Common use of Resolutions in Writing Clause in Contracts

Resolutions in Writing. Without prejudice to a written resolution passed under applicable Laws, a resolution in writing (“Members’ Resolution in Writing”) circulated to each Shareholder, signed and delivered by or on behalf of the Shareholders then holding such number of Shares carrying in aggregate not less than the minimum number of votes that would be necessary to authorize or take such action at a general meeting (except that a Members’ Resolution in Writing passed as a special resolution in accordance with the Companies Act shall be signed and delivered by all Shareholders entitled to vote at a general meeting), be as valid and effective as if the resolution (ordinary or special) had been passed at a general meeting of the Company duly convened and held. The signatures of all relevant Shareholders (or their duly appointed Representatives) need not appear on the same counterpart. The delivery of signed counterparts by facsimile or email transmission containing the sending Shareholder’s (or its duly authorised Representative’s) signature(s) is as effective as signing and delivering the counterpart in person.