Common use of Quorum for Board Meetings Clause in Contracts

Quorum for Board Meetings. (a) The quorum for a Board Meeting shall be (i) at least 3 (three) Directors, and shall always include, the Promoter (in his capacity as a Promoter Director) and at least 2 (two) Investor Directors (if 2 (two) or more than 2 (two) Investor Directors have been appointed at that time); or (ii) in case only 1 (one) Investor Director is appointed at a relevant time, then 2 (two) Directors which shall include the Promoter (in his capacity as a Promoter Director) and 1 (one) Investor Director, being present at such Board Meeting, unless for (i) or (ii), the relevant Investor or Promoter provides written notice prior to the commencement of the Board Meeting waiving the requirement for the presence of their respective nominee Directors to constitute a valid quorum for such meeting. In the event that no Investor Director is appointed, the requirement for quorum shall be as prescribed under the Act, provided however, that is shall always include the Promoter. Notwithstanding the aforesaid, in the event an Affirmative Voting Matter is to be discussed at any meeting of the Board, the procedure as set forth in Clause 3.20 is to be followed.‌ (b) If a quorum (as required under Clause 3.11(a) above) is not present at a Board Meeting within half an hour of the time appointed for a properly convened meeting, the meeting shall be adjourned for 5 (five) Business Days to be held at the same place and time of day (“First Adjourned Board Meeting”). (c) If at the First Adjourned Board Meeting a quorum is not present within half an hour of the time appointed for a properly convened Board Meeting, the First Adjourned Board Meeting shall be adjourned again for 5 (five) Business Days to be held at the same place and time of day (“Second Adjourned Board Meeting”). (d) At the Second Adjourned Board Meeting, the Directors present shall, subject to the provisions of the Act, constitute a quorum, provided that no Affirmative Voting Matter shall be discussed or transacted or voted upon at the Second Adjourned Board Meeting without following the procedure as set forth in Clause 3.20. (e) For the avoidance of doubt, it is hereby clarified that the provisions of this Clause 3.11 shall only be applicable in respect of the Investors who have exercised their right to nominate an Investor Director, as contemplated in Clause 3.3, subject always to the provisions of Clause 3.20.

Appears in 1 contract

Samples: Shareholders Agreement

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Quorum for Board Meetings. (a) The A quorum for a of the Board Meeting shall be (i) include at least 3 (three) Directors, and shall always include, the Promoter (in his capacity as a Promoter Director) and at least 2 (two) Investor Directors (if 2 (two) or more than 2 (two) Investor Directors have been appointed at that time); or (ii) in case only 1 (one) Investor Director is appointed at a relevant time, then 2 (two) Directors which shall include the Promoter (in his capacity as a Promoter Director) and 1 (one) Investor Director, being present at such Board Meeting, unless for (i) or (ii), the relevant Investor or Promoter provides written notice prior to the commencement and throughout the duration of the Board Meeting waiving meeting where any Specified Matters are proposed to be or are considered. If the requirement for the presence of their respective nominee Directors to constitute a valid quorum for such meeting. In the event that no Investor Director is appointed, the requirement for quorum shall be as prescribed under the Act, provided however, that is shall always include the Promoter. Notwithstanding the aforesaid, in the event an Affirmative Voting Matter is to be discussed not present at any meeting of the Board, the procedure as set forth in Clause 3.20 is to be followed.‌ Board (b) If a quorum (as required under Clause 3.11(a) above) is not present at a Board Meeting within half an hour of the time appointed for a properly convened meeting"Initial Meeting"), the meeting shall be adjourned for to the same time and place 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) Business Days to days notice shall be held at given of any adjourned meeting ("Adjourned Meeting"). At the same place and time of day (“First Adjourned Board Meeting”). (c) If at the First Adjourned Board Meeting a quorum is not present within half an hour of the time appointed for a properly convened Board Meeting, the First Adjourned Board Meeting shall be adjourned again for 5 (five) Business Days to be held at Board, in the same place and time of day (“Second Adjourned Board Meeting”). (d) At the Second Adjourned Board Meeting, the Directors present shall, subject to the provisions absence of the Act, constitute a quorum, provided that no Affirmative Voting Matter shall be discussed or transacted or voted upon at the Second Adjourned Board Meeting without following the procedure as set forth in Clause 3.20. (e) For the avoidance of doubt, it is hereby clarified that the provisions of this Clause 3.11 shall only be applicable in respect of the Investors who have exercised their right to nominate an Investor Director, the Board can decide upon matters other than the Specified Matters as contemplated provided in Clause 3.3, subject always 4.3.5. If the Investor Director is unable to attend the Initial Meeting he shall on or before the date of the Adjourned Meeting convey in writing to the provisions 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, that the Promoters shall ensure that none of Clause 3.20the Specified Matters will be taken up at the Shareholders Meeting (except an agenda item for dividend required under the Act to be taken-up at the Annual General Meeting of the Company) unless: (i) it has been approved at the Board meeting with Investor Director voting in favor of such resolution, or (ii) the Investor Director has given his affirmative consent in writing to take-up and consider such Specified Matter at the 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 and/or the Shareholders meeting against the decision conveyed by the Investor Director.

