Common use of Quorum for Board Meetings Clause in Contracts

Quorum for Board Meetings. A majority of the total number of Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board, provided that as long as TAVF or Cavco has one or more nominated Directors serving on the Board, a quorum shall not exist unless at least one such Director nominated by such Shareholder is present (whether in person or by teleconference or videoconference) at such meeting. If a quorum for a meeting of the Board is not found to exist due to a TAVF or Cavco nominee Director not being present at such meeting, then such meeting shall be adjourned and rescheduled, the location, date and time of which rescheduled meeting may be determined by the Directors attending such adjourned meeting prior to such adjournment, provided that the timing of such rescheduled meeting shall permit sufficient notice thereof to be delivered to all Directors in accordance with the Company’s bylaws, but in any event not less than twenty-four (24) hours prior notice. If two (2) or more consecutive meetings of the Board (including any rescheduled meeting in respect of a meeting adjourned pursuant to this Section 3.8) are adjourned pursuant to this Section 3.8 due exclusively to the absence of any Director nominee of the same Shareholder, then, notwithstanding the provisions of this Section 3.8, if at the next rescheduled consecutive meeting of the Board, a majority of the total number of Directors then in office is found to be present (whether in person or by teleconference or videoconference), but again there is not present at such meeting (whether in person or by teleconference or videoconference) a Director nominee of such Shareholder, and provided that at least twenty-one (21) days have elapsed since the first of such consecutive Board meetings, then a quorum for the conduct of business at such rescheduled Board meeting shall nevertheless be found to exist.

Quorum for Board Meetings. A majority quorum of the total number Board shall include at least 1 (one) Investor Director at the commencement and throughout the duration of Directors then in office shall the meeting where any Specified Matters are proposed to be necessary and sufficient to constitute a quorum for or are considered. If the transaction of business Investor Director is not present at any meeting of the BoardBoard ("Initial Meeting"), provided that as long as TAVF or Cavco has one or more nominated Directors serving on the Board, a quorum shall not exist unless at least one such Director nominated by such Shareholder is present (whether in person or by teleconference or videoconference) at such meeting. If a quorum for a meeting of the Board is not found to exist due to a TAVF or Cavco nominee Director not being present at such meeting, then such meeting shall be adjourned to the same time and rescheduledplace in the next week (unless otherwise agreed by all the Directors) or if that day is not a day to the immediately succeeding business day. Not less than 5 (five) days notice shall be given of any adjourned meeting ("Adjourned Meeting"). At the Adjourned Meeting, the locationBoard, date and time of which rescheduled meeting may be determined by the Directors attending such adjourned meeting prior to such adjournment, provided that the timing of such rescheduled meeting shall permit sufficient notice thereof to be delivered to all Directors in accordance with the Company’s bylaws, but in any event not less than twenty-four (24) hours prior notice. If two (2) or more consecutive meetings of the Board (including any rescheduled meeting in respect of a meeting adjourned pursuant to this Section 3.8) are adjourned pursuant to this Section 3.8 due exclusively to the absence of any the Investor Director, the Board can decide upon matters other than the Specified Matters as provided in Clause 4.3.5. If the Investor Director nominee is unable to attend the Initial Meeting he shall on or before the date of the same ShareholderAdjourned Meeting convey in writing to the Company his acceptance or disagreement in relation to the Specified Matter proposed to be considered at such Initial Meeting or the Adjourned Meeting. It is understood between the Parties, then, notwithstanding that the provisions Promoters shall ensure that none of this Section 3.8, if the Specified Matters will be taken up at the next rescheduled consecutive meeting Shareholders Meeting (except an agenda item for dividend required under the Act to be taken-up at the Annual General Meeting of the Board, a majority of Company) unless: (i) it has been approved at the total number of Directors then Board meeting with Investor Director voting in office is found to be present (whether in person or by teleconference or videoconference), but again there is not present at such meeting (whether in person or by teleconference or videoconference) a Director nominee favor of such Shareholderresolution, or (ii) the Investor Director has given his affirmative consent in writing to take-up and provided that consider such Specified Matter at least twenty-one (21) days have elapsed since the first of such consecutive Shareholders meeting. The Promoters and the Company in so far as the XXX Group Companies are concerned shall not exercise their voting rights at the Board meetings, then a quorum for and/or the conduct of business at such rescheduled Board Shareholders meeting shall nevertheless be found to existagainst the decision conveyed by the Investor Director.

