Common use of Voting at Board meetings Clause in Contracts

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. 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.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).3.3(a)(i).‌