Appears in 1 contract

Samples: Shareholders Agreement (Millennium India Acquisition CO Inc.)

Quorum for Board Meetings. (a) 4.7.1 The quorum for a all meetings of the Board Meeting shall be (i) require the presence of at least 3 1 (threeone) Directors, and shall always include, the Promoter (in his capacity as a Promoter Director) Minority Shareholder Director and at least 2 (two) Investor Directors (if 2 (two) or more than 2 (two) Investor Directors have been appointed at that time); or (ii) in case only 1 (one) Investor Director is appointed at a (unless waived in writing by the relevant time, then 2 (two) Directors which shall include Minority Shareholder Director and/or the Promoter (in his capacity as a Promoter Director) and 1 (one) relevant Investor Director, being present at such Board Meetingas the case may be, unless for (i) or (ii), the relevant Investor or Promoter provides written notice prior to the meeting) at the commencement of and throughout the Board Meeting waiving entire duration of any meeting of the requirement for Board. Subject to Applicable Law, participation of the presence of their respective nominee Directors to constitute a valid quorum for such meeting. In the event that no Investor Director is appointed, the requirement for quorum shall be as prescribed under the Act, provided however, that is shall always include the Promoter. Notwithstanding the aforesaid, in the event an Affirmative Voting Matter is to be discussed at any meeting of the Board by video conferencing or by any other audio visual or electronic means (as permitted under Applicable Law) shall also be counted for the purpose of constituting valid quorum for a meeting of the Board, . SHAREHOLDERS’ AGREEMENT 4.7.2 In the procedure as set forth in Clause 3.20 is to be followed.‌ (b) If a event that valid quorum (as required under Clause 3.11(a) 4.7.1 above) is not present at a Board Meeting constituted within half an hour 30 (thirty) minutes of the appointed time appointed for a properly convened meetingany meeting of the Board (as specified in the notice of such meeting of the Board, the delivered to all Directors in accordance with Clause 4.6.2), such meeting shall be adjourned for 5 to a date which falls on the 7th (fiveseventh) Business Days to be held at day following the same place and time originally scheduled date of day such Board meeting (“First Adjourned Board Meeting”). (c) If at and the First appointed time for such Adjourned Board Meeting a quorum is not present within half an hour of the time appointed for a properly convened Board Meeting, the First Adjourned Board Meeting shall be adjourned again for 5 (five) Business Days to be held at the same place and as the appointed time for the originally scheduled Board meeting (as specified in the notice of day such meeting of the Board, delivered to all Directors in accordance with Clause 4.6.2). If valid quorum (“Second as required under Clause 4.7.1 above) is not constituted within 30 (thirty) minutes of the appointed time for holding such Adjourned Board Meeting”). (d) At the Second Adjourned Board Meeting, then, subject to Applicable Law, the Directors present shall, subject to the provisions of the Act, constitute a quorum, provided that no Affirmative Voting Matter shall be discussed or transacted or voted upon at the Second Adjourned Board Meeting without following the procedure as set forth in Clause 3.20. (e) may take decisions with respect to all matters proposed to be transacted at such Adjourned Meeting. For the avoidance of doubt, it is hereby clarified that the provisions of this Clause 3.11 that, no Reserved Matter shall only be applicable in respect transacted or decided or voted upon at any meeting of the Investors who have exercised their right Board (including any Adjourned Meeting) unless any of the Minority Shareholder Directors or any of the Minority Shareholders or the Minority Shareholders’ representative, in each case, acting on behalf of the Minority Shareholders, has granted prior written approval, or waived the Minority Shareholders’ consent, for such Reserved Matter prior to nominate an Investor Director, as contemplated in Clause 3.3, subject always to the provisions of Clause 3.20such meeting.