Quorum for Board Meetings. A majority quorum of the total number Board shall include at least 1 (one) Investor Director at the commencement and throughout the duration of Directors then in office shall the meeting where any Specified Matters are proposed to be necessary and sufficient to constitute a quorum for or are considered. If the transaction of business Investor Director is not present at any meeting of the BoardBoard ("Initial Meeting"), provided that as long as TAVF or Cavco has one or more nominated Directors serving on the Board, a quorum shall not exist unless at least one such Director nominated by such Shareholder is present (whether in person or by teleconference or videoconference) at such meeting. If a quorum for a meeting of the Board is not found to exist due to a TAVF or Cavco nominee Director not being present at such meeting, then such meeting shall be adjourned to the same time and rescheduledplace in the next week (unless otherwise agreed by all the Directors) or if that day is not a day to the immediately succeeding business day. Not less than 5 (five) days notice shall be given of any adjourned meeting ("Adjourned Meeting"). At the Adjourned Meeting, the locationBoard, date and time of which rescheduled meeting may be determined by the Directors attending such adjourned meeting prior to such adjournment, provided that the timing of such rescheduled meeting shall permit sufficient notice thereof to be delivered to all Directors in accordance with the Company’s bylaws, but in any event not less than twenty-four (24) hours prior notice. If two (2) or more consecutive meetings of the Board (including any rescheduled meeting in respect of a meeting adjourned pursuant to this Section 3.8) are adjourned pursuant to this Section 3.8 due exclusively to the absence of any the Investor Director, the Board can decide upon matters other than the Specified Matters as provided in Clause 4.3.5. If the Investor Director nominee is unable to attend the Initial Meeting he shall on or before the date of the same ShareholderAdjourned Meeting convey in writing to the Company his acceptance or disagreement in relation to the Specified Matter proposed to be considered at such Initial Meeting or the Adjourned Meeting. It is understood between the Parties, then, notwithstanding that the provisions Promoters shall ensure that none of this Section 3.8, if the Specified Matters will be taken up at the next rescheduled consecutive meeting Shareholders Meeting (except an agenda item for dividend required under the Act to be taken-up at the Annual General Meeting of the Board, a majority of Company) unless: (i) it has been approved at the total number of Directors then Board meeting with Investor Director voting in office is found to be present (whether in person or by teleconference or videoconference), but again there is not present at such meeting (whether in person or by teleconference or videoconference) a Director nominee favor of such Shareholderresolution, or (ii) the Investor Director has given his affirmative consent in writing to take-up and provided that consider such Specified Matter at least twenty-one (21) days have elapsed since the first of such consecutive Shareholders meeting. The Promoters and the Company in so far as the SMC Group Companies are concerned shall not exercise their voting rights at the Board meetings, then a quorum for and/or the conduct of business at such rescheduled Board Shareholders meeting shall nevertheless be found to exist.against the decision conveyed by the Investor Director. Strictly Private & Confidential

Quorum for Board Meetings. A majority of the total number of Directors then in office shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Board, provided that as long as TAVF or Cavco has one or more nominated Directors serving on the Board, a quorum shall not exist unless at least one such Director nominated by such Shareholder is present (whether in person or by teleconference or videoconference) at such meeting. If a quorum for a meeting of the Board shall be the presence of a majority of all Directors then in office. No meeting of the Board shall be validly convened or constituted unless a quorum is not found to exist due to a TAVF or Cavco nominee Director not being present at such meeting. 8.9 Resolutions of the Board. Unless otherwise provided by applicable Law, then such meeting this Agreement or the Organizational Documents, all actions taken and resolutions adopted by the Board shall be adjourned and rescheduled, the location, date and time of which rescheduled (i) taken or adopted at a meeting may be determined by the Directors attending such adjourned meeting prior to such adjournment, provided that the timing of such rescheduled meeting shall permit sufficient notice thereof to be delivered to all Directors in accordance with the Company’s bylaws, but in any event not less than twenty-four (24) hours prior notice. If two (2) or more consecutive meetings of the Board (including any rescheduled meeting in respect by the affirmative vote of a meeting adjourned pursuant to this Section 3.8) are adjourned pursuant to this Section 3.8 due exclusively to the absence of any Director nominee majority of the same ShareholderDirectors present at a meeting at which