Common use of Quorum and Approval Requirements Clause in Contracts

Quorum and Approval Requirements. In the case of the AK Board, the presence in person or by proxy of at least seven (7) directors shall be necessary to constitute a quorum for the transaction of business and the affirmative vote of a majority of the directors present, including at least two (2) directors appointed by the Holders of the Class A Certificates and two (2) directors appointed by the Holders of the Class B Certificates, shall be required for any action of the AK Board; provided, however, that in the event any meeting of the AK Board shall fail to achieve a quorum due in each case to the absence of directors appointed by the Holders of the same Class of Certificates, the quorum requirement shall not apply to the second meeting and valid resolutions may be passed at such second meeting by the directors then present. In the case of the Company Board, the presence of a majority of the directors constituting the entire Board shall be necessary to constitute a quorum for the transaction of business. EPS and BRC agree to cause the respective directors nominated by them to duly appoint a proxy to attend any meeting from which such directors will be absent so that all directors nominated by EPS and BRC will be present in person or by proxy at all meetings of each Board. Any adjournment of a meeting of the AK Board shall be held no sooner than 48 hours after the time set for the related meeting or previous adjournment.