Circular Resolutions Clause Samples

Circular Resolutions. The Board may act by written resolution, or in any other legally permissible manner, on any matter, except in respect of matters which by Law may only be acted upon at a meeting. Subject to any restrictions imposed by Law, no written resolution shall be deemed to have been duly adopted by the Board, unless such written resolution shall have been approved by the requisite majority of the Directors under Law and as provided in various provisions in Part B of these Articles, subject to compliance with Article 2.19.

Circular Resolutions. The Board may act by written resolution, or in any other legally permissible manner, on any matter, except as set forth in Clause 8.18 hereof and except for matters, which by law may only be acted upon at a meeting. Subject to any restrictions imposed by law, no written resolution shall be deemed to have been duly adopted by the Board, unless such written resolution shall have been approved by the requisite majority of Directors, as provided in various clauses in this Agreement, including where applicable Clause 8.18. If a Director does not convey his acceptance or rejection of the proposed resolution within 15 (fifteen) days from the date of receipt of the requisite documentation (including explanatory statements and supporting documents), he shall be deemed to have rejected the proposed resolution.

Circular Resolutions. Subject to the Applicable Law and Clause 5.12 (Creador II Reserved Matters) of this Agreement, the Board may pass resolutions by circulation in accordance with this Clause if a majority of the Directors approve such resolution in writing. Subject to Applicable Law, no resolution shall be deemed to have been duly passed by the Board or a committee thereof by circulation, unless the resolution has been circulated in draft, together with the information and documents, not being less than the information and documents required under Applicable Law to make a fully-informed decision with respect to such resolution, if any, to all the Directors, or to all members of the relevant committee, as the case may be, in accordance with this Agreement. A Creador II Reserved Matters shall not be voted upon by circulation unless Creador II’s Consent has been obtained. Notice relating to circular resolutions shall be circulated to all Directors. Notice relating to circular resolutions shall be circulated to all Directors, the Creador Observer and the New Investor Observers.

Circular Resolutions. Resolutions may also be adopted by circular letter (email), provided no Partner requests an oral discussion.

Circular Resolutions. Subject to Applicable Law, no resolution shall be deemed to have been duly passed by the Board or a committee thereof by circulation or written consent, unless the resolution has been circulated in draft, together with the information and documents required to make a fully-informed decision with respect to such resolution, if any, to all the Directors, or to all members of the relevant committee, as the case may be, at their addresses registered with the Company. Provided that no business concerning any of the Reserved Matters shall be approved except as specified in Clause 5.11 (Reserved Matters) of this Agreement. Notice relating to circular resolutions shall be circulated simultaneously to all Directors and Observers.

Circular Resolutions. (a) If all of the Directors or all of the Shareholders sign a document containing a statement that they are in favour of a resolution in terms set out in the document, a resolution in those terms is considered to have been unanimously passed at a Board Meeting or a Shareholders’ Meeting, as the case may be, held at the date and time at which the document was last signed by a Director or Shareholder, as the case may be. (b) For the purposes of clause 5.11(a): (i) two or more separate documents containing statements in identical terms each of which is signed by one or more Directors or Shareholders, as the case may be, are together deemed to constitute one document containing a statement in those terms signed by these persons at the respective dates and times at which they signed the separate documents; (ii) a reference to all of the Directors or all of the Shareholders excludes a Director or Shareholder who would not be entitled to vote on the resolution at a Board Meeting or Shareholders’ Meeting, as the case may be; and (iii) (A) document includes a document created or stored in any electronic medium and retrievable in perceivable form; and

Circular Resolutions. A vote required under clause 6.6 may be effected in writing, signed by all of the Directors and shall be deemed to be a decision of the Board without the need for a meeting.

Circular Resolutions. Subject to Clause 5 (Reserved Matters) of this Agreement and the provisions of the Act which do not permit certain businesses to be approved by circular resolution, a circular resolution in writing, executed by a majority of the Directors as are entitled to vote thereon, shall constitute a valid decision of the Board provided that such resolution was sent to all of the Directors at least 7 (seven) days in advance, unless all the Directors unanimously agree on a shorter period, together with a copy of all supporting and necessary papers as may be required to vote on such resolution at their usual address by hand delivery or by speed post or registered post or by courier, or through such electronic means including registered email address of the Directors and such other compliance as required under the Act. Where not less than one-third of the total Directors (such one-third must include at least the Directors constituting quorum in accordance with Clause 4.7.1) for the time being require the resolution under circulation to be decided at a meeting, the Chairman shall put that/those resolution(s) for consideration at a meeting of the Board.

Circular Resolutions. Circular resolutions are allowed if no board member requests oral deliberation. Such resolutions shall be passed unanimously.