Passing of Resolutions and Voting Sample Clauses

Passing of Resolutions and Voting. 4.6.1 Each Director shall have the right to cast one (1) vote. Except for decisions relating to Affirmative Vote Matters under this Agreement (which may additionally require a Consent from one or more Shareholders under Clause 6) or which expressly require a higher majority under applicable Law, decisions of the Board shall be made on the basis of a simple majority vote cast by the Directors entitled to vote at the relevant meeting representing a majority of the number of Directors present and voting on any resolution put to vote at any Board meeting. In the event the provisions of Clause 6 hereof are unenforceable under Law at the meetings of the Board, all decisions in relation to any of the matters specified in Clause 6 shall be taken by the Company only at a General Meeting and shall be required to be passed by way of special resolution or such other higher threshold as may be required to give effect to the provisions of Clause 6.
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Passing of Resolutions and Voting. Except as otherwise provided herein, decisions of the Board shall be taken by simple majority vote of the participating Directors. Each Director participating in the meeting has one (1) vote. ARTICLE IV
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Passing of Resolutions and Voting. Except as otherwise provided herein, all resolutions of the Shareholders shall, subject to any additional requirements imposed by the Companies Act, be adopted by Shareholders holding more than fifty percent (50%) of the Outstanding Shares. (f) Shareholders' Written Resolutions by Circular. Subject to the Companies Act, Section 4.2 and Section 4.3, a resolution in writing that has been signed by Shareholders holding: (i) in the case of an ordinary resolution, more than fifty percent (50%) of Outstanding Shares; or (ii) in the case of a special resolution, more than seventy-five percent (75%) of the Outstanding Shares, shall be valid and effective as if it had been passed at a general meeting of the Company duly convened and held. Any such resolution may consist of several documents in the like form each signed by one or more of the Shareholders. The expressions “in writing” and “signed” include approval by telex, cable, wireless, facsimile or email transmission. In each case, Notice of the proposed resolution shall be provided in writing to all Shareholders before such resolution is signed by such Shareholders. Section 4.2
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Passing of Resolutions and Voting. (a) Subject to clause 6.6(b), decisions are taken by simple majority vote of the Directors, unless a unanimous vote is required by this Agreement.
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Passing of Resolutions and Voting. (a) Decisions are taken by simple majority vote of the Members, unless a unanimous vote is required by this Agreement.
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Passing of Resolutions and Voting. 4.8.1. Each Director shall have the right to cast 1 (one) vote. Except for any decisions in relation to the Reserved Matters, under this Agreement or which expressly require a higher majority under Applicable Law, decisions of the Board shall be made on the basis of a simple majority vote cast by the Directors entitled to vote at the relevant meeting.
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Related to Passing of Resolutions and Voting

  • Proxies and Voting (a) On any matter that is to be voted on by Members, the Members may vote in person or by proxy, and such vote may be made, or proxy may be granted in writing, by means of electronic transmission or as otherwise permitted by applicable law. Any such proxy shall be delivered in accordance with the procedure established for the relevant meeting.

  • Meetings and Voting Meetings of Partners shall be at such times and locations as the General Partner shall determine in its sole discretion. The General Partner shall provide notice to the Limited Partners of any meetings of Partners in any manner that it deems reasonable and appropriate under the circumstances. The holders of a majority of the outstanding Voting Interests for which a meeting has been called (including Voting Interests owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Partners unless any such action by the Partners requires approval by holders of a greater percentage of the outstanding Voting Interests, in which case the quorum shall be such greater percentage of the outstanding Voting Interests. At any meeting of the Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Partners holding Voting Interests that, in the aggregate, represent a majority of the Voting Interests of those present in person or by proxy at such meeting shall be deemed to constitute the act of all Partners, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Partners holding Voting Interests that in the aggregate represent at least such greater or different percentage shall be required; provided, however, that if, as a matter of Applicable Law or amendment to this Agreement, approval by plurality vote of Partners is required to approve any action, no minimum quorum shall be required. The Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Partners to leave less than a quorum, if any action taken (other than adjournment) is approved by Partners holding the required Voting Interests specified in this Agreement. In the absence of a quorum, any meeting of Partners may be adjourned from time to time by the affirmative vote of Partners with at least a majority of the Voting Interests entitled to vote at such meeting (including Voting Interests owned by the General Partner) represented either in person or by proxy, but no other business may be transacted.

