Election of Directors to the Board. (a) The Board shall initially consist of six (6) Directors. (b) For so long as (1) Continental and CTVH are shareholders of the Company and the Company has no other shareholders and (2) Continental holds at least 50% of the outstanding Ordinary Shares: (i) CTVH shall be entitled to designate three Directors and (ii) Continental shall be entitled to designate three Directors. (c) If a party other than Continental and CTVH holds Ordinary Shares or Continental holds less than 50% of the outstanding Ordinary Shares, then the Board shall be reconstituted with a maximum of nine (9) Directors and each Shareholder shall be entitled to designate one Director for each full eleven percent (11%) of outstanding Ordinary Shares held by such Shareholder. (d) The Shareholders shall take all action (including, without limitation, voting the Ordinary Shares owned by each, calling extraordinary meetings of shareholders and executing and delivering written consents, and obtaining the resignation or removal of incumbent directors) necessary to elect the Directors designated by the Shareholders in accordance with the provisions of (b) and (c) of this Section 2.1, including amendments, if any, to the Restated Articles. (e) The Directors elected pursuant to this Section 2.1 shall be entitled to appoint alternates to serve at any meeting of the Board or of any committee thereto, and such alternates shall be permitted to attend all meetings of the Board or of any committee and vote on the Director's behalf. An alternate director, whilst acting in the place of a Director who appointed him or her, shall exercise and discharge all the duties and functions of the Director he or she represents. The appointment of an alternate director shall cease on the happening of any event which, if he or she were a Director, would cause him or her to cease to be a Director, or if a Director gives notice to the secretary of the Company that the alternate director representing him or her shall have ceased to represent such Director. (f) No Director shall be removed except by the affirmative vote of the Shareholder designating such Director, however the other Shareholders may remove a Director due to bad faith, willful misconduct, fraud, or a breach of the standards of behavior while in Tibet that may be reasonably expected to adversely affect Tibet's political stability or national harmony or to offend Tibet's customs and traditions, provided, however, that the Shareholder that designated such Director shall be entitled to designate the replacement of a Director so removed. (g) Subject to Section 2.1(h), in the event of a deadlock amongst the Board, the Chairman of the Board shall have the casting vote. Continental shall have the right to appoint the Chairman of the Board, provided, however, that if Continental holds less than 50% of the outstanding Ordinary Shares, the Shareholder holding the largest percentage of outstanding Ordinary Shares in the Company shall have the right to appoint the Chairman of the Board. (h) In the event that Tianyuan undertakes a CTVH Exploration Program, the following supplementary provisions shall apply: (i) one of the Directors designated by CTVH, and not the Chair -man of the Board, shall have a casting vote in respect of all matters relating to the CTVH Exploration Program for so long as the activities under the CTVH Exploration Program are conducted in a good workmanlike, safe and efficient manner in accordance with sound mining and applicable industry standards and practice in China, including the issuance of shares by the Company to fund the CTVH Exploration Program; and (ii) the Chairman of the Board shall have a casting vote on all other deadlocked matters, if any, excluding matters relating to the CTVH Exploration Program. (i) Subject to the limitations in this Agreement, the Shareholders shall not take any action that may result in Continental not having control of the Board.
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Election of Directors to the Board. (a) The Board shall initially consist of six (6) Directors.
(b) For so long as (1) Continental and CTVH are shareholders of the Company and the Company has no other shareholders and (2) Continental holds at least 50% of the outstanding Ordinary Shares:
(i) CTVH shall be entitled to designate three Directors and
(ii) Continental shall be entitled to designate three Directors.
(c) If a party other than Continental and CTVH holds Ordinary Shares or Continental holds less than 50% of the outstanding Ordinary Shares, then the Board shall be reconstituted with a maximum of nine (9) Directors and each Shareholder shall be entitled to designate one Director for each full eleven percent (11%) of outstanding Ordinary Shares held by such Shareholder.
(d) The Shareholders shall take all action (including, without limitation, voting the Ordinary Shares owned by each, calling extraordinary meetings of shareholders and executing and delivering written consents, and obtaining the resignation or removal of incumbent directors) necessary to elect the Directors designated by the Shareholders in accordance with the provisions of (b) and (c) of this Section 2.1, including amendments, if any, to the Restated Articles.
(e) The Directors elected pursuant to this Section 2.1 shall be entitled to appoint alternates to serve at any meeting of the Board or of any committee thereto, and such alternates shall be permitted to attend all meetings of the Board or of any committee and vote on the Director's behalf. An alternate director, whilst acting in the place of a Director who appointed him or her, shall exercise and discharge all the duties and functions of the Director he or she represents. The appointment of an alternate director shall cease on the happening of any event which, if he or she were a Director, would cause him or her to cease to be a Director, or if a Director gives notice to the secretary of the Company that the alternate director representing him or her shall have ceased to represent such Director.
(f) No Director shall be removed except by the affirmative vote of the Shareholder designating such Director, however the other Shareholders may remove a Director due to bad faith, willful misconduct, fraud, or a breach of the standards of behavior while in Tibet that may be reasonably expected to adversely affect Tibet's political stability or national harmony or to offend Tibet's customs and traditions, provided, however, that the Shareholder that designated such Director shall be entitled to designate the replacement of a Director so removed.
(g) Subject to Section 2.1(h), in the event of a deadlock amongst the Board, the Chairman of the Board shall have the casting vote. Continental shall have the right to appoint the Chairman of the Board, provided, however, that if Continental holds less than 50% of the outstanding Ordinary Shares, the Shareholder holding the largest percentage of outstanding Ordinary Shares in the Company shall have the right to appoint the Chairman of the Board.
(h) In the event that Tianyuan undertakes a CTVH Exploration Program, the following supplementary provisions shall apply:
(i) one of the Directors designated by CTVH, and not the Chair -man of the Board, shall have a casting vote in respect of all matters relating to the CTVH Exploration Program for so long as the activities under the CTVH Exploration Program Pro- gram are conducted in a good workmanlike, safe and efficient manner in accordance with sound mining and applicable industry standards and practice in China, including the issuance of shares by the Company to fund the CTVH Exploration Program; and
(ii) the Chairman of the Board shall have a casting vote on all other deadlocked matters, if any, excluding matters relating relat- ing to the CTVH Exploration Program.
(i) Subject to the limitations in this Agreement, the Shareholders shall not take any action that may result in Continental not having control of the Board.
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