Common use of Meetings, Quorum, Voting, etc Clause in Contracts

Meetings, Quorum, Voting, etc. (a) Meetings of the Board of Directors shall be held in the United Kingdom and shall be called by the Secretary of the Company, or in the absence of the Secretary, by the Chairman of the Board of Directors, upon request of any Director. Notice of the date, time and place of each meeting of the Board of Directors shall be given to each Director at least 48 hours prior to such meeting, unless the notice is given orally or delivered in person, in which case it shall be given at least 24 hours prior to such meeting. For the purpose of this Section 4.3(a), notice shall be deemed to be duly given to a Director if given to him or her personally (including by telephone) or if such notice be delivered to such Director by courier service, mail, email, telegraph, cable, telex, or facsimile, to his or her last known address. Notice of a meeting need not be given to any Director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior to the conduct of any voting thereat, the lack of notice to him or her. (b) At all meetings of the Board of Directors, a quorum for the transaction of business shall be a majority of the Directors then in office. (c) Directors may participate in a meeting of the Board of Directors or a meeting of any committee of the Board of Directors by means of conference call or any similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. (d) All decisions to be made and actions to be taken by the Board of Directors or a committee of the Board of Directors shall be determined by the vote of a majority of the Directors in attendance at a meeting at which a quorum is present. (e) Any action which may be taken at a meeting of the Board of Directors or a meeting of any committee of the Board of Directors at least a majority of whom take such action from the United Kingdom may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors then in office. The action taken by any unanimous consent in writing shall be deemed to have occurred when the last Director executing such consent shall have signed the consent. (f) Unless the Board of Directors shall otherwise provide, any committee of the Board of Directors may hold meetings at any place and make rules for the conduct of its business as such committee shall from time to time deem necessary. Each committee shall keep a record of its proceedings and report the same to the Board of Directors when required. No committee shall have the power to fill vacancies in the Board of Directors, or to change the membership of or to fill vacancies in, any other committee created by the Board of Directors, or to amend or repeal this Agreement or adopt a new limited liability company agreement, or to submit to the Member any action requiring its authorization, or to amend or repeal any resolution of the Board of Directors which by its terms shall not be amendable or repealable. Directors may participate in a meeting of a committee of the Board of Directors by means of conference call or any similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Meetings, Quorum, Voting, etc. (a) Meetings of the Board of Directors shall will be held in the United Kingdom at least four times every fiscal year and shall be called by the Secretary of the Company, or in the absence of the SecretarySecretary of the Company, by the Chairman of the Board of Directors, upon request of any Directordirector of the Company. Notice of the date, time and place of each meeting of the Board of Directors shall will be given to each Director director of the Company at least 48 hours prior to such meeting, unless the such notice is given orally or delivered in person, in which case it shall will be given at least 24 hours prior to such meeting. For the purpose of this Section 4.3(a), notice shall of a meeting will be deemed to be duly given to a Director director of the Company if given to him or her personally (including by telephone) or if such notice be is delivered to such Director director, by courier service, mail, email, telegraph, cable, telex, telex or facsimile, to his or her last known address. Notice of a meeting need not be given to any Director director of the Company who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior to the conduct of any voting thereat, the lack of notice to him or her. (b) At all meetings of the Board of Directors, a quorum for the transaction of business shall will be a majority of the Directors directors of the Company then in office. (c) Directors of the Company may participate in a meeting of the Board of Directors or a meeting of any committee of the Board of Directors by means of conference call or any similar communications equipment by means of which all Directors directors of the Company participating in the meeting can speak and hear each other, and participation in a meeting pursuant to this provision shall will constitute presence in person at such meeting. (d) All decisions to be made and actions to be taken by the Board of Directors or a committee of the Board of Directors shall will be determined by the vote of a majority of the Directors directors of the Company in attendance at a meeting at which a quorum is present. (e) Any action which that may be taken at a meeting of the Board of Directors or a meeting of any committee of the Board of Directors at least a majority of whom take such action from the United Kingdom may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors directors of the Company then in office or all of the members of such committee then in office. The An action taken by any a unanimous consent in writing shall will be deemed to have occurred when the last Director director of the Company or last member of such committee, as applicable, executing such consent shall have has signed the such consent. (f) Unless the Board of Directors shall otherwise provideprovides, any committee of the Board of Directors may hold meetings at any place and make rules for the conduct of its business as such committee shall deems necessary from time to time deem necessarytime. Each committee shall keep a record of its proceedings and report the same to the Board of Directors when required. No committee shall have has the power (i) to fill vacancies in the Board of Directors, or (ii) to change the membership of or to fill vacancies in, in any other committee created by the Board of Directors, or (iii) to amend or repeal this Agreement or Agreement, (iv) to adopt a new limited liability company agreementagreement of the Company, or (v) to submit to the Member Members any action requiring its authorization, their authorization or (vi) to amend or repeal any resolution of the Board of Directors which that, by its terms shall terms, is not be amendable or repealable. Directors of the Company may participate in a meeting of a committee of the Board of Directors by means of conference call or any similar communications equipment by means of which all Directors directors of the Company participating in the meeting can speak and hear each other, and participation in a meeting pursuant to this provision shall will constitute presence in person at such meeting.

