Common use of Circular Resolutions Clause in Contracts

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) If Subject to the Corporations Act, 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