a quorum is present or (ii) taken or adopted by an action by unanimous written consent signed by all of the Directors. Without limiting the foregoing, then, notwithstanding the provisions of this Section 3.8, if at the next rescheduled consecutive with respect to any meeting of the Board, any Director may take part in the adoption of a majority resolution by means of a communication system of transmitting and receiving sounds simultaneously (“Teleconferencing”) or a communication system transmitting and receiving visual images and sounds simultaneously (“Video Conferencing”), without the personal attendance of all or part of them at the meeting. Any Director may appear at a meeting of the total number Board by means of Directors then in office is found Teleconferencing or Video Conferencing. A Director appearing by Teleconferencing or Video Conferencing shall be deemed to have attended the meeting at which the Director has so appeared. Matters Requiring Board Resolution by Agreement. In addition to any other approval required by this Agreement or the Organizational Documents, notwithstanding any provision to the contrary (other than the last sentence of this Section 8.10), except for the actions required or contemplated to be present taken by one or more of the Parties under Section 2 and Section 6, the JVC shall not, and shall cause its subsidiaries (if any) not to, and each Shareholder shall neither authorize nor knowingly permit the JVC or any of its subsidiaries (if any) to, directly or indirectly, take any action in respect of any of the following matters (or incur any obligation, 23 commitment or promise with respect to any such items or matters) without the prior written approval or written consent of a Required Board Majority: (a) creating any committee of the Board, establishing or altering the powers to be vested in any committee of the Board or the delegation or withdrawal of any power of the Board; (b) appointing any Director to any committee of the Board; (c) approving or amending any Business Plan or Budget; (d) entering into, varying or waiving any right under any agreement between the JVC or any of its subsidiaries (if any) (on the one side) with any member of the Board, with any officer of the JVC or any of its subsidiaries (if any) or with any Person (other than any Shareholder) in which any member of the Board or an officer of the JVC or any of its subsidiaries (if any) has an equity interest other than as a passive 1% or less minority investor; (e) entering into or amending any agreement with or commitment to any Shareholder or any Affiliate of any Shareholder, as well as any amendment, consent or waiver with respect to any such agreements or commitments; or allocating expenses of any Shareholder or its Affiliates charged to the JVC or any of its subsidiaries (if any), except as set forth in the then most recent Business Plan or Budget approved by a Required Board Majority; (f) hiring, appointing, removing or dismissing, or entering into or amending any employment, consulting or independent contractor agreement with respect to, or fixing the compensation of (including bonuses), or granting any severance or termination pay to, any individual that is or would be an executive of the JVC or any of its subsidiaries (if any) or that would be a sales or marketing employee of the JVC or any of its subsidiaries (if any); (g) except as may be required in an emergency situation endangering life or threatening serious injury or material physical damage, or except as contemplated as one or more of the reasons for any financing required by Section 5.1, making any single capital expenditure or series of related capital expenditures in any fiscal year in an aggregate amount exceeding $5,000,000 over the aggregate amount, if any, contemplated for such single capital expenditure or series of related capital expenditures in the capital expenditures budget for such fiscal year that is contained in the then most recent Budget approved by a Required Board Majority, provided that the amount of such excess, when combined with all other excess amounts under this Section 8.10(g) in such fiscal year, would not exceed $5,000,000; (h) except as may be required in an emergency situation endangering life or threatening serious injury or material physical damage, or except as contemplated as one or more of the reasons for any financing required by Section 5.1, making any single operating expenditure or series of related operating expenditures in any fiscal year in an aggregate amount exceeding ten percent (10%) of the aggregate amount, if any, contemplated for such single operating expenditure or series of related operating expenditures in the operating expenditures budget for such fiscal year that is contained in the then most recent Budget approved by a Required Board Majority, provided that the amount of such excess, when combined with all other excess amounts under this 24 Section 8.10(h) in such fiscal year, would not exceed ten percent (10%) of the aggregate amount, if any, contemplated for all operating expenditure in the operating expenditures budget for such fiscal year that is contained in the then most recent Budget approved by a Required Board Majority; (i) effecting any material, non-ordinary course business