Meetings, Quorum, Voting, etc. (a) Meetings of the Board of Directors shall be held in the United Kingdom Kingdom, shall be held at least four times every fiscal year and shall be called by the Secretary of the Company, or in the absence of the Secretary, by the Chairman of the Board of Directors, upon request of any Director. Notice of the date, time and place of each meeting of the Board of Directors shall be given to each Director at least 48 hours prior to such meeting, unless the notice is given orally or delivered in person, in which case it shall be given at least 24 hours prior to such meeting. For the purpose of this Section 4.3(a), notice shall be deemed to be duly given to a Director if given to him or her personally (including by telephone) or if such notice be delivered to such Director by courier service, mail, email, telegraph, cable, telex, or facsimile, to his or her last known address. Notice of a meeting need not be given to any Director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior to the conduct of any voting thereat, the lack of notice to him or her. (b) At all meetings of the Board of Directors, a quorum for the transaction of business shall be a majority of the Directors then in office. (c) Directors may participate in a meeting of the Board of Directors or a meeting of any committee of the Board of Directors by means of conference call or any similar communications equipment by means of which all Directors participating in the meeting can hear each otherother (from within or outside the United Kingdom), and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting, provided, that a majority of the Directors then in office must be present in the United Kingdom (whether in person or by conference call or any similar communications equipment by means of which all Directors participating in the meeting can hear each other) for a meeting to be validly convened. (d) All decisions to be made and actions to be taken by the Board of Directors or a committee of the Board of Directors shall be determined by the vote of a majority of the Directors in attendance at a meeting at which a quorum is present. (e) Any action which may be taken at a meeting of the Board of Directors or a meeting of any committee of the Board of Directors at least a majority of whom take such action from the United Kingdom may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors or committee members then in office. The action taken by any unanimous consent in writing shall be deemed to have occurred when the last Director executing such consent shall have signed the consent. (f) Meetings of the any committee of the Board of Directors shall be held in the United Kingdom. Unless the Board of Directors shall otherwise provide, any committee of the Board of Directors may hold meetings at any place and make rules for the conduct of its business as such committee shall from time to time deem necessary. Each committee shall keep a record of its proceedings and report the same to the Board of Directors when required. No committee shall have the power to fill vacancies in the Board of Directors, or to change the membership of or to fill vacancies in, any other committee created by the Board of Directors, or to amend or repeal this Agreement or adopt a new limited liability company agreement, or to submit to the Member any action requiring its authorization, or to amend or repeal any resolution of the Board of Directors which by its terms shall not be amendable or repealable. Directors may participate in a meeting of a committee of the Board of Directors by means of conference call or any similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting, provided, that a majority of the participants must be present in the United Kingdom (whether in person or by conference call or any similar communications equipment by means of which all Directors participating in the meeting can hear each other) for a meeting to be validly convened.

Meetings, Quorum, Voting, etc. (a) Meetings of the Board of Directors shall be held in the United Kingdom and shall be called by the Secretary of the Company, or in the absence of the Secretary, by the Chairman of the Board of Directors, upon request of any Director. Notice of the date, time and place of each meeting of the Board of Directors shall be given to each Director at least 48 hours prior to such meeting, unless the notice is given orally or delivered in person, in which case it shall be given at least 24 hours prior to such meeting. For the purpose of this Section 4.3(a), notice shall be deemed to be duly given to a Director if given to him or her personally (including by telephone) or if such notice be delivered to such Director by courier service, mail, email, telegraph, cable, telex, or facsimile, to his or her last known address. Notice of a meeting need not be given to any Director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior to the conduct of any voting thereat, the lack of notice to him or her. (b) At all meetings of the Board of Directors, a quorum for the transaction of business shall be a majority of the Directors then in office. (c) Directors may participate in a meeting of the Board of Directors or a meeting of any committee of the Board of Directors by means of conference call or any similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. (d) All decisions to be made and actions to be taken by the Board of Directors or a committee of the Board of Directors shall be determined by the vote of a majority of the Directors in attendance at a meeting at which a quorum is present. (e) Any action which may be taken at a meeting of the Board of Directors or a meeting of any committee of the Board of Directors at least a majority of whom take such action from the United Kingdom may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors then in office. The action taken by any unanimous consent in writing shall be deemed to have occurred when the last Director executing such consent shall have signed the consent. (f) Unless the Board of Directors shall otherwise provide, any committee of the Board of Directors may hold meetings at any place and make rules for the conduct of its business as such committee shall from time to time deem necessary. Each committee shall keep a record of its proceedings and report the same to the Board of Directors when required. No committee shall have the power to fill vacancies in the Board of Directors, or to change the membership of or to fill vacancies in, any other committee created by the Board of Directors, or to amend or repeal this Agreement or adopt a new limited liability company agreement, or to submit to the Member any action requiring its authorization, or to amend or repeal any resolution of the Board of Directors which by its terms shall not be amendable or repealable. Directors may participate in a meeting of a committee of the Board of Directors by means of conference call or any similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting.