Appears in 1 contract

Samples: Shareholder Agreement (Standex International Corp/De/)

Quorum for Board Meetings. 26.1 At a Board meeting, unless a quorum is participating, no proposal is to be voted on or a decision is to be taken, except a proposal to call another meeting or a decision taken in accordance with Article 26.7 (Quorum for Board Meetings). 26.2 Subject to these Articles, the quorum for Board meetings (other than Board meetings that are adjourned in accordance with Article 26.6 (Quorum for Board Meetings)) is one Director appointed by WGCo (or any member of the WGCo Group) and [two] Directors appointed by the PSDP (or their Alternates). 26.3 If a RTAD Shareholder fails to appoint and maintain in office the relevant number of Directors it is required to appoint to satisfy the applicable quorum requirements in Article 26.2 (Quorum for Board Meetings) then, if a Board meeting is called in accordance with Article 23 (Calling a Board Meeting) and notice of the meeting is given to that RTAD Shareholder as if it were a Director, the Board meeting shall be deemed to be quorate notwithstanding the fact that the relevant number of Directors appointed by that RTAD Shareholder to form a quorum under Article 26.2 (Quorum for Board Meetings) may not be present. 26.4 A person who is an Alternate will be counted as participating for the purposes of determining whether a quorum is participating in any decision at a Board meeting, provided that the Director for whom he/she acts as an Alternate: (a) The quorum for a Board Meeting shall be (i) is not participating in the decision at least 3 (three) Directors, and shall always include, the Promoter (in his capacity as a Promoter Director) and at least 2 (two) Investor Directors (if 2 (two) or more than 2 (two) Investor Directors have been appointed at that time); or (ii) in case only 1 (one) Investor Director is appointed at a relevant time, then 2 (two) Directors which shall include the Promoter (in his capacity as a Promoter Director) and 1 (one) Investor Director, being present at such Board Meeting, unless for (i) or (ii), the relevant Investor or Promoter provides written notice prior to the commencement of the Board Meeting waiving the requirement for the presence of their respective nominee Directors to constitute a valid quorum for such meeting. In the event that no Investor Director is appointed, the requirement for quorum shall be as prescribed under the Act, provided however, that is shall always include the Promoter. Notwithstanding the aforesaid, in the event an Affirmative Voting Matter is to be discussed at any meeting of the Board, the procedure as set forth in Clause 3.20 is to be followed.‌; and (b) If would have been an Eligible Director in relation to the decision if he/she had been participating in it. 26.5 No Alternate may be counted as more than one (1) Director for the purposes of determining whether a quorum (as required under Clause 3.11(a) above) is not present participating in any decision at a Board Meeting meeting. 26.6 If within half an hour thirty (30) minutes of the time appointed for the relevant meeting there is not a properly convened meetingquorum of Directors in attendance (in accordance with Article 26.2 (Quorum for Board Meetings)) at a Board meeting called in accordance with Article 23 (Calling a Board Meeting, then (unless the relevant Director(s) have given written waiver(s) in relation to his/her attendance) such meeting shall be adjourned for 5 (five) Business Days to discuss substantially the same business until the same time and place the next following week when such adjourned meeting shall be deemed to be held at quorate notwithstanding the same place and time fact that the relevant number of day (“First Adjourned Board Meeting”)Director(s) appointed by that RTAD Shareholder may not be present. 26.7 If the total number of Directors (cother than Alternates) If at in office for the First Adjourned Board Meeting time being is less than the number for the time being of Directors required to form a quorum is not present within half an hour of the time appointed in accordance with Article 26.2 (Quorum for a properly convened Board MeetingMeetings), the First Adjourned Board Meeting shall be adjourned again for 5 (five) Business Days remaining Director or Directors must not take any decision other than a decision to be held at appoint sufficient Directors to make up the same place and time of day (“Second Adjourned Board Meeting”)required quorum or to call a general meeting to do so. (d) At the Second Adjourned Board Meeting, the Directors present shall, subject to the provisions of the Act, constitute a quorum, provided that no Affirmative Voting Matter shall be discussed or transacted or voted upon at the Second Adjourned Board Meeting without following the procedure as set forth in Clause 3.20. (e) For the avoidance of doubt, it is hereby clarified that the provisions of this Clause 3.11 shall only be applicable in respect of the Investors who have exercised their right to nominate an Investor Director, as contemplated in Clause 3.3, subject always to the provisions of Clause 3.20.

