VOTING AND DECISION MAKING a. Subject to the provisions of this Agreement, all decisions made by the Partnership with respect to the Business shall require the approval of the Majority in Interest.
b. Notwithstanding anything to the contrary in this Agreement, the Majority in Interest may not take any action that would cause the Partnership to be dissolved or wound up without the consent of all of the Partners.
VOTING AND DECISION MAKING. (a) Each of the Committee Members has one vote and, for so long as there are any outstanding amounts due under the Mine Owner DFA and/or the CAPEX Availability Periods under the Mine Owner DFA have not expired, the Debt Facilities Provider shall have the casting vote.
(b) Unless otherwise specified in this Agreement, all decisions of the Operating Committee must be determined by a Majority Vote.
(c) A resolution in writing (which may consist of one or several documents in the same terms) signed by at least one representative of each of the Committee Members or approved by facsimile or by authenticated email transmitted by at least one representative of each Committee Member and subsequently confirmed in writing is as valid and effectual as if it had been passed at a duly convened meeting of the Operating Committee.
VOTING AND DECISION MAKING. (a) On any resolution or at any meeting of the Board, a Director (other than one appointed by a Defaulting Joint Venturer) may cast the number of votes equal to its appointing Joint Venturer's Percentage Share. If two Directors appointed by a Joint Venturer are in attendance then their votes in aggregate shall equal their appointing Joint Venturer's Percentage Share.
(b) At meetings of the Board, the Manager or its representative is not entitled to vote, and the chair does not have a second or casting vote.
(c) All decisions of the Board shall be made by simple majority vote, provided that any decisions of the Board set out in Part A and Part B of Schedule 2 must be determined by Special Majority Vote or by Unanimous Vote, respectively.
(d) Subject to applicable Law, a Director will be entitled to a vote on, and the Board must include such vote, in respect of a matter which is being considered at a Board meeting despite that Director has any actual, apparent or potential conflict of interest (including by reason of any interest of the Joint Venturer that appointed the Director). The fact that the Director is appointed by, and acting in the interests of, the relevant Joint Venturer shall be deemed disclosed at each Board meeting. Despite this, each Director must give notice to the Board of any material personal interest such Director has in a matter that relates to the affairs of the JV Company in accordance with section 191 of the Corporations Act.
(e) A resolution which is signed or approved by all the Directors entitled to receive notice of a meeting of Directors shall be as valid and effectual as if it had been passed at a meeting of Directors duly called and constituted. The resolution may be contained in one document or in several counterparts, each signed or approved by one or more of the Directors concerned. A resolution signed or approved by an alternate Director need not also be signed or approved by the alternate Director's appointor and, if it is signed or approved by a Director who has appointed an alternate Director, it need not be signed or approved by the alternate Director in that capacity. For the purposes of this clause the approval of a Director or alternate Director may be given by letter or by email.
VOTING AND DECISION MAKING. (a) On any resolution or at any meeting of the Management Committee, a Joint Venturer (other than a Defaulting Joint Venturer) may cast, through its representative, the number of votes equal to its Percentage Share.
(b) At meetings of the Management Committee, the Manager or its representative is not entitled to vote, and the chair does not have a second or casting vote.
(c) Unless otherwise specified in this agreement:
(i) all decisions of the Management Committee relating to any matter not referred to in Schedule 1, must be determined by Majority Vote;
(ii) where there are only two Joint Venturers, a decision relating to any matter referred to in Part B of Schedule 1 must be made by Unanimous Vote
(iii) where there are more than two Joint Venturers (with Related Bodies Corporate counting as a single Joint Venturer):
(A) a decision relating to a matter specified in Part C of Schedule 1 must be made by Unanimous Vote;
(B) a decision relating to a matter specified in Part D of Schedule 1 must be made by Super Majority Vote.
(d) A resolution in writing (which may consist of one or several documents in the same terms) signed by at least one representative of each of the Non-Defaulting Joint Venturers or approved by facsimile or by authenticated email transmitted by at least one representative of each Non-Defaulting Joint Venturer and subsequently confirmed in writing is as valid and effectual as if it had been passed at a duly convened meeting of the Management Committee.
VOTING AND DECISION MAKING. 16 Section 4.1 Decision Making.................................................................
VOTING AND DECISION MAKING. 17 4.1 Decision Making ........................................... 17 4.2 Voting Generally; Intercreditor Votes .....................
VOTING AND DECISION MAKING. 4.1. The Board has full powers of management and control of the Business on and subject to the further provisions of this Agreement and the Contract.
4.2. Subject to the further provisions herein, all decisions by Board Members shall be made, voted, resolved or passed by simple majority vote of Board Members. (ie with the prior consent of at least two (2) Board Members (“ Simple Majority”).
VOTING AND DECISION MAKING. 5.1 Decision-Making
(a) Each Senior Secured Creditor Representative, on behalf of the respective Senior Secured Creditors it represents, agrees that no Senior Secured Creditor shall, except in accordance with this Agreement,
(i) exercise or enforce any right, remedy, or power under this Agreement or any other Senior Secured Credit Document, or give any instruction to the P1 Collateral Agent or the P1 Intercreditor Agent; or
(ii) grant any Modification of any Senior Secured Credit Document or any of the provisions thereof.
(b) Each Senior Secured Creditor Representative, on behalf of the respective Senior Secured Creditors it represents, agrees that each decision made in accordance with the terms of this Agreement shall be binding upon each Senior Secured Creditor, respectively, for purposes of all the Senior Secured Credit Documents.
VOTING AND DECISION MAKING. 8.1 Each member of the Board shall have one vote in a Board meeting.
8.2 Decisions of the Board can only be validly taken in a quorate Board meeting as set out in clause 6.2 of Part 1. The Board shall make decisions by majority vote, except for any of the acts set out in Schedule [*] to these Board Rules (an “Investor Reserved Matter”) which shall also require the approval of a majority of the Investor Directors.
8.3 If there is an even number of Investor Directors and there is a deadlock with respect to an Investor Reserved Matter, then:
(1) if the DIC Investor holds (including ordinary shares in the capital of Almatis Topco 1 (“Ordinary Shares”) held by Agreed Co-Investors) a higher percentage of the Ordinary Shares than the Mezzanine Investors, the Directors D shall have the casting vote; or
(2) if the Mezzanine Investors collectively hold a higher percentage of the Ordinary Shares than the DIC Investor (including Ordinary Shares held by Agreed Co-Investors), the Directors M shall have the casting vote; or
(3) if the DIC Investor (including Ordinary Shares held by Agreed Co-Investors) and the Mezzanine Investors collectively hold the same percentage of Ordinary Shares, neither shall have a casting vote.
8.4 In the event of a deadlock between the Investor Directors, the approval by the majority of the Investor Directors shall not have been granted and such resolution may not be adopted by the Board.
8.5 The Board shall require the prior approval of the General Meeting for (i) matters listed in Schedule [●] to these Board Rules (a "Shareholder Reserved Matter") and
VOTING AND DECISION MAKING. All resolutions of the Relationship Committee relating to the recommendations to be made by the Relationship Committee in respect of a DSF Proposal must be passed by a simple majority vote of all of the Representatives present at a meeting and entitled to vote. All other resolutions of the Relationship Committee must be passed by the unanimous vote of all of the Representatives present at a meeting and entitled to vote. Where a conflict of interest might exist for a Representative in relation to any proposed resolution, that Representative is required to declare the potential conflict of interest and the Relationship Committee (excluding that Representative) will decide whether that Representative is permitted to vote on that resolution. The Relationship Committee may pass resolutions by means of a circular written resolution signed by all of its Representatives.