Meetings, Quorum, Voting, etc. (a) Meetings of the Board of Directors shall be held in the United Kingdom and shall be called by the Secretary of the Company, or in the absence of the Secretary, by the Chairman of the Board of Directors, upon request of any Director. Notice of the date, time and place of each meeting of the Board of Directors shall be given to each Director at least 48 forty-eight hours prior to such meeting, unless the notice is given orally or delivered in person, in which case it shall be given at least 24 twenty-four hours prior to such meeting. For the purpose of this Section 4.3(a), notice shall be deemed to be duly given to a Director if given to him or her personally (including by telephone) or if such notice be delivered to such Director by courier service, mail, email, telegraph, cable, telex, or facsimile, to his or her last known address. Notice of a meeting need not be given to any Director who submits a signed waiver of notice, whether before or after the meeting, or who attends the meeting without protesting, prior to the conduct of any voting thereat, the lack of notice to him or her. All meetings of the Board of Directors shall take place outside of Canada. (b) At all meetings of the Board of Directors, a quorum for the transaction of business shall be a majority of the Directors then in office; provided, however, that such quorum shall be properly constituted only if a majority of the Directors included in such quorum are not residents of Canada for purposes of the Canadian Tax Act. (c) Directors may participate in a meeting of the Board of Directors or a meeting of any committee of the Board of Directors by means of conference call or any similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. A meeting of the Board of Directors or a meeting of any committee of the Board of Directors by means of such a call or any similar communication shall take place only by means of such a call or communication originated outside of Canada, shall be properly constituted only if a majority of the Directors participating in the meeting in person or by such call or communication are not residents of Canada for purposes of the Canadian Tax Act and a majority of the Directors participating in the meeting in person or by such call participate from or at a location outside Canada, and shall be deemed held at the place from where such call or communication originated. (d) All decisions to be made and actions to be taken by the Board of Directors or a committee of the Board of Directors shall be determined by the vote of a majority of the Directors in attendance at a meeting at which a quorum is present. (e) Any action which may be taken at a meeting of the Board of Directors or a meeting of any committee of the Board of Directors at least a majority of whom take such action from the United Kingdom may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the Directors then in office. The action taken by any unanimous consent in writing shall be deemed to have occurred when the last Director executing such consent shall have signed the consent; provided, however, that the last Director to execute such consent shall not have done so while in Canada and each such consent shall include the location and the date of such execution. (f) Unless the Board of Directors shall otherwise provide, any committee of the Board of Directors may hold meetings at any place outside Canada and make rules for the conduct of its business as such committee shall from time to time deem necessary. At all meetings of a committee of the Board of Directors, a quorum for the transaction of business shall be a majority of the members then in office. Each committee shall keep a record of its proceedings and report the same to the Board of Directors when required. No committee shall have the power to fill vacancies in the Board of Directors, or to change the membership of or to fill vacancies in, any other committee created by the Board of Directors, or to amend or repeal this Agreement or adopt a new limited liability company agreement, or to submit to the Member any action requiring its authorization, or to amend or repeal any resolution of the Board of Directors which by its terms shall not be amendable or repealable. All meetings of any committee of the Board of Directors shall be held outside Canada. Directors may participate in a meeting of a committee of the Board of Directors by means of conference call or any similar communications equipment by means of which all Directors participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting. A meeting of a committee of the Board of Directors by means of such a call or any similar communication shall take place only by means of such a call or communication originated outside of Canada and shall be deemed held at the place from where such call or communication originated; provided however, if a majority of the members of the Conflicts Committee or the Corporate Governance Committee, as the case may be, are residents of Canada for purposes of the Canadian Tax Act., that committee shall not meet by means of conference call or any similar communications equipment unless a majority of the members of such committee who are residents of Canada for the purposes of the Canadian Tax Act are situate outside of Canada at the time of such meeting; and provided further, if a majority of the members of the Audit Committee are residents of Canada for purposes of the Canadian Tax Act, that committee shall ensure that a majority of its meetings in any calendar year are physical meetings held outside of Canada.