Director Resolutions definition

Director Resolutions means: (a) the written resolutions of the directors of the Company passed on 17 May 2023, 1 November 2023 and 15 December 2023 in which the directors of the Company resolved to approve (as applicable) (i) the preparation, execution and filing with the SEC of the Registration Statement; (ii) the preparation, execution and filing with the SEC of the Prospectus Supplement; and (iii) the issuance of the New Ordinary Shares;

Director Resolutions means the resolutions of the directors of the Company stated as passed on 28 October 2021 at a meeting of the board of directors of the Company recorded in minutes of that meeting, relating to the Documents and as referred to in the Opinion Certificate;

Director Resolutions means an extract of the minutes of a meeting of the Board held on 10 May 2023, as referred to in the Secretary’s Certificate;

Examples of Director Resolutions in a sentence

• Director Resolutions: the CHC Holding Director Resolutions, the Heli-One Director Resolutions and the Lloyd Director Resolutions.

• Recommendation Given the interdependency of the Director Resolutions, and the Board's material personal interest in the subject matter, the Board will abstain from making a recommendation on this Resolution.

• Interdependency Shareholders should note that the Director Resolutions are interdependent.

• Therefore, failure of any of the Director Resolutions to be passed will result in all of the Director Resolutions being deemed not to have been passed.In the event that all of the Director Resolutions are approved by way of ordinary resolution, then the Directors will continue to hold office in the Company.In the event that one or more of the Director Resolutions are not approved by way of ordinary resolution, then the Company will follow the procedures set out below.

• The Board of Directors of Parent has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and has adopted a resolution, subject to Section 3.3.5 of this Agreement, that the Parent's shareholders be recommended to vote in favor of the adoption of the Parent Requisite Resolutions and the Parent Director Resolutions at the Parent Shareholders Meeting (as defined in Section 3.5).

More Definitions of Director Resolutions

Director Resolutions. Means the written resolutions of the directors of the Company passed on 17 May 2023 in which the directors of the Company resolved to approve the preparation, execution and filing with the SEC of the Registration Statement;

Director Resolutions means the written resolutions of the directors of the Company stated as passed on 8 June 2020 relating to the Documents and as referred to in the Opinion Certificate of the Company;

Director Resolutions means: (a) the minutes of a meeting of the directors of the Company held on 14 September 2023 in which the directors of the Company resolved to issue the Ordinary Shares;

Director Resolutions means: (a) the written resolutions of the directors of the Company passed on December 5, 2022 in which the directors of the Company resolved to approve (i) the preparation, execution and filing with the SEC of the Registration Statement; (ii) entry into the underwriting agreement referenced in the Registration Statement; and (iii) the appointment of a transaction committee (the “Transaction Committee”) to consider and approve, among other things, the issuance of the Ordinary Shares; and (b) the written resolutions of the Transaction Committee stated as passed on December 5, 2022 in which the Transaction Committee resolved to issue the Ordinary Shares;

Director Resolutions means Resolutions 2A, 2B, 2C, 3A, 3B and 3C of this Notice; “ESOP” has the meaning as defined in the Explanatory Memorandum for Resolution 6; “Equity Security” has the same meaning as in the Listing Rules;

Director Resolutions means the resolutions of the directors of the Company passed on April 30, 2021 and June 11, 2021;

Director Resolutions means the resolutions of the directors of the Company stated as passed on 29 August 2024 in the form of written resolutions of the directors of the Company, relating to the Documents and as supplied to us;