Quorum; Meetings Sample Clauses

Quorum; Meetings. (a) A meeting of the Controlling Trustees at which a majority of the Controlling Trustees (or, if less, the number of Controlling Trustees required by Section 4.07 hereof for the approval of the matter considered at such meeting) is present shall be competent to exercise all powers and discretion for the time being exercisable by the Controlling Trustees. The quorum necessary for the transaction of the business specified in Section 4.07 shall be the number of Trustees required by the applicable provision of Section 4.07 A Controlling Trustee, notwithstanding his interest, may be counted in the quorum present at any meeting at which he is appointed to hold office or at which the terms of his appointment are arranged, but he may not vote on his own appointment or the terms thereof.
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Quorum; Meetings. Action by the Board of the Company shall require that at least three Directors are present which shall constitute a quorum. A Director may participate by conference telephone and such participation by a Director shall be treated as presence in person at that meeting. On any matter that is to be voted on by the Board, a Director may vote in person or by proxy, and such proxy may be granted in writing, by means of Electronic Transmission or as otherwise permitted by applicable law. The approval of the Board shall require the affirmative vote (in person or by proxy) of a majority of all members of the Board. Alternatively, the Board may act by unanimous written consent (which may be effected via emailed approvals from each Director in respect of the applicable resolution) except as otherwise provided herein. The Board will meet (in person or via teleconference) no less frequently than once per quarter. Notice of a meeting of the Board, specifying the place, date and hour thereof, shall be delivered personally, mailed (physically or electronically) or by facsimile to each Director at his or her address as such address appears on the books of the Company at least five Business Days before the date of such meeting. Whenever notice is required to be given of any such meeting, a written waiver thereof, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a Director at a meeting of the Board shall constitute a waiver of notice of such meeting, except when such Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
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Quorum; Meetings. Consents - Members at least two-thirds of the outstanding Capital Interests and/or Profits Interests, represented in person or by proxy, (determined as of the date a meeting is called) and all Members who hold Class A Interests, represented in person or by proxy, shall constitute a quorum for a meeting of Members. If a quorum is present, the affirmative vote of both (a) Members holding a majority of the Capital Interests and/or Profits Interest represented at such meeting and (b) Members holding a majority of the Class A Interest represented at such meeting shall be the act of Members, unless a vote of a greater or lesser proportion or number is otherwise required by the Act, the Articles of Organization or the Company Agreement. Action required or permitted to be taken at any meeting of the Members may be taken without a meeting if the action is evidenced by written consent of all Members.
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Quorum; Meetings. At all meetings of a Management Committee, a quorum for the transaction of business shall require the attendance of at least one WisdomTree designee and one Mellon Capital designee and shall require the consent of each such designee(s). At all meetings of the Steering Committee, a quorum for the transaction of business shall require the attendance of at least two (2) WisdomTree designees and two (2) Mellon Capital designees and shall require the consent of all such designees. Voting by proxy is permitted. Any action required or permitted to be taken at a Management Committee or Steering Committee meeting may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Committee Members. Committee Members may participate in a meeting by means of conference telephone or similar communication provided all persons participating in such meeting can hear each other.
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Quorum; Meetings. (a) A quorum at any meeting of the Board shall require (i) the presence of a majority of the directors then-serving on the Board, (ii) that a majority of directors present at such meeting are Canadian Persons who are Norie Directors and (iii) the presence of at least one (1) Bxxxxxx Director.
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Related to Quorum; Meetings

  • JSC Meetings The JSC will meet at least [**], or more or less frequently as mutually agreed by the Parties, at such times as may be agreed to by the Parties. The JSC will determine its meeting locations, and whether to conduct a meeting in-person, by teleconference, or videoconference. Each Party is responsible for all costs and expenses incurred by it in connection with its participation in the meetings of the JSC. Each Party shall have the right to call a special meeting of the JSC at any time as necessary or desirable to address disputes or other matters within the scope of the JSC’s responsibilities by providing the other Parties with written notice to that effect. The JSC Chairs shall schedule and convene such special JSC meeting as soon as practicable following such notice. Each Party may, from time-to-time and with prior written notice to the JSC members of the other Parties, invite Project Team members and/or others of its employees, consultants or agents to attend relevant portions of a JSC meeting as necessary. The Sponsoring Party shall notify the other Parties in writing in the event that it wishes to invite a Third Party to attend a JSC meeting. Any such notice shall be provided at least [**] business days prior to the relevant JSC meeting and shall identify the relevant Third Party and briefly describe the reasons that the Sponsoring Party wishes to include the Third Party in the meeting. The attendance and participation of such Third Party shall be subject to the prior written consent of the Parties receiving such notice (such consent not to be unreasonably withheld). Any such consent granted by a Party shall be conditioned upon the consultant or contractor being bound by a written confidentiality and non-use agreement that is reasonably acceptable to the consenting Party. In the event the Sponsoring Party requires the attendance of such Third Party at subsequent JSC meetings, approval shall not be required for any Third Party who was previously approved by the other Parties and remains bound by an appropriate written confidentiality and non-use agreement at the time of the Project Team meeting, provided that the Sponsoring Party gives the other Parties prior notice of such attendance and the other Parties do not revoke their consent. The Parties’ respective JSC Chairs (as defined below) shall be responsible for ensuring compliance with the foregoing.

