Common use of Board Quorum Clause in Contracts

Board Quorum. (a) No matter or business may be transacted at a meeting of directors of either Company unless a quorum of directors is present at the time the matter or business is dealt with (including, for the avoidance of doubt, at the time the relevant Board votes on any resolution proposed in respect to that matter or business). (b) Subject to clause 6.10, the quorum for a meeting of either Board is at least one director appointed by each Major Shareholder (who is not a Singapore Nominee) present in person or by any telephonic or electronic means permitted by the Constitutions. (c) If a quorum is not present at a Board meeting within 2 hours of the time appointed for that Board meeting, the relevant meeting must be adjourned for a period of at least 24 hours (First Adjourned Board Meeting), with notice to be Shareholders agreement page 12 24 General given immediately (and in any event at least 24 hours before the scheduled time) to all directors of the time and place for the First Adjourned Board Meeting. (d) If a quorum is not present at the First Adjourned Board Meeting, the First Adjourned Board Meeting must be adjourned until the next Business Day following a period of at least 10 days (Second Adjourned Board Meeting). At least 10 days’ notice must be given to all directors of the time and place for the Second Adjourned Board Meeting. (e) If a quorum is not present at the Second Adjourned Board Meeting, without limiting a party’s rights under any other provision of this agreement, the Board will reconvene at the next scheduled Board meeting or as otherwise agreed. (f) For the avoidance of doubt, in no circumstances may the Board pass a Super Resolution unless a quorum meeting the requirements in clause 6.1(b) (as modified where applicable by clause 6.10) is present.

Board Quorum. (a) No matter or business may be transacted at a meeting of directors of either Company unless a quorum of directors is present at the time the matter or business is dealt with (including, for the avoidance of doubt, at the time the relevant Board votes on any resolution proposed in respect to that matter or business). (b) Subject to clause 6.10, the quorum for a meeting of either Board is at least one director appointed by each Major Shareholder (who is not a Singapore Nominee) present in person or by any telephonic or electronic means permitted by the Constitutions. (c) If a quorum is not present at a Board meeting within 2 hours of the time appointed for that Board meeting, the relevant meeting must be adjourned for a period of at least 24 hours (First Adjourned Board Meeting), with notice to be Shareholders agreement page 12 24 General given immediately (and in any event at least 24 hours before the scheduled time) to all directors of the time and place for the First Adjourned Board Meeting. (d) If a quorum is not present at the First Adjourned Board Meeting, the First Adjourned Board Meeting must be adjourned until the next Business Day following a period of at least 10 days (Second Adjourned Board Meeting). At least 10 days’ notice must be given to all directors of the time and place for the Second Adjourned Board Meeting. (e) If a quorum is not present at the Second Adjourned Board Meeting, without limiting a party’s rights under any other provision of this agreement, the Board will reconvene at the next scheduled Board meeting or as otherwise agreed. (f) For the avoidance of doubt, in no circumstances may the Board pass a Super Resolution unless a quorum meeting the requirements in clause 6.1(b) (as modified where applicable by clause 6.10) is present.