Common use of POWERS OF THE BOARD AND BOARD RESOLUTIONS Clause in Contracts

POWERS OF THE BOARD AND BOARD RESOLUTIONS. 7.1. Every Director shall have one vote. Board meetings shall be convened and proceeded in accordance with the Companies Law, the Articles and this Agreement. 7.2. Except for the matters to be otherwise determined and approved as required by applicable Laws, the Articles or this Agreement, the business and affairs of the Company shall be managed and approved by the Board in accordance with applicable Laws, the Articles or this Agreement. 7.3. Save for the matters submitted to the Second Scheduled Meeting in accordance with clause 7.4 or the matters approved by written resolution of the Board in accordance with clause 7.5, all matters submitted to the Board shall be passed at a properly convened Board meeting by affirmative vote of at least seven (7) Directors attending in person or by an alternate director or by proxy appointed pursuant to the Articles in accordance with the Companies Law and the Articles. In the event of a voting deadlock of the Board of Directors with respect to any matter pertaining to the Company, the chairman presiding at the Board meeting shall have the right to cast a tie-breaking vote. 7.4. The quorum for Board meetings shall be eight (8) Directors attending in person or by an alternate director or by proxy appointed pursuant to the Articles. If quorum is not reached within thirty (30) minutes after the scheduled meeting time (the “First Scheduled Meeting”), the chairman presiding at the Board meeting shall, on the day following the First Scheduled Meeting, notify all Directors to attend a re-convened Board meeting at the specified time and date (being not more than five (5) days after the first-scheduled date) (the “Second Scheduled Meeting”). If a quorum is still not reached at the Second Scheduled Meeting, then the Directors attending in person or by an alternate director or by proxy appointed pursuant to the Articles at the Second Scheduled Meeting shall be deemed to constitute a quorum and all matters submitted to the Board at the Second Scheduled Meeting shall be passed by the affirmative vote of a simple majority of the Directors attending in person or by an alternate director or by proxy appointed pursuant to the Articles in accordance with the Companies Law and the Articles. 7.5. Any matters which may be passed by resolution of the Directors may, without a Board meeting and without any previous notice being required, be approved by written resolution in accordance with this clause 7.5 and the Articles. Any written resolution must be signed by all of the Directors (in as many counterparts as may be necessary). 7.6. The Company shall make available telephonic, electronic or other communication facilities or means to Directors as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.

POWERS OF THE BOARD AND BOARD RESOLUTIONS. 7.1. 4.1 Every Director shall have one vote. Board meetings shall be convened and proceeded in accordance with the Companies Law, the Articles and this Agreement. 7.2. 4.2 Except for the matters to be otherwise determined and approved as required by applicable Laws, the Articles or this Agreement, the business and affairs of the Company shall be managed and approved by the Board in accordance with applicable Laws, the Articles or this Agreement. 7.3. 4.3 Save for the matters submitted to the Second Scheduled Meeting in accordance with clause 7.4 4.4 or the matters approved by written resolution of the Board in accordance with clause 7.54.5, all matters submitted to the Board shall be passed at a properly convened Board meeting by affirmative vote of at least seven (7) Directors attending in person or by an alternate director or by proxy appointed pursuant to the Articles in accordance with the Companies Law and the Articles. In the event of a voting deadlock of the Board of Directors with respect to any matter pertaining to the Company, the chairman presiding at the Board meeting shall have the right to cast a tie-breaking vote. 7.4. 4.4 The quorum for Board meetings shall be eight (8) Directors attending in person or by an alternate director or by proxy appointed pursuant to the Articles. If quorum is not reached within thirty (30) minutes after the scheduled meeting time (the “First Scheduled Meeting”), the chairman presiding at the Board meeting shall, on the day following the First Scheduled Meeting, notify all Directors to attend a re-convened Board meeting at the specified time and date (being not more than five (5) days after the first-scheduled date) (the “Second Scheduled Meeting”). If a quorum is still not reached at the Second Scheduled Meeting, then the Directors attending in person or by an alternate director or by proxy appointed pursuant to the Articles at the Second Scheduled Meeting shall be deemed to constitute a quorum and all matters submitted to the Board at the Second Scheduled Meeting shall be passed by the affirmative vote of a simple majority of the Directors attending in person or by an alternate director or by proxy appointed pursuant to the Articles in accordance with the Companies Law and the Articles. 7.5. 4.5 Any matters which may be passed by resolution of the Directors may, without a Board meeting and without any previous notice being required, be approved by written resolution in accordance with this clause 7.5 4.5 and the Articles. Any written resolution must be signed by all of the Directors (in as many counterparts as may be necessary). 7.6. 4.6 The Company shall make available telephonic, electronic or other communication facilities or means to Directors as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and participation in such a meeting shall constitute presence in person at such meeting.