meeting, the quorum required under this clause is authorizednot present within an hour from the time appointed for the meeting, such sole Director then those director or directors present at the adjourned meeting shall constitute the requisite quorum for the transaction of business at that adjourned meeting. 33.4 Subject to the provisions of these Articles, the Board of Directors may regulate the proceedings of the board meetings as they think fit, provided, however, that the board meetings shall be held at least once every three (3) months and that a Quorum. If written notice of each meeting, agenda of the business to be transacted at the meeting and all documents and materials to be circulated at or presented to the meeting shall be sent to all Directors entitled to receive notice of the meeting at least five (5) days before the meeting and a Quorum copy of the minutes of the meeting shall be sent to such Directors at least five (5) days prior to the next regularly scheduled board meeting. 33.5 The Directors may elect a Chairman of the Board and determine the period for which he or she is to hold office; but if no such Chairman is elected, or if at any meeting the Chairman shall not be present at any meeting of within ten (10) minutes after the Boardtime appointed for holding the same, the Directors present at such meeting may adjourn the meeting from time choose one of their members to time, without notice other than announcement at be chairman of the meeting, until a Quorum shall be present. (c) Unless otherwise restricted by this Agreement, any action required or permitted to be taken at any meeting of the Board or of any Committee may be taken without a meeting, if all then-existing members of the Board or such Committee, as the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board or such Committee. (d) Unless otherwise restricted by this Agreement, members of the Board, or any Committee, 33.6 A Person may participate in a meeting of the Board, Board of Directors or any such Committee, committee of the Board of Directors by means of conference telephone or similar other communications equipment by means of which all persons the Persons participating in the meeting can hear communicate with each other, and such participation other at the same time. Participation by a Person in a meeting shall constitute in this manner is treated as presence in person at such that meeting. Unless otherwise determined by the Board of Directors, the meeting shall be deemed to be held at the place where the chairman of the meeting is at the beginning of the meeting.

Meetings of Board of Directors. (a) The Company shall call and hold meetings Meetings of the Board of Directors, regular or special, may be held either in accordance with or outside of the State of Delaware. Any meeting of the Compensation Committee under the terms of the Resources LLC Agreement shall be deemed to be a meeting or action of the Board of Directors under the terms of this Agreement. . (b) Regular meetings of the Board of Directors, of which no notice shall be necessary, shall be held at such times and places as may be held without notice at such time and place as shall fixed from time to time be determined by resolution adopted by the Board of Directors and communicated to all Directors. Except as otherwise provided by statute or this Agreement, any and all business may be transacted at any regular meeting. The Company shall use its best efforts to cause the Board of Directors to hold meetings no less frequently than quarterly, and at least quarterlysuch meetings the Company shall report to the Board of Directors on, unless otherwise approved by the affirmative vote of a majority of the members of the Board. among other things, its business activities, prospects, and financial position. (c) Special meetings of the Board of Directors may be called on 24 hours' notice (effective upon receipt) to each Director, either personally or by facsimile, electronic transmission, or overnight courier, by the President on forty-eight (48) hours’ notice to each Director in accordance with Section 12.8; special meetings Chairman of the Board shall be called by of Directors (if any), the Chairperson President of the BoardCompany or, President or the Secretary in like manner and on like notice on the written request of a majority any two Directors, by the Secretary of the Directors unless Company. Except as may be otherwise expressly provided by statute or this Agreement, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board consists of only one Director; Directors need be specified in which case special meetings shall be called by the Chairperson notice or waiver of the Board, President or Secretary in like manner or on like notice on the written request of the sole Directorsuch meeting. (bd) At all meetings of the Board of Directors, the presence or representation of a majority of the then-authorized number of Directors fixed by or in the manner provided in this Agreement shall be necessary and sufficient to constitute a quorum (a “Quorum”) for the transaction of business, and the vote of a majority of the Directors present at any meeting at which there is a Quorum, shall be the act of the Board, except as may be otherwise specifically provided by this Agreement; provided that, if only one Director is authorized, such sole Director shall constitute a Quorum. If a Quorum quorum shall not be present at any meeting of the BoardBoard of Directors, the Directors present at such meeting thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a Quorum quorum shall be present. At any such adjourned meeting any business may be transacted that might have been transacted at the meeting as originally convened. (ce) Unless otherwise restricted The act of a majority in number of the persons then serving on the Board of Directors shall be the act of the Board of Directors. (f) All meetings of the Board of Directors shall be presided over by this Agreementthe chairman of the meeting, who shall be a person designated by a majority of the Directors present at the meeting. The chairman of any meeting of the Board of Directors shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as determined by him to be in order. (g) Any action required or permitted to be taken at any meeting of the Board or of any Committee Directors may be taken without a meeting, without prior notice and without a vote if all then-existing members a consent or consents in writing, setting forth the action so taken, is signed by the requisite number of Directors, or the specified Directors, that would be necessary to authorize or take such action at a meeting of the Board of Directors. For purposes hereof, facsimile or such Committeesimilar reproduction of a writing, including by email in portable document format (.pdf), signed by a Director, shall be regarded as signed by the case may be, consent thereto in writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes Director for purposes of proceedings of the Board or such Committeethis Section 7.5. (dh) Unless Subject to the provisions of Applicable Law and this Agreement regarding notice of meetings and the granting of proxies, any Director (i) may, unless otherwise restricted by this Agreement, members of the Board, or any Committee, may participate in and hold a meeting of the BoardBoard of Directors by using conference telephone, or any such Committeeelectronic transmission, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, other and such participation in such a meeting shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened and (ii) may grant a proxy to another Director or delegate his right to act to another Director which proxy or delegation shall be effective as the attendance or action at the meeting of the Director giving such proxy or delegation. Participation by a Director in a meeting pursuant to this Section 7.5 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.