definiens: means an official act, decision or ruling of the JEC under this Agreement, which shall require in eachcase that at least one ( 1 ) of the following applies:(a ) each of [COMPANY] and Zymo have consented thereto, where such consent is given either in writing ( including by email orfacsimile ) or by vote at a meeting of the JEC and entered into the minutes of such meeting wherein each party ’s JEC membersshall have a single collective vote for such party;(b ) the parties have put the matter in writing before the parties ’ Senior Executives as described in Section 17.2, and theact, decision or ruling has either:(i ) received the written approval of the Senior Executives of both Zymo and [COMPANY] ; or(ii ) with respect to Matters of Business Judgment has received the written approval of [COMPANY] ’ Senior Executive