Resolutions of the Board. 10.01 Members of the bargaining unit are able to attend Board of Directors meetings. A copy of the agenda and minutes shall be provided to those attending. After Board approval of the minutes, the minutes shall be available to all staff in the Board Binder.
Resolutions of the Board. The Investors at the Closing shall have received copies of resolutions of the Board, certified by the Secretary of the Company, authorizing and approving the execution, delivery and performance of this Agreement.
Resolutions of the Board. Unless otherwise provided by applicable Law, this Agreement or the Organizational Documents, all actions taken and resolutions adopted by the Board shall be (i) taken or adopted at a meeting of the Board by the affirmative vote of a majority of the Directors 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, with respect to any meeting of the Board, any Director may take part in the adoption of a 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 Board by means of 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.
Resolutions of the Board. Each manager of the Board of Managers shall have one (1) vote on any matter presented to the Board for decision. Resolutions of the Board of Managers shall be adopted by Simple Majority other than the resolutions which require the affirmative vote of (75%) of the attending Managers. A resolution of the Board of Managers may be issued by circulation if necessary and in such cases all Managers of the Board of Managers will confirm their acceptance in writting. All resolutions by circulation shall be presented to the Board in the following Meeting and shall be attested in the minutes of that Meeting.
Resolutions of the Board of Directors shall be passed, irrespective of whether this occurs at a meeting or otherwise, by Simple Majority.
Resolutions of the Board. A resolution signed by all Directors, shall be as valid and effectual as if it has been passed at a meeting of the Board duly called and constituted.
Resolutions of the Board of Directors shall be adopted by an affirmative vote of a majority of at least four (4) members of the Board of Directors, save that resolutions in respect of any of the following matters must be approved by a majority of at least five
(i) any exercise of shareholder rights by the Company in respect of any Core Subsidiary in respect of any of the following matters (for the avoidance of doubt, without prejudice to the Investors’ and the Slovak Party’s rights under Sections 6.5, 6.6, 6.8, 6.9 and 6.10):
(a) election and recall of the members of any Subsidiary Supervisory Board (other than those to be elected and recalled by the employees of the respective Core Subsidiary) and remuneration (odmena) of members of any Subsidiary Supervisory Board;
(b) election and recall of the members of the Eustream Supervisory Commission, approval of the execution or amendment of the contract under which any member of the Eustream Supervisory Commission holds office and approval of the rules governing remuneration (odmena) of members of the Eustream Supervisory Commission;
(c) election and recall of the members of SPP Distribution Board of Directors, its Chairman and Vice-Chairman and t heir remuneration (odmena);
(d) approval of any Subsidiary Restricted Related Party Transaction the value of which exceeds one hundred sixty five thousand nine hundred sixty nine Euros and fifty nine cents (€ 165,969.59) which is not an Unbundled Subsidiary Transaction;
(ii) any transaction or series of related transactions which is
(a) a SPP Restricted Related Party Transaction; or
(b) a Subsidiary Restricted Related Party Transaction, the value of which exceeds one hundred sixty five thousand nine hundred sixty nine Euros and fifty nine cents (€ 165,969.59) and which is not an Unbundled Subsidiary Transaction; and
(iii) transactions that are proposed to be entered into by the Company or a Core Subsidiary (in each case other than with another Core Group Company) on other than an Arm’s Length basis except transactions that are Unbundled Subsidiary Transactions.
Resolutions of the Board. Lender shall have received a resolution from each of the board of directors of each Borrower authorizing the execution and delivery of this Third Amendment.
Resolutions of the Board shall require the affirmative votes of more than half of Directors (the term “more than” referred to herein shall be inclusive of the number immediately following thereto) (provided that, for the matters as provided in Clauses 6.1.1 and 6.1.2, such matters shall only be adopted or submitted for the review by the Shareholders’ meeting upon affirmative votes of more than three-fourths (3/4) of the directors; for the matters as provided in Clause 6.1.3, such matters shall only be adopted or submitted for the review by the Shareholders’ meeting upon affirmative votes of more than two-third (2/3) of the directors; for the matters as provided in Clause 6.1.4, such matters shall only be adopted or submitted for the review by the Shareholders’ meeting upon affirmative votes of more than one-half (1/2) of the directors). If any independent director will serve on the board of Target Company or if the number of directors of the Target Company increases in the future, the Parties agree to renegotiate the special voting mechanism. If required by any of the constitutional documents of NIO Inc., or any Law or regulatory rules applicable to NIO Inc. (including but not limited to the securities regulation Laws of the place where NIO Inc. is listed or the corresponding regulatory rules of the Securities and Exchange Commission/Exchange), the above matters submitted to the Board of Directors of the Target Company for decision shall be otherwise submitted to the Board meeting or the general meeting of NIO Inc. for consideration and resolution.
Resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance of each document to which it is a party, (ii) that there have been no changes in the Certificate of Incorporation of the Borrower since the date of the most recent certification thereof by the Secretary of State of Missouri (an original of which is attached thereto), (iii) the names and true signatures of the incumbent officers of the Borrower authorized to sign the documents to which it is a party and authorized to request Borrowings under the Credit Agreement, and (iv) the By-Laws (attached thereto) of the Borrower as in effect on the date of such certification.