  • Quorum; Voting; Decisions At each JRC meeting, (i) the participation of at least [********] members designated by each Party shall constitute a quorum and (ii) all members designated by each Party who participate shall [********] vote on all matters before the JRC at such meeting. All decisions of the JRC shall be made by [********] vote. Alternatively, the JRC may act by written consent signed by at least [********] members designated by each Party. Whenever any action by the JRC is called for hereunder during a time period in which the JRC is not scheduled to meet, the Chairman shall cause the JRC to take the action in the requested time period by calling a special meeting or by circulating a written consent. Representatives of each Party or of its Affiliates who are not members of the JRC (including the Patent Coordinators) may attend JRC meetings as non-voting observers with the consent of the other Party, which shall not be unreasonably withheld, conditioned or delayed. The Parties shall use reasonable efforts to reach consensus on matters properly before the JRC but, to the extent that that the JRC is unable to resolve any such matter, unless otherwise provided in this Agreement, such matter shall be referred to the ESC to be resolved in accordance with Section 2.1.5.

  • Voting of Shares Parent shall vote all shares of Company Stock beneficially owned by it or any of its Subsidiaries in favor of adoption of this Agreement at the Company Stockholder Meeting.

  • Rights of Registration and Voting Rights Except as provided in the Investors’ Rights Agreement, the Company is not under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge, except as contemplated in the Voting Agreement, no stockholder of the Company has entered into any agreements with respect to the voting of capital shares of the Company.

  • Quorum and Voting The holders of a majority of the Outstanding Units of the class or classes for which a meeting has been called (including Outstanding Units deemed owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Limited Partners of such class or classes unless any such action by the Limited Partners requires approval by holders of a greater percentage of such Units, in which case the quorum shall be such greater percentage. At any meeting of the Limited Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Limited Partners holding Outstanding Units that in the aggregate represent a majority of the Outstanding Units entitled to vote and be present in person or by proxy at such meeting shall be deemed to constitute the act of all Limited Partners, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Limited Partners holding Outstanding Units that in the aggregate represent at least such greater or different percentage shall be required. The Limited Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Limited Partners to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Units specified in this Agreement (including Outstanding Units deemed owned by the General Partner). In the absence of a quorum any meeting of Limited Partners may be adjourned from time to time by the affirmative vote of holders of at least a majority of the Outstanding Units entitled to vote at such meeting (including Outstanding Units deemed owned by the General Partner) represented either in person or by proxy, but no other business may be transacted, except as provided in Section 13.7.

  • Transfer and Voting of Shares 2.1 Transferee of Shares to be Bound by this Agreement. Stockholder agrees that, during the period from the date of this Agreement through the Expiration Time, Stockholder shall not direct, cause or permit any Transfer of any of the Shares to be effected unless the proposed transferee(s) agrees to be bound to the terms hereof and executes and delivers to Acquiror a voting agreement and proxy in the exact form of this Agreement prior to the Transfer. The Company agrees that, during the period from the date of this Agreement through the Expiration Time, it will not recognize as valid or otherwise any Transfer or purported Transfer effected in violation of this Agreement.

  • Determination of Voting Rights; Conduct and Adjournment of Meetings (a) Notwithstanding any provisions of this Indenture, the Trustee may make such reasonable regulations as it may deem advisable for any meeting of Holders of Securities of a series in regard to proof of the holding of Securities of such series and of the appointment of proxies and in regard to the appointment and duties of inspectors of votes, the submission and examination of proxies, certificates and other evidence of the right to vote, and such other matters concerning the conduct of the meeting as it shall deem appropriate. Except as otherwise permitted or required by any such regulations, the holding of Securities shall be proved in the manner specified in Section 104 and the appointment of any proxy shall be proved in the manner specified in Section 104 or by having the signature of the Person executing the proxy witnessed or guaranteed by any trust company, bank or banker authorized by Section 104 to certify to the holding of Bearer Securities. Such regulations may provide that written instruments appointing proxies, regular on their face, may be presumed valid and genuine without the proof specified in Section 104 or other proof.

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