transaction or actions, except in each case as set forth in the then most recent Business Plan or Budget approved by a Required Board Majority, or entering into, amending or terminating any material contracts of the JVC or any of its subsidiaries (if any), or otherwise modifying or waiving any of the material terms of any of the material contracts of the JVC or any of its subsidiaries (if any); (j) entering into, amending or terminating any transactions involving land, real property or buildings; (k) changing any significant accounting principles or policies of the JVC or any of its subsidiaries (if any) or appointing, replacing, removing or compensating any financial auditors of the JVC or any of its subsidiaries (if any); (l) instituting or settling any material legal or arbitration proceedings other than (i) routine debt collection, (ii) in such cases where the Board in good faith determines that failure to institute legal or arbitration proceedings would result in the material impairment of a valuable aspect of the business of the JVC or any of its subsidiaries (if any) (so long as the JVC or the applicable subsidiary, as applicable, notifies each Shareholder prior to the institution of such proceedings), or (iii) against any Shareholder for breach of any agreement to which the JVC and such Shareholder (or applicable Affiliate thereof) are parties, or indemnifying or advancing fees with respect to any legal claims; (m) approving or granting of any equity incentives to employees or other service providers of the JVC or any of its subsidiaries (if any) within the guidelines under any equity incentive plan of the JVC approved by both Shareholders; (n) creating any liens, security interests, adverse claims, restrictions and other encumbrances (other than those imposed pursuant to the terms of this Agreement or the Organizational Documents or in the ordinary course of business) upon or in respect of any property or assets of the JVC or any of its subsidiaries (if any), or, outside the ordinary course of business, making any loans or advances to any Person out of the funds of the JVC or any of its subsidiaries (if any), or making or furnishing any guarantee of the JVC or any of its subsidiaries (if any), in each case other than as expressly contemplated in the then most recent Business Plan or Budget approved by a Required Board Majority; (o) making or declaring any Distribution, other than expressly contemplated by this Agreement; (p) acquiring, through the purchase of securities or otherwise, another Person, or acquiring all or substantially all of the assets of another Person, in each case except as set forth in the then most recent Business Plan or Budget approved by a Required Board Majority; (q) approving an acquisition (in one or a series of related transactions) of, or any investment (in one or a series of related transactions) in, assets or properties of any 25 Person (whether in person by acquiring shares or other equity securities, partnership interests or evidences of indebtedness of any Person, by teleconference contributing to the capital of any Person, by making a loan, advance or videoconferenceother extension of credit to any other Person), but again there including approval of joint venture transactions, in each case except as set forth in the then most recent Business Plan or Budget approved by a Required Board Majority; (r) forming, or disposing of, any subsidiary of the JVC or any of its subsidiaries (if any) or the investment/disinvestment by the JVC in any other Person; (s) adopting or amending any pension, group compensation, profit sharing, phantom equity, bonus or other incentive or employee benefit plan; (t) approving, amending or terminating any material policy of the JVC or any of its subsidiaries (if any); and (u) incurring any obligation, commitment or promise with respect to any of the foregoing. Notwithstanding anything to the contrary contained in this Agreement, (i) no Shareholder shall be entitled to exercise any right or power under this Agreement to prevent the JVC or any subsidiary of it from enforcing its rights under or taking any action against such Shareholder (or applicable Affiliate thereof) in relation to any matter arising under any contract to which the JVC and such Shareholder (or applicable Affiliate thereof) are parties or from defending itself in relation to any action taken against it by such Shareholder (or applicable Affiliate thereof) and (ii) no Party shall take any action that it is not expressly prohibited from taking pursuant to this Agreement even if such Party would otherwise be permitted to exercise such right under applicable Law. 8.10 Minutes. Minutes of each meeting of the Board shall be signed by all of the Directors present at such the meeting. Minutes of the meeting (whether of the Board shall be prepared in person or by teleconference or videoconference) a Director nominee of such ShareholderEnglish, and provided that kept at least twenty-one (21) days have elapsed since the first JVC’s head office. Copies of such consecutive Board meetings, then a quorum for the conduct minutes shall be sent to each of business at such rescheduled Board the Directors as soon as practicable after each meeting shall nevertheless be found to exist.of the Board. 8.11