Decisions by Consensus Clause Samples

The "Decisions by Consensus" clause establishes that decisions within a group or committee must be made with the agreement of all members, rather than by majority vote. In practice, this means that discussions continue until all participants can support or at least accept the proposed decision, and any member can raise concerns or objections that must be addressed before moving forward. This approach ensures that all voices are heard and that decisions reflect the collective will of the group, helping to prevent dissent and promote unity in implementation.
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Decisions by Consensus. All decisions of the JRC shall be made by unanimous agreement of both Parties’ representatives, with each Party having a single vote, irrespective of the number of JRC representatives in attendance at a meeting. If the JRC cannot or does not reach unanimous agreement on a matter within the purview of the JRC, then Pfizer shall have the deciding vote on such matter; provided, however, that if a Party so requests, the designated officers of the Parties shall meet to attempt to resolve such matter in accordance with Section 11.9.4, except that, notwithstanding anything in Section 11.9, if such officers are unable to resolve such matter in ten (10) Business Days, then the matter shall be returned to the JRC and Pfizer’s vote shall be deemed final.
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Decisions by Consensus. The committee shall determine its own quorum. However, there must be a majority of teachers present when considering teachers.
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Decisions by Consensus. (a) All decisions of the Joint Steering Committee shall be made by unanimous agreement of both Parties’ representatives, with each Party having a single vote, irrespective of the number of JSC representatives in attendance at a meeting. (b) If, in accordance with Section 2.5.5(a), the JSC does not resolve any matter within its purview by it within *** after the matter is first considered by it, the matter may be referred by either Party to MacroGenics’s *** to be resolved by negotiation in good faith as soon as practicable but in no event later than *** after referral. Such resolution, if any, of a referred issue by the *** shall be final and binding on the Parties. (c) If a dispute referred to the *** has not been resolved in accordance with Section 2.5.5(b), then, subject to Section 2.5.5(d), ***. Any decisions made by Pfizer under this Section 2.5.5(c) shall be deemed a decision of the JSC for purposes of this Agreement. (d) Notwithstanding Section 2.5.5(c), *** shall not have the right to exercise such decision-making authority (i) in a manner that excuses *** from any of its obligations specifically enumerated under this Agreement; (ii) in a manner that negates any consent rights or other rights specifically allocated to MacroGenics under this Agreement; (iii) to resolve any dispute regarding whether a Technical Milestone, Development Milestone or Sales Milestone has been achieved; (iv) in a manner that would require *** (A) *** will not reimburse *** costs (except as expressly set forth in this Agreement ); (B) which would require *** to perform a category of services not previously contemplated as being performed by *** under the Research Program and which *** does not have the existing capability to perform; or (C) which require *** to acquire from any Third Party any Know-How, Patent Right or other technology not contemplated in a Research Plan and that is not readily available from such Third Party or readily capable of being developed internally by ***; or (vi) in a manner that would require *** to perform any act that it reasonably believes to be inconsistent with any Applicable Law or any approval, order, policy, guidelines of a Regulatory Authority or ethical requirements or ethical guidelines.
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Decisions by Consensus. All decisions of the JRC shall be made by unanimous agreement of both Parties’ representatives, with each Party having a single vote, irrespective of the number of JRC representatives in attendance at a meeting. If the JRC cannot or does not reach unanimous agreement on a matter within the purview of the JRC, then such Dispute shall be resolved in accordance with Section 10.9 hereof.
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Decisions by Consensus. The joint procurement process for the appointment of the Independent Operator and the decision to appoint the Independent Operator;
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Decisions by Consensus. All decisions of the Steering Committee and all other committees established under this Agreement shall be made by unanimous agreement of both Parties’ representatives. If the Steering Committee cannot or does not reach unanimous agreement on a matter within the purview of the Steering Committee, then such matter may be referred for resolution as set forth in Section 3.3.3 below.
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Decisions by Consensus. Decisions within the scope of the SC’s authority shall be made by consensus with each SC Member having one (1) vote. A quorum comprised of three (3) members of the SC must be present in order for the SC to vote on any and all decisions within the scope of the SC’s authority.
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Decisions by Consensus. The members of the Steering Committee shall endeavor to reach a consensus on all decisions within its jurisdiction. Except as set forth below, all actions, decisions or rulings of the Steering Committee with respect to the Development of the POCD EIR Product must be made by a consensus of the members of the Steering Committee or in a writing signed by all of the members of the Steering Committee.
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Decisions by Consensus. The JDC-ML shall attempt to reach a consensus on all matters coming before it. In the rare circumstance where the JDC-ML cannot reach a consensus decision on any matter within 15 days of the matter coming before it, the matter shall be considered for referral, but in no circumstances shall it go beyond 30 days (unless both Parties agree to extend that period) before it is referred to the CEOs of the Parties to reach consensus.
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Related to Decisions by Consensus

  • Decisions by Members Whenever in this Agreement reference is made to the decision, consent, approval, judgment, or action of the Members, unless otherwise expressly provided in this Agreement, such decision, consent, approval, judgment, or action shall mean a Majority of the Members.

  • PROCEDURE FOR APPROVAL OF SETTLEMENT Acceptance of this Settlement Agreement shall be sought at a hearing of the Central Regional Council of the MFDA on a date agreed to by counsel for Staff and the Respondent.

  • Rules by Committee The rights of the Grantee and the obligations of the Company hereunder will be subject to such reasonable rules and regulations as the Committee may adopt from time to time.

  • Notices; Standards for Decisions and Determinations The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement, and (B) the effectiveness of any Conforming Changes in connection with the use, administration, adoption or implementation of a Benchmark Replacement. The Administrative Agent will notify the Borrower of (x) the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (iv) below and (y) the commencement of any Benchmark Unavailability Period. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section, including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document except, in each case, as expressly required pursuant to this Section.

  • Conclusions and Recommendations Based on our country-by-country analysis, 197 of the AEWA populations are already well-monitored both for population size and trend. Our prioritisation method allowed focusing on the AEWA conservation and management priorities (Priorities 1-2) and to consider cost effectiveness and feasibility (Priorities 3-6). Theoretically, the two- third target of the AEWA Strategic Plan can be just attained by focusing on the development of monitoring activities for Priority 1-5 populations (i.e. leaving out the 168 more widespread Priority 6 populations that would require more species-specific monitoring methods. Most of the Priority 1-5 populations would require improvement of the IWC though regional schemes focusing on the West Asian / East African flyway with possibly three subregional components in the Central Asia, Arabia and Eastern and Southern Africa. In the latter region, improvements in Tanzania and Mozambique are particularly important. In the Black Sea - Mediterranean - Sahelian flyway the focus should be primarily on the Sahel countries and especially on increasing the consistency of annual counts. The quality of monitoring is already better in the Black Sea and Mediterranean regions. In the East Atlantic, the ongoing capacity-building activities should continue and the consistency and representativity of site coverage should be further strengthened in most countries. Angola would require a major capacity improvement but primarily for the intra-African migrants on inland wetlands. It is also clear that the targets of the AEWA Strategic Plan cannot be achieved without complementing the IWC with periodic aerial surveys both in Western Africa as well as in Eastern and Southern Africa, by setting up a periodic offshore waterbird monitoring scheme in the Caspian Sea and by focusing in each country on a relatively small number of breeding bird species strategically selected in this report.