Voting at Board meetings Sample Clauses

Voting at Board meetings. On any vote on a resolution of the Directors, each Director shall have one vote. Subject to the specific requirements in clause 6 relating to Reserved Matters (a) resolutions of the Directors shall be decided by simple majority vote and (b) if a vote of the Directors is tied, the Chairman (or the Director acting as chairman at the relevant meeting in accordance with clause 3.4.4) will have a casting vote.

Voting at Board meetings. 3.1 Subject to paragraph 3.2, resolutions of the Board or the board of any Group Company (or any Committee or any committee of the board of any Group Company) shall be decided by the majority of the votes cast, and each director shall have one vote. In the case of an equality of votes, no person (including the Chairman) shall have a second or casting vote and the resolution shall not be passed. 3.2 Where the majority of the Majority Investor Directors attending any meeting of the Board or the board of any Group Company (or any Committee or the board of any Group Company) (which shall be one (1), if only one Majority Investor Director is in attendance) vote in favour of or against a matter which is (i) not already specifically provided for in the Annual Budget or Business Plan; or (ii) not subject to Shareholder Consent in accordance with Part 2 of Schedule 3 (Conduct of Business), such decision shall be deemed to carry (a) the majority of the votes at the relevant meeting provided that, the Majority Investors hold a majority of the Ordinary Shares; or (b) if the Majority Investors do not hold a majority of the Ordinary Shares, the votes of each director the Majority Investors are entitled to appoint to the relevant Board or committee pursuant to Clause 3.3(a)(i).

Voting at Board meetings. Except as otherwise required by Law or by this Agreement questions arising at any meeting of the Board shall be decided by a majority of votes of all Board Members. In case of a tie of votes at a meeting of the Board, the Chairman of the Board for the time being shall have a second or the Casting Vote in addition to his original vote. The following decisions shall be approved exclusively by consensus in the Board: a) Yearly budget — this budget will include both the technological development and investments, as well as the financial and economical considerations (cash/flow, working capital, financing etc.) for the whole year. b) Alliances and any other cooperation agreements with new partners must be approved by a unanimous resolution of the Members of the Board. Conflict situations with any Telvent company shall be avoided in any case. In case the new budget for a year cannot be approved by consensus, the Company will continue operating according to the budget model used in the previous year, until the consensus is reached. This process may last until the end of the current year, provided, that Telvent and DMS GROUP fulfill all obligations under the JV Agreement as amended by the First Amendment to JV Agreement to make the Additional Capital Contributions for the current year, the VAR Agreement and other agreements concluded on the Closing. Both parties will use their best efforts and will act in good faith to reach agreement by consensus on the new budget. If consensus about the new budget is not reached by the end of that year, the parties can opt to open the Deadlock procedure. If the updated R&D Plan has not been adopted by consensus by the Board as a formal part of the Budget, the Company shall continue to operate in accordance with the original three year R&D Plan attached as Appendix 1 to the First Amendment to the JV Agreement. After the first 3 (three) years after Closing, unless unanimously decided by the Board on the amount of part of the reserve funds to be allocated for the R&D Budget for the next year, the amount of 5% of the net sales revenue of the Company at the end of the current fiscal year shall be used for the R&D Budget for the next year.

Voting at Board meetings. The Company shall procure that the board of Sotogrande shall decide on matters by six (6) directors voting in favour of the proposition.

Voting at Board meetings. Subject to Clause 9.3, at any meeting of the Board each A Director and each B Director shall be entitled to cast one vote on each issue put to the vote PROVIDED THAT if any A Director or B Director shall not be present at any meeting of the Board and shall not have appointed an alternate to attend such meeting and vote in his place, the other Director(s) present at such meeting and appointed by the same Party as the absent Director(s) shall be entitled to cast the vote(s) of such absent Director(s). Prior to calling of votes on any resolution, the Chairman shall ensure that the requisite quorum, as required for convening a Board meeting (including any adjourned meeting), is present. MBI and Imation agree to cause the Company to comply with the terms and conditions of this Agreement and agree to act, through their respective voting rights as shareholders in the Company and through their respective Nominated Directors at meetings of the Board, so as to ensure the proper implementation of the terms and conditions set out in this Agreement.

Voting at Board meetings. Subject to Clause 6.1 and paragraph 5 of this Part 1 of Schedule 2 (Corporate Governance), resolutions of the Board or of the board of any SPV Group Company shall be decided by the majority of the votes cast, and each director shall have one vote. In the case of an equality of votes, no person shall have a second or casting vote and the resolution shall not be passed.

Voting at Board meetings. 3.4.1 The Directors shall make all decisions regarding the day-to-day operations and management of the Company and the Group by means of resolutions of the Directors. 3.4.2 Subject to clause 7, a resolution of the Directors is passed if at least a majority of the Directors appointed to the Board who are not excluded from voting under clause 4.2 or

Voting at Board meetings. 2.1 Subject to paragraph 3.1 below, resolutions of the Board shall be decided by the majority of the votes cast, and each Director shall have one vote. In the case of an equality of votes, no person (including the chairperson) shall have a second or casting vote and the resolution shall not be passed. 2.2 Notwithstanding any other provision of this Agreement, the positive vote of at least one Permira Investor Director shall be required for the approval of any decision made by the Board and any committee established by the Board to which a Permira Investor Director has been appointed.

Voting at Board meetings. 27.1 Subject to these Articles, resolutions of the Board shall be determined by a simple majority of votes cast for or against each resolution. 27.2 Subject to these Articles, at a Board meeting each Director (other than an independent non- executive Chairman appointed under Article 37.1 (Chairman of the Board of Directors)) shall have one (1) vote. 27.3 Subject to these Articles, if a Material Shareholder has more than one (1) Director appointee under Article 36.1 (Appointment of Directors) but not all of such appointees (or their Alternates) are present at the Board meeting then the other Director(s) present appointed by that Material Shareholder shall be entitled to vote each relevant absent Director’s vote. 27.4 Subject to these Articles, an Alternate shall have one (1) vote (in addition to his/her own vote in his/her capacity as a Director in his/her own right if relevant), on any decision at a Board meeting for any Director for whom he/she acts as alternate and who: (a) is not participating in the decision at the Board meeting; and (b) would have been an Eligible Director in relation to the decision if he/she had been participating in it.