  • Quorum; Adjourned Meetings At any meeting of Holders, the presence of Persons holding or representing Securities in an aggregate principal amount sufficient to take action on the business for the transaction of which such meeting was called shall be necessary to constitute a quorum. No business shall be transacted in the absence of a quorum unless a quorum is represented when the meeting is called to order. In the absence of a quorum within 30 minutes of the time appointed for any such meeting, the meeting shall, if convened at the request of the Holders of Securities (as provided in Section 15.03), be dissolved. In any other case the Persons holding or representing a majority in aggregate principal amount of the Securities represented at the meeting may adjourn such a meeting for a period of not less than 10 days with the same effect, for all intents and purposes, as though a quorum had been present. In the absence of a quorum at any such adjourned meeting, such adjourned meeting may be similarly further adjourned for a period of not less than 10 days. Notice of the reconvening of any adjourned meeting shall be given as provided in Section 15.02 except that, in the case of publication, such notice need be published only once but must be given not less than five days prior to the date on which the meeting is scheduled to be reconvened, and in the case of mailing, such notice may be mailed not less than five days prior to such date. Any Holder of a Security who has executed an instrument in writing complying with the provisions of Section 1.04 shall be deemed to be present for the purposes of determining a quorum and be deemed to have voted; provided, however, that such Holder shall be considered as present or voting only with respect to the matters covered by such instrument in writing. Any resolution passed or decision taken at any meeting of the Holders of Securities of any series duly held in accordance with this Section shall be binding on all Holders of such series of Securities whether or not present or represented at the meeting.

  • Special Meetings Special meetings of the Trustees may be held at any time and at any place designated in the call of the meeting when called by the President or the Treasurer or by two or more Trustees, sufficient notice thereof being given to each Trustee by the Secretary or an Assistant Secretary or by the officer or the Trustees calling the meeting.

  • Member Meetings (a) There shall be no meetings of the Members unless called by the Board or as otherwise specifically required by the Delaware Act. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a meeting of the Members.

  • Voting at Meetings Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

  • GENERAL MEETINGS 20.1 All general meetings other than annual general meetings shall be called extraordinary general meetings.

  • Calling of Meetings Investor Partners owning 10% or more of the then outstanding Units entitled to vote shall have the right to request that the Managing General Partner call a meeting of the Partners. The Managing General Partner shall call such a meeting and shall deposit in the United States mails within fifteen days after receipt of such request, written notice to all Investor Partners of the meeting and the purpose of the meeting, which shall be held on a date not less than thirty nor more than sixty days after the date of mailing of such notice, at a reasonable time and place. Investor Partners shall have the right to submit proposals to the Managing General Partner for inclusion in the voting materials for the next meeting of Investor Partners for consideration and approval by the Investor Partners. Investor Partners shall have the right to vote in person or by proxy.

  • Adjourned Meetings A majority of the Managers present at any meeting of the Board of Managers, including an adjourned meeting, whether or not a quorum is present, may adjourn such meeting to another time and place. At least one day’s notice of any adjourned meeting of the Board of Managers shall be given to each Manager whether or not present at the time of the adjournment, if such notice shall be given by one of the means specified in Section 7(f)(vii) hereof other than by mail, or at least three days’ notice if by mail. Any business may be transacted at an adjourned meeting that might have been transacted at the meeting as originally called.

  • Shareholder Meetings All expenses incidental to holding meetings of shareholders, including the printing of notices and proxy materials, and proxy solicitations therefor.

  • Shareholders Meetings IVAX shall call and hold the IVAX Shareholders' Meeting and Bergen shall call and hold the Bergen Shareholders' Meeting as promptly as practicable for the purpose of voting upon the approval of this Agreement pursuant to the Joint Proxy Statement and the Mergers contemplated hereby, and each of Bergen and IVAX shall use its reasonable efforts to hold the Shareholders' Meetings on the same day and as soon as practicable after the date on which the Registration Statement becomes effective. IVAX shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the FBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of IVAX determines in good faith after consultation with outside legal counsel (who may be IVAX's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to IVAX's shareholders under applicable Law, and prior to such determination any person (other than Bergen) shall have made a public announcement or otherwise communicated to IVAX with respect to a Competing Transaction that, as determined by the Board of Directors of IVAX in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of IVAX than those provided for in the Reorganization. Bergen shall use its reasonable efforts to solicit from its shareholders proxies in favor of the approval of this Agreement and the Mergers contemplated hereby pursuant to the Joint Proxy Statement, and shall take all other action necessary or advisable to secure the vote or consent of shareholders required by the NJBCA or applicable stock exchange requirements to obtain such approval, except to the extent that the Board of Directors of Bergen determines in good faith after consultation with outside legal counsel (who may be Bergen's regularly engaged outside legal counsel) that the withdrawal, modification or change of its recommendation is required by its fiduciary duties to Bergen's shareholders under applicable Law, and prior to such determination any person (other than IVAX) shall have made a public announcement or otherwise communicated to Bergen with respect to a Competing Transaction that, as determined by the Board of Directors of Bergen in good faith after consultation with its outside legal counsel (who may be its regularly retained outside counsel) and financial advisors, contains terms more favorable to the shareholders of Bergen than those provided for in the Reorganization. Each of the parties hereto shall take all other action necessary or, in the opinion of the other parties hereto, advisable to promptly and expeditiously secure any vote or consent of shareholders required by applicable Law and such party's Certificate or Articles of Incorporation and Bylaws to effect the Mergers.

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