Attendance and Quorum Sample Clauses

Attendance and Quorum. No meeting of the Board may proceed to business unless a quorum is present. The Board shall be defined as quorate when all Directors are present. If any Director is not able to attend for any reason, an approved alternate may attend and vote on his behalf.
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Attendance and Quorum. A Director may attend in person or by proxy. Such proxy may be granted to another Director, a copy of which shall be delivered to the Chairman and the Secretary of the Board at the commencement of the meeting. Directors may participate in and vote at Board Meetings by means of a conference telephone or video conference or any communication equipment, provided that all Directors have the required technical equipment and all persons participating in the meeting can identify each other, which shall be expressly noted in the minutes of the relevant meeting and the certificate of such minutes. In such case, the meeting of the Board shall be deemed a single meeting held in the registered office of the Company. Any Director so participating in a meeting shall be deemed to be present in person and shall count for quorum purposes. For such purposes, the Shareholders undertake to hold a General Shareholders Meeting with the purposes to amend the Bylaws setting forth the following provision (in Spanish):
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Attendance and Quorum. 3.1 No business (other than the selection of a chairman) shall be transacted at any meeting of the Noteholders unless the requisite quorum is present at the commencement of business.
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Attendance and Quorum. If a Board member is unable to attend a Board meeting, the Member appointing such Board member shall have the right, at its option, to appoint an alternate Board member who will replace, for all purposes, the absent Board member at such meeting. A quorum for the transaction of business at any properly called Board’ meeting shall be four Board members, which must include two GDLS Designees and two FPI Designees, and except as otherwise required by this Agreement and the Act, any action or decision taken or made at a duly held meeting shall be the act of the Members.
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Attendance and Quorum. The Designated Representatives of the Members or their designees may attend any regular or special meeting in person or by teleconference or other means. One or more Designated RepresentativeRepresentatives of each Member shall constitute a quorum at any regular or special meeting, unless the Non-Managing Member fails to attend such meeting after receiving notice thereof pursuant to Section 4.8(c), in which case one or more Designated Representatives of Members holding a majority of the Vertical Ownership Percentages shall constitute a quorum at any regular or special meeting. (e)
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Related to Attendance and Quorum

  • Attendance Use best efforts to attend scheduled meetings of Company’s Board of Directors;

  • Board Meetings Unless otherwise restricted by applicable law, the Certificate of Incorporation or these Bylaws, members of the Board or any committee thereof may participate in a meeting of the Board or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. Such participation in a meeting shall constitute presence in person at the meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Associate Directors (A) Any person who has served as a director may be elected by the Board of Directors as an associate director, to serve during the pleasure of the Board.

  • Control by Board of Directors Any management or supervisory activities undertaken by the Advisor pursuant to this Agreement, as well as any other activities undertaken by the Advisor on behalf of the Fund pursuant thereto, shall at all times be subject to any applicable directives of the Board of Directors of the Fund.

  • Board Observers At any time during which there is an outstanding balance on the Tranche A Term Loan (as such capitalized term is defined in that certain Amended and Restated Credit Agreement dated October 15, 2009 (the “Credit Agreement”), among Xxxxxx Communications Company, LLC, Xxxxxx Publishing Group, LLC, the Lenders party thereto, and Tranche Manager, LLC, as Administrative Agent), Tranche Holdings, LLC, or its designee, shall be entitled to designate one (1) nonvoting observer (the “Observer”) to the Company’s Board of Directors and to all committees thereof. Such Observer shall be entitled to attend all Board meetings (which meetings shall generally be held telephonically) but will not be entitled to vote at any Board meeting. Such Observer shall be entitled to receive all consents, proposed consents or Board actions, documents, materials, information and notices (whether or not in writing) provided to the Board; provided, however, that the Company reserves the right to exclude such Observer from access to any material or meeting or portion thereof (only if the Observer is notified of such withholding) if the Board votes in good faith after advice of counsel, that such exclusion is necessary (taking into account any confidentiality agreements that such Observer has executed or is willing to execute): (a) to preserve the attorney-client privilege; (b) to prevent a breach by the Board of Directors of its fiduciary duties; or (c) to avoid the impairment of the Company’s ability to enforce its rights under this Agreement in any bona fide dispute with the Observer. Such Observer may be removed from office only by Tranche Holdings, LLC, except that the Observer may be removed for cause by the Board of Directors in the event of willful misconduct or material breach of any confidentiality agreement with the Company or its affiliates; provided such Observer shall not be removed for cause until after Tranche Holdings, LLC has been notified of the Board’s intent to remove such person for cause and is given Tranche Holdings, LLC a reasonable amount of time to appoint another person as an Observer. Upon the payment and satisfaction in full of Tranche A Term Loan, Tranche Holdings, LLC shall cease to possess the right to designate an Observer, and any Observer so designated will automatically and without further action be removed from the Board. At any time during which there is an outstanding balance on the Tranche A Term Loan (as defined in the Credit Agreement), all travel and other reasonable expenses incurred by Tranche Holdings, LLC or its designee in connection with its rights in this Section 3.1.8 shall be reimbursed by the Company.

  • Management by Board of Directors (a) The management of the Company is fully reserved to the Members, and the Company shall not have “managers” as that term is used in the Act. The powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Members, who, except as expressly provided otherwise in this Agreement, shall make all decisions and take all actions for the Company.

  • Committees of Directors (i) The Board may, by resolution passed by a majority of the whole Board, designate one or more committees, each committee to consist of one or more of the Directors of the Company. The Board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee.

  • Director's Fees If the Executive is required, as a consequence of employment with the Company, to act as a Director of the Company or of a corporate member of the Group, the Executive will not receive any compensation in addition to the TRC.

  • The Board of Directors Trustees of the Fund shall promptly notify the Company in writing of its determination of the existence of an irreconcilable material conflict and its implications.

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