Resolutions of the Board. Unless otherwise provided by applicable Law, this Agreement or the Organizational Documents, all actions taken and resolutions adopted by the Board shall be (i) taken or adopted at a meeting of the Board by the affirmative vote of a majority of the Directors present at a meeting at which a quorum is present or (ii) taken or adopted by an action by unanimous written consent signed by all of the Directors. Without limiting the foregoing, with respect to any meeting of the Board, any Director may take part in the adoption of a resolution by means of a communication system of transmitting and receiving sounds simultaneously (“Teleconferencing”) or a communication system transmitting and receiving visual images and sounds simultaneously (“Video Conferencing”), without the personal attendance of all or part of them at the meeting. Any Director may appear at a meeting of the Board by means of Teleconferencing or Video Conferencing. A Director appearing by Teleconferencing or Video Conferencing shall be deemed to have attended the meeting at which the Director has so appeared.
Resolutions of the Board. 8.1 The Board can only validly adopt resolutions (a) in a meeting at which at least the majority of its members are present or represented, or (b) pursuant to section 8.2 below. A member of the Board may authorize, by written notice to the Chairman and the Company Secretary, another member of the Board to represent him/her at the Board meeting and vote on his/her behalf. Resolutions of the Board shall be adopted by simple majority and each member shall have one vote (provided that, for the avoidance of doubt, a member representing one or more absent members of the Board pursuant to the previous sentence shall be entitled to cast the vote of each such absent member). The Chairman shall have a casting vote in the event of a tie of the votes.
Resolutions of the Board. As used in this Section 4.2, “routine matters that may come before the Corporation” shall include, but not be limited to, (w) the opening of checking, money market, securities brokerage, commodities trading, and other similar accounts; (x) qualifying the Corporation to transact business in another jurisdiction and the appointment of agents for service of process; (y) investing or hedging the Corporation’s assets and the execution and delivery of related contracts; and (z) any matters or transactions that relate to matters or transactions previously approved by the Board of
Resolutions of the Board. 10.01 Members of the bargaining unit are able to attend Board of Directors meetings. A copy of the agenda and minutes shall be provided to those attending. After Board approval of the minutes, the minutes shall be available to all staff in the Board Binder.
Resolutions of the Board of Directors of the Borrower, approving the execution and delivery by the Borrower of the Stock Purchase Agreement and the instruments and agreements related thereto, and as certified by the Secretary of the Borrower. EXHIBIT D-2 --------------------------- FORM OF SOLVENCY CERTIFICATE --------------------------- SOLVENCY CERTIFICATE OF STONERIDGE, INC. STONERIDGE, INC., an Ohio corporation (the "Borrower"), hereby certifies that the officer executing this Solvency Certificate is the Chief Financial Officer and Treasurer of the Borrower and that such officer is duly authorized to execute this Solvency Certificate, which is hereby delivered on behalf of the Borrower pursuant to section 6.1(o) of the Credit Agreement, dated as of December 30, 1998 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"; terms defined or referenced therein and not otherwise defined or referenced herein being used herein as therein defined or referenced), among the Borrower, the Lenders named therein, and National City Bank, as Administrative Agent. The Borrower further certifies that such officer is generally familiar with the properties, businesses and assets of the Borrower and has carefully reviewed the Credit Documents, the documents relating to the Hi-Stat Acquisition and the other Contemplated Transactions (as defined below) and the contents of this Solvency Certificate and, in connection herewith, has reviewed such other documentation and information and has made such investigations and inquiries as the Borrower and such officer deem necessary and prudent therefor. The Borrower further certifies that the financial information and assumptions that underlie and form the basis for the representations made in this Solvency Certificate were reasonable when made and were made in good faith and continue to be reasonable as of the date hereof. The Borrower will apply a portion of the proceeds from the Loans under the Credit Agreement, together with internally generated funds, to finance the Hi-Stat Acquisition and to pay fees and expenses incurred in connection with the consummation of the Hi-Stat Acquisition, including fees and expenses incident to such transactions. All of the transactions referred to in this paragraph are herein sometimes called the "Contemplated Transactions".
Resolutions of the Board of Directors shall be adopted by an affirmative vote of a majority of at least four (4) members of the Board of Directors, save that resolutions in respect of any of the following matters must be approved by a majority of at least five (5) members of the Board of Directors (an “SPP Special Board of Directors Majority”):