Voting at Board meetings. Subject to the provisions of this agreement , at Board meetings:
(a) simple majority: any question arising or any resolution proposed must be decided by a simple majority of the votes cast by the Directors present;
Voting at Board meetings. On any vote on a resolution of the Directors, each Director shall have one vote. Subject to the specific requirements in clause 6 relating to Reserved Matters (a) resolutions of the Directors shall be decided by simple majority vote and (b) if a vote of the Directors is tied, the Chairman (or the Director acting as chairman at the relevant meeting in accordance with clause 3.4.4) will have a casting vote.
Voting at Board meetings. 3.4.1 The Directors shall make all decisions regarding the day-to-day operations and management of the Company and the Group by means of resolutions of the Directors.
3.4.2 Subject to clause 7, a resolution of the Directors is passed if at least a majority of the Directors appointed to the Board who are not excluded from voting under clause 4.2 or
Voting at Board meetings. Except as otherwise required by Law or by this Agreement questions arising at any meeting of the Board shall be decided by a majority of votes of all Board Members. In case of a tie of votes at a meeting of the Board, the Chairman of the Board for the time being shall have a second or the Casting Vote in addition to his original vote. The following decisions shall be approved exclusively by consensus in the Board:
a) Yearly budget — this budget will include both the technological development and investments, as well as the financial and economical considerations (cash/flow, working capital, financing etc.) for the whole year.
b) Alliances and any other cooperation agreements with new partners must be approved by a unanimous resolution of the Members of the Board. Conflict situations with any Telvent company shall be avoided in any case. In case the new budget for a year cannot be approved by consensus, the Company will continue operating according to the budget model used in the previous year, until the consensus is reached. This process may last until the end of the current year, provided, that Telvent and DMS GROUP fulfill all obligations under the JV Agreement as amended by the First Amendment to JV Agreement to make the Additional Capital Contributions for the current year, the VAR Agreement and other agreements concluded on the Closing. Both parties will use their best efforts and will act in good faith to reach agreement by consensus on the new budget. If consensus about the new budget is not reached by the end of that year, the parties can opt to open the Deadlock procedure. If the updated R&D Plan has not been adopted by consensus by the Board as a formal part of the Budget, the Company shall continue to operate in accordance with the original three year R&D Plan attached as Appendix 1 to the First Amendment to the JV Agreement. After the first 3 (three) years after Closing, unless unanimously decided by the Board on the amount of part of the reserve funds to be allocated for the R&D Budget for the next year, the amount of 5% of the net sales revenue of the Company at the end of the current fiscal year shall be used for the R&D Budget for the next year.
Voting at Board meetings. 3.1 Subject to paragraph 3.2, resolutions of the Board or the board of any Group Company (or any Committee or any committee of the board of any Group Company) shall be decided by the majority of the votes cast, and each director shall have one vote. In the case of an equality of votes, no person (including the Chairman) shall have a second or casting vote and the resolution shall not be passed.
3.2 Where the majority of the Majority Investor Directors attending any meeting of the Board or the board of any Group Company (or any Committee or the board of any Group Company) (which shall be one (1), if only one Majority Investor Director is in attendance) vote in favour of or against a matter which is (i) not already specifically provided for in the Annual Budget or Business Plan; or (ii) not subject to Shareholder Consent in accordance with Part 2 of Schedule 3 (Conduct of Business), such decision shall be deemed to carry (a) the majority of the votes at the relevant meeting provided that, the Majority Investors hold a majority of the Ordinary Shares; or (b) if the Majority Investors do not hold a majority of the Ordinary Shares, the votes of each director the Majority Investors are entitled to appoint to the relevant Board or committee pursuant to Clause 3.3(a)(i).
Voting at Board meetings. (A) Resolutions of the Board shall be decided by a simple majority vote of all votes cast by the Directors present or represented by an Alternate provided that, subject to clause 8.6, a vote in favour is made by at least one Liberty Global Director and at least one Telefónica Director, as long as at least one Liberty Global Director and at least one Telefónica Director is entitled to vote on the relevant matter during the Board meeting, and each Director present or represented by an Alternate shall have one vote.
(B) For resolutions of the Board proposed in accordance with clause 8.4(A), in the event that a Director is not in attendance and has not appointed an Alternate to vote, subject to clause 8.6, one of the other Directors nominated and appointed upon request of the same Shareholder may cast another vote on behalf of the absent Director, provided that such Director has been granted a power of attorney by the absent Director.
Voting at Board meetings. (a) Without limiting clause 14.14, a meeting of the Board of which notice has been given to all Directors and at which a quorum is present, is competent to exercise any of the authorities, powers and discretions for the time being vested in or exercisable by the Board. Nothing in this clause 14.5(a) limits the exercise of any authority, power or discretion of the Board that has been delegated by the Board in accordance with law or this Constitution.
(b) Subject to this Constitution, questions arising at a meeting of the Board must be decided by a majority of votes of Directors present and voting and A decision of the majority is for all purposes a decision of the Board. Each Director shall have one vote.
(c) In the case of an equality of votes at a meeting of the Board, the Chair of the meeting has a casting vote in addition to that Chair's deliberative vote.
Voting at Board meetings. 2.1 Resolutions of the Group Company Board meetings shall be decided by the majority of the votes cast, and each director shall have one vote. In the case of an equality of votes, no person (including the chairman) shall have a second or casting vote and the resolution shall not be passed.
Voting at Board meetings. 2.1 Subject to paragraph 3.1 below, resolutions of the Board shall be decided by the majority of the votes cast, and each Director shall have one vote. In the case of an equality of votes, no person (including the chairperson) shall have a second or casting vote and the resolution shall not be passed.
2.2 Notwithstanding any other provision of this Agreement, the positive vote of at least one Permira Investor Director shall be required for the approval of any decision made by the Board and any committee established by the Board to which a Permira Investor Director has been appointed.
Voting at Board meetings. 2.1 Subject to paragraph 3.1(a) below, resolutions of the Board shall be decided by the majority of the votes cast, and each director shall have one vote. In the case of an equality of votes, no person (including the Chairperson) shall have a second or casting vote and the resolution shall not be passed.
2.2 Notwithstanding any other provision of this Agreement, the positive vote of at least one Fund Investor Director shall be required for the approval of any decision made by the Board and any committee established by the Board to which a Fund Investor Director has been appointed.