Appears in 1 contract

Samples: Project Co Shareholders' Agreement

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Quorum for Board Meetings. (a) The quorum for a Board Meeting A majority of the total number of Directors then in office shall be (i) at least 3 (three) Directors, necessary and shall always include, the Promoter (in his capacity as a Promoter Director) and at least 2 (two) Investor Directors (if 2 (two) or more than 2 (two) Investor Directors have been appointed at that time); or (ii) in case only 1 (one) Investor Director is appointed at a relevant time, then 2 (two) Directors which shall include the Promoter (in his capacity as a Promoter Director) and 1 (one) Investor Director, being present at such Board Meeting, unless for (i) or (ii), the relevant Investor or Promoter provides written notice prior to the commencement of the Board Meeting waiving the requirement for the presence of their respective nominee Directors sufficient to constitute a valid quorum for such meeting. In the event that no Investor Director is appointed, the requirement for quorum shall be as prescribed under the Act, provided however, that is shall always include the Promoter. Notwithstanding the aforesaid, in the event an Affirmative Voting Matter is to be discussed 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 procedure as set forth Board, a quorum shall not exist unless at least one such Director nominated by such Shareholder is present (whether in Clause 3.20 is to be followed.‌ (bperson 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 (as required under Clause 3.11(a24) abovehours 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 Meeting within half an hour meetings, then a quorum for the conduct of the time appointed for a properly convened meeting, the business at such rescheduled Board meeting shall nevertheless be adjourned for 5 (five) Business Days found to be held at the same place and time of day (“First Adjourned Board Meeting”)exist. (c) If at the First Adjourned Board Meeting a quorum is not present within half an hour of the time appointed for a properly convened Board Meeting, the First Adjourned Board Meeting shall be adjourned again for 5 (five) Business Days to be held at the same place and time of day (“Second Adjourned Board Meeting”). (d) At the Second Adjourned Board Meeting, the Directors present shall, subject to the provisions of the Act, constitute a quorum, provided that no Affirmative Voting Matter shall be discussed or transacted or voted upon at the Second Adjourned Board Meeting without following the procedure as set forth in Clause 3.20. (e) For the avoidance of doubt, it is hereby clarified that the provisions of this Clause 3.11 shall only be applicable in respect of the Investors who have exercised their right to nominate an Investor Director, as contemplated in Clause 3.3, subject always to the provisions of Clause 3.20.

Appears in 1 contract

Samples: Shareholder Agreement (Cavco Industries Inc)

Quorum for Board Meetings. (a) The A quorum for a of the Board Meeting shall be (i) include at least 3 (three) Directors, and shall always include, the Promoter (in his capacity as a Promoter Director) and at least 2 (two) Investor Directors (if 2 (two) or more than 2 (two) Investor Directors have been appointed at that time); or (ii) in case only 1 (one) Investor Director is appointed at a relevant time, then 2 (two) Directors which shall include the Promoter (in his capacity as a Promoter Director) and 1 (one) Investor Director, being present at such Board Meeting, unless for (i) or (ii), the relevant Investor or Promoter provides written notice prior to the commencement and throughout the duration of the Board Meeting waiving meeting where any Specified Matters are proposed to be or are considered. If the requirement for the presence of their respective nominee Directors to constitute a valid quorum for such meeting. In the event that no Investor Director is appointed, the requirement for quorum shall be as prescribed under the Act, provided however, that is shall always include the Promoter. Notwithstanding the aforesaid, in the event an Affirmative Voting Matter is to be discussed not present at any meeting of the Board, the procedure as set forth in Clause 3.20 is to be followed.‌ Board (b) If a quorum (as required under Clause 3.11(a) above) is not present at a Board Meeting within half an hour of the time appointed for a properly convened meeting"Initial Meeting"), the meeting shall be adjourned for to the same time and place 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) Business Days to days notice shall be held at given of any adjourned meeting ("Adjourned Meeting"). At the same place and time of day (“First Adjourned Board Meeting”). (c) If at the First Adjourned Board Meeting a quorum is not present within half an hour of the time appointed for a properly convened Board Meeting, the First Adjourned Board Meeting shall be adjourned again for 5 (five) Business Days to be held at Board, in the same place and time of day (“Second Adjourned Board Meeting”). (d) At the Second Adjourned Board Meeting, the Directors present shall, subject to the provisions absence of the Act, constitute a quorum, provided that no Affirmative Voting Matter shall be discussed or transacted or voted upon at the Second Adjourned Board Meeting without following the procedure as set forth in Clause 3.20. (e) For the avoidance of doubt, it is hereby clarified that the provisions of this Clause 3.11 shall only be applicable in respect of the Investors who have exercised their right to nominate an Investor Director, the Board can decide upon matters other than the Specified Matters as contemplated provided in Clause 3.3, subject always 4.3.5. If the Investor Director is unable to attend the Initial Meeting he shall on or before the date of the Adjourned Meeting convey in writing to the provisions 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, that the Promoters shall ensure that none of Clause 3.20the Specified Matters will be taken up at the Shareholders Meeting (except an agenda item for dividend required under the Act to be taken-up at the Annual General Meeting of the Company) unless: (i) it has been approved at the Board meeting with Investor Director voting in favor of such resolution, or (ii) the Investor Director has given his affirmative consent in writing to take-up and consider such Specified Matter at the 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 and/or the Shareholders meeting against the decision conveyed by the Investor Director.

Appears in 1 contract

Samples: Shareholders Agreement (Millennium India Acquisition CO Inc.)

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