Sample Share Purchase And Share Holder Agreement Page 49
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77developments or planned action involving the Company and shall present to the meeting
complete current financial information with respect to the Company.
(b)
At any time any Director of the Company may convene a special meeting of the
Board to discuss any matter which cannot reasonably be postponed to the next regular
meeting of the Board. Notice of the special meeting of the Board shall be given to all the
Directors not less than 7 (seven) days prior to the scheduled date of such special meeting,
unless a shorter period is agreed to by all the Directors.
(c)
The quorum for a meeting of the Board shall be one-third of its total strength (any
fraction contained in that one-third being rounded off as one), or two directors, whichever
is higher provided however, that no quorum shall exist unless at least one director
nominated by the Government is present. In the absence of quorum the meeting shall
automatically stand adjourned and be reconvened in accordance with Clause 4.3(d).
(d)
In the absence of quorum in a meeting referred to in Clause 4.3(c), the meeting
shall automatically stand adjourned till the same day in the next week, at the same time
and place, or on such later day as may be decided by the Chairperson and notified to the
Government provided that such day is not a public holiday. The quorum for a reconvened
meeting of the Board shall be one-third of its total strength (any fraction contained in that
one-third being rounded off as one), or two directors, whichever is higher, Provided that
at least one director nominated by the Government must be present for such meeting.
(e)
In the event of absence of a quorum in a meeting referred to in Clause 4.3(d), the
meeting shall again automatically stand adjourned till the same day in the next week, at
the same time and place, or on such later day as may be decided by the Chairperson and
notified to the Government provided that such day is not a public holiday. The quorum
for a meeting of the Board reconvened in accordance with this Clause 4.3(e) shall be one-
third of its total strength (any fraction contained in that one-third being rounded off as
one), or two directors, whichever is higher.
(f)
In the event the Government nominated director is not present in the reconvened
meeting referred to in Clause 4.3(e), it shall be deemed that the presence of the
Government nominated director is not required for such meeting and the directors present
at such meeting shall be entitled to proceed with the items on the agenda in such manner
as they deem fit even though such items may be relating to matters referred to in Clause
4.4 read with Schedule I.
4.4
Approval of Matters
(a)
Notwithstanding any other provisions of this Agreement or in the Articles of
Association or otherwise permitted under the Act, no obligation of the Company or any
of its subsidiaries shall be entered into, no decision or the determination shall be made
and no action shall be taken by or with respect to the Company or any of its subsidiaries
in relation to the matters identified in Schedule I, unless such obligation, decision or
action, as the case may be, is approved:
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