Proxy Director definition
Examples of Proxy Director in a sentence
A quorum shall require the presence of a simple majority of the Directors in office at the relevant time (present in person or represented by a duly appointed Proxy Director), including at least one Director nominated by each of the Shareholders entitled to nominate a Director pursuant to this Agreement (or their duly appointed Proxy Director).
Subject to Clause 6.9(A)(i) (Deadlock Matters) with respect to Related Party Matters and Clause 9 (Reserved Matters) with respect to Board Reserved Matters, resolutions of the Board shall be decided by a simple majority of the votes cast, for which purpose each Director that is present (or duly represented at the relevant meeting by a Proxy Director) shall have one vote.
A Proxy Director may represent several (but no more than two (2)) Relevant Directors simultaneously and may, in addition to their own vote, cast as many votes as they have received proxies.