Subject to Clauses 3. 8.5, all resolutions of the Directors at a meeting or adjourned meeting of the Directors shall be adopted by a simple majority vote of the Directors present and voting at the meeting.
Subject to Clauses 3. 4 and 3.5 below, the Lender shall and agrees hereby to make available to the Borrower the Total Loan Facility under the terms of this Loan Agreement, to be drawn down as set out in the Loan Facility Terms and in accordance with Clause 3.2.
Subject to Clauses 3. 4.1 and 3.4.2, VEL agrees that, except for any express exceptions in this Agreement, it shall not use or allow any other person to use the Virgin Name, Virgin Signature or any V Xxxx in the Territory in relation to (i) Wireless Services and Wireless Devices or (ii) the Licensed Activities set forth in Clauses 3.1 (a), (c), (d), (e), (f), (g), (h), (i), (n), (p), or (q) ((i) and (ii), collectively, the Wireless Licensed Activities).
Subject to Clauses 3. 1.2 and 6.6 where the Issuer’s prior approval is required, all actual and reasonable cost and expenses incurred to the extent necessary for the performance of the Bondholders’ Representative’s duties and payments made by it in the lawful performance of its duties and functions, in accordance with the Transaction Documents (including but not limited to actual and reasonable legal and travelling expenses, out-of-pocket costs, charges and expenses), shall be payable or reimbursable by the Issuer without any interest thereon within [30 (thirty)] days from the Issuer’s receipt of the notice thereof together with all relevant invoices and evidence thereof from the Bondholders’ Representative.
