Actions by the Board of Directors. (a) Unless provided otherwise in this Agreement, the Board shall act only: (i) by the affirmative vote of a majority of the Directors (including the vote of a majority of the Independent Directors, if required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person or, if in person attendance is not required by the 1940 Act, by telephone) or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act.
Actions by the Board of Directors. All actions, calculations and determinations (including all omissions with respect to the foregoing) which are done or made by the Board of Directors in good faith for the purposes hereof shall not subject the Board of Directors or any director of TransAlta to any liability to the holders of the Rights Certificates.
Actions by the Board of Directors. (a) Meetings of the Directors shall be held from time to time upon the call of the Chairman, if any, or the President or any two Directors. Regular meetings of the Directors may be held without call or notice at a time and place fixed by the By-Laws or by resolution of the Directors. Notice of any other meeting shall be given by the Secretary and shall be delivered to the Directors orally not less than 24 hours, or in writing not less than 72 hours, before the meeting, but may be waived in writing by any Director either before or after such meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting except where a Director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting has not been properly called or convened. Any time there is more than one Director, a quorum for all meetings of the Directors shall be one-third, but not less than two, of the Directors. Unless provided otherwise in this Agreement and except as required under the 1940 Act, any action of the Directors may be taken at a meeting by vote of a majority of the Directors present (a quorum being present) or without a meeting by written consent of a majority of the Directors. Any committee of the Directors, including an executive committee, if any, may act with or without a meeting. A quorum for all meetings of any such committee shall be one-third, but not less than two, of the members thereof. Unless provided otherwise in this Declaration, any action of any such committee may be taken at a meeting by vote of a majority of the committee members present (a quorum being present). With respect to actions of the Directors and any committee of the Directors, Directors who are interested in any action to be taken may be counted for quorum purposes under this Section and shall be entitled to vote to the extent not prohibited by the 1940 Act. All or any one or more Directors may participate in a meeting of the Directors or any committee thereof by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in a meeting pursuant to any such communications system shall constitute presence in person at such meeting, unless the 1940 Act requires otherwise with respect to any particular actions to be taken by the Directors.
Actions by the Board of Directors. (a) The Shareholders and the Company shall take all actions provided for under the terms of the Shares held by them necessary to amend the memorandum and articles of association of the Company to provide that, for so long as this Agreement is in effect, a quorum for any meeting of the Board shall require the presence of (x) directors constituting at least a majority of the entire Board, and (y) at least one of the Silver Lake Designees and (z) at least one of the TPG Designees. Unless agreed to by unanimous consent of the Board in writing, no action by the Board will be valid unless approved by a majority of the directors at a meeting properly convened at which a quorum is present. The Company and the Shareholders shall take such further action to provide that the articles of incorporation and/or bylaws of the Company will provide that they may not be amended by action of the Board unless such amendment is approved in the manner set forth in the immediately preceding sentence. The Company and the Shareholders shall take (or shall cause the Directors appointed by them to take) such action provided for under the terms of the Shares held by them as is necessary to cause (i) the Board to establish executive, audit, compensation and governance committees of the Board, the duties of which shall be determined by the Board, (ii) at least one Silver Lake Designee and one TPG Designee to serve on each such committee of the Board of Directors and (iii) the Chief Executive Officer of the Company to serve as the Chairman of the Executive Committee. The Shareholders and the Company shall take such action provided for under the terms of the Shares held by them to cause the memorandum and articles of association of the Company to provide that no action by a committee of the Board of a type referred to in Section 5.2(b) below shall be valid unless approved in the same manner as required by action of the entire Board, as provided in this paragraph (a).
Actions by the Board of Directors. (a) Unless provided otherwise in this Agreement or required by law, any action by the Board shall be deemed effective if approved or taken by a majority of the Directors present at a meeting of Directors at which a quorum of Directors is present, within or without the State of Delaware. Unless the 1940 Act requires that a particular action be taken only at a meeting at which the Directors are present in person, any action to be taken by the Directors at a meeting may be taken without such meeting by the written consent of a majority of the Directors then in office.
Actions by the Board of Directors. (a) The Stockholders and the Company shall use their reasonable best efforts to take all actions necessary (including amending the Certificate of Incorporation or By-laws of the Company, if necessary) to provide that, for so long as this Agreement is in effect, except with respect to the actions set forth in Section 3.1(e), a quorum for any meeting of the Board shall require the presence of (i) directors constituting at least a majority of the entire Board, (ii) at least one Selected Class A Director (or if no such Director has been so designated, any Non-Officer Director), so long as an ACOF Ownership Event has not occurred, and (iii) at least one Class B/C Director designated by ACOF (or if no such Director has been so designated, any Class B/C Director), so long as ACOF, together with its Affiliates and Permitted Transferees, beneficially owns shares of Class B Common Stock and Class C Common Stock representing at least 5% of the total Shares outstanding (calculated without reference to any shares of Capital Stock issued or issuable on (other than shares issued as part of the Pre-Spin Recapitalization) or after the date of this Agreement). Unless agreed to by unanimous consent of the Board or a committee thereof in writing, subject to applicable Law, no action by the Board or any committee thereof, as applicable, will be valid unless approved by a majority of the Directors present at a meeting properly convened at which a quorum is present.
Actions by the Board of Directors. (1) The Board of Directors of CRJ has responsibility for and control over the operation of CRJ as well as the establishment of the general plans of operation in accordance with the Articles of Incorporation of CRJ. One more than half of the total number of directors shall constitute a quorum for the transaction of business and the affirmative vote of one more than half of the total number of directors shall be the act of the Board of Directors at a meeting at which a quorum is present.
Actions by the Board of Directors. Except as otherwise set forth herein or required by law, all decisions of the Board shall require the affirmative vote of a majority of its members.
Actions by the Board of Directors. Unless provided otherwise in this Agreement, the Board of Directors shall act only: (i) by the affirmative vote of a majority of the Directors (including the vote of a majority of the Independent Directors if required by the 0000 Xxx) present at a meeting duly called at which a quorum of the Directors shall be present (in person or, if in-person attendance is not required by the 1940 Act, by telephone) or (ii) by unanimous written consent of all of the Directors without a meeting, if permissible under the 1940 Act. The Board of Directors may designate from time to time a principal Director who shall preside at all meetings (the “Chair”). Meetings of the Board of Directors may be called by the Chair or by any two Directors or by any person designated by the Board of Directors as the Company’s corporate secretary or assistant secretary, and may be held on such date and at such time and place, as the Board of Directors shall determine. Each Director shall be entitled to receive written notice of the date, time and place of such meeting within a reasonable time in advance of the meeting. Notice need not be given to any Director who shall attend a meeting without objecting to the lack of notice provided he or she shall execute a written waiver of notice with respect to the meeting or shall affirmatively state such waiver of notice for the purpose of recording the same in the minutes of the proceedings to be maintained with respect to the meeting. Directors may attend and participate in any meeting by telephone except where in-person attendance at a meeting is required by the 1940 Act. A majority of the Directors shall constitute a quorum at any meeting.
Actions by the Board of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting, if all of the Directors or members of the committee consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee.
