Voting at Directors’ meetings Sample Clauses

POPULAR SAMPLE Copied 1 times
Voting at Directors’ meetings. 33.1 Unless the Members otherwise consent in writing, resolutions of the directors shall be decided by majority of the votes cast and (subject to the provisions of article 33.2) each director shall have one vote, provided that no resolution of the directors shall be effective unless at least one Reuters director (or an alternate director attending the meeting on behalf of a Reuters director) and at least one CME director (or an alternate director attending the meeting on behalf of a CME director) shall have voted in favour of the resolution. An alternate director shall have one vote for each director for whom he is acting as alternate, in addition to his own vote if he is a director. In the case of an equality of votes, the chairman shall not have a second or casting vote. Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission. 33.2 Any managing director appointed pursuant to article 23.2 shall have attendance rights in respect of any meeting of the directors (save where attendance would not be consistent with the principles of good corporate governance or the Members otherwise agree) and shall have no voting rights in respect of any resolution of the directors, but he shall be entitled to indicate which way he would vote on any resolution which is proposed at a meeting of the directors. 33.3 All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a director and had been entitled to vote. 33.4 A resolution in writing signed by at least two Reuters directors and at least two CME directors shall be as valid and effective for all purposes as a resolution passed by the directors at a meeting duly convened, held and constituted. The resolution may be contained in one document or in several documents in like form each signed by one or more of the directors concerned. A resolution signed by an alternate director need not also be signed by his appointor and...
View Source
Voting at Directors’ meetings. (a) Questions arising at any meeting of Directors shall be decided by a majority of votes. Where there is an equality of votes, the chairman of the meeting shall not have a second or casting vote. (b) Subject as hereinafter provided, each Director present and voting shall have one vote and in addition to his own vote shall be entitled to one vote in respect of each other Director not present at the meeting who shall have authorised him in respect of such meeting to vote for such other Director in his absence. Any such authority may relate generally to all meetings of the Directors or to any specified meeting or meetings and must be in writing and may be sent by delivery, post, cable, telegram, telex, telefax, electronic mail or any other means of communication approved by the Directors and may bear a printed or facsimile signature of the Director giving such authority. The authority must be delivered to the Secretary prior to or must be produced at the first meeting at which a vote is to be cast pursuant thereto provided that no Director shall be entitled to any vote at a meeting on behalf of another director pursuant to this paragraph if the other Director shall have appointed an alternate director and that alternate Director is present at the meeting at which the Director proposes to vote pursuant to this paragraph.
View SourceView Similar (4)
Voting at Directors’ meetings. Resolutions of the Directors shall be decided by majority of the votes cast and each Director shall have one vote (other than the Management Director, who shall have no vote), save that no resolution of the Directors shall be effective unless at least one Reuters Director and at least one CME Director (or an alternate director in either case) vote in favour of it. Notwithstanding the other provisions of this clause 9.4, where a Unilateral Matter is to be voted on pursuant to clause 6.2 (Unilateral Matters), such a resolution may be passed in accordance with the foregoing provisions if at least one Reuters Director or at least one CME Director (as the case may be) or one of their respective alternates (as the case may be) votes in favour of it. Portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omissions have been indicated by asterisks (“*****”), and the omitted text has been filed separately with the Securities and Exchange Commission.
View Source
Voting at Directors’ meetings. Resolutions of the Directors shall be decided by majority of the votes cast and each Director shall have one vote. In the case of an equality of votes, the chairman of the meeting shall not have a casting vote.
View Source

Related to Voting at Directors’ meetings

  • Board of Directors Meetings The Company shall use its best efforts to ensure that meetings of its Board of Directors are held at least four times each year and at least once each quarter.

  • Voting at Meetings Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

  • Shareholders Meetings The Company shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as is reasonably practicable after the date on which the S-4 becomes effective for the purpose of voting upon the approval and adoption of the Company Shareholder Matters and holding a “Say on Merger Pay” non-binding advisory vote to the extent required by SEC regulations (the “Company Shareholders’ Meeting’”). The Company will, through its Board of Directors, unless legally required to do otherwise for the discharge by the Company’s Board of Directors of its fiduciary duties as advised by such Board's legal counsel and pursuant to the provisions of Section 5.03 of this Agreement, recommend to its shareholders approval of the Company Shareholder Matters and (with Parent’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by the Company to its shareholders in connection with this Agreement. Parent shall take all steps necessary to duly call, give notice of, convene and hold a meeting of its shareholders to be held as soon as reasonably practicable after the date of the Company Shareholders’ Meeting for the purpose of voting upon the approval and adoption of the Parent Shareholder Matters (the “Parent Shareholders’ Meeting’”). Parent will, through its Board of Directors, recommend to its shareholders approval of the Parent Shareholder Matters and (with the Company’s consent, which consent shall not be unreasonably withheld, conditioned or delayed) such other matters as may be submitted by Parent to its shareholders in connection with this Agreement.

  • Member Meetings (a) There shall be no meetings of the Members unless called by the Board or as otherwise specifically required by the Delaware Act. No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a meeting of the Members. (b) All acts of Members to be taken hereunder shall be taken in the manner provided in this Agreement. If authorized by the Board, and subject to such guidelines and procedures as the Board may adopt, if a meeting of the Members is called Members and proxyholders not physically present at a meeting of Members may by means of remote communication participate in such meeting and be deemed present in person and vote at such meeting. (c) A majority of the Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, unless any such matter to be acted upon requires the approval of two-thirds of the Voting shares, in which case two-thirds of the Shares present at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting. The Delaware Court of Chancery may issue such orders as may be appropriate, including orders designating the time and place of such meeting, the record date for determination of Members entitled to vote, and the form of notice of such meeting. (d) No Members or group of Members, acting in its or their capacity as Members, shall have the right to call a meeting of the Members.

  • Membership Meetings The members may hold regular or special meetings either in the State of New Jersey or elsewhere. Regular meetings of the members may be held without notice at a time and place as may be determined by the members. Any member may call a special meeting of the members by giving thirty (30) days prior written notice of the time, place and purpose of the meeting to the other members. Notice will be as provided in Article 11 of this Agreement. Any member may waive notice of any meeting. Members may participate in a meeting by means of telephone conference or other video or audio communications equipment where all persons participating in the meeting can simultaneously hear each other. Participation in such a meeting by a member will constitute the presence of the member at the meeting.