RESOLUTIONS, MEETINGS Sample Clauses

RESOLUTIONS, MEETINGS. (1) Resolutions of the managing directors of the Company shall be passed in meetings which can be called by any managing directors of the Company, or, if it is not possible to find a date and time at which all managing directors will be available in due time, by telephone or video conference. (2) Shareholders owning more than 10% of the capital of the Company and, during the Earn In Period (as such term is defined in the Owners' Agreement), Jurriaan J. Hovis and Ferdinand Steinbauer (such Shareholder▇, ▇▇▇▇▇▇▇▇ ▇. ▇▇vis a▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇uer being collectivel▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇ "Perm▇▇▇▇▇ ▇▇▇▇▇▇▇"), ▇▇▇ll have the right to attend meetings of the managing directors of the management board of the Company. The managing directors of the management board shall see to it that the Permitted Persons are informed about the date, time and location of or the manner of communication at such meetings. (3) All managing directors of the Company must participate in the passing of the resolutions, unless: (i) an absent managing director expressly consents to the other managing directors passing a resolution without him; (ii) the absent managing director grants proxy to another managing director; or (iii) the absent managing director instructs another managing director on how to vote for him. (4) The managing directors of the Company shall prepare written minutes of their resolutions. The written minutes may be executed by facsimile. (5) Resolutions of the management board of the Company are in general passed by a simple majority of the votes cast unless otherwise provided for by these rules of procedure or the Owners' Agreement.