Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 5 contracts
Sources: Merger Agreement (Brightcove Inc), Merger Agreement (Icahn Enterprises Holdings L.P.), Merger Agreement (American Railcar Industries, Inc.)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board directors or a committee of Directors, or of any committee thereof, directors may be taken without a meeting meeting, without prior notice and without a vote, if all members of the Board of Directors directors or committeecommittee members entitled to vote on it consent to it in writing or, as to the case may beextent permitted by law, consent thereto in writing, and the writing or writings are by electronic transmission. Such consents shall be filed with the minutes of the proceedings of the Board of Directors or committee, as applicable.
Appears in 5 contracts
Sources: Bylaws (ITC Holdings Corp.), Bylaws (ITC Holdings Corp.), Subscription Agreement
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board board of Directors, directors or of any a committee thereof, thereof may be taken without a meeting if all the members of the Board board or of Directors or such committee, as the case may be, consent thereto in writing, and the such writing or writings are filed with the minutes records of the proceedings meetings of the Board board or of Directors such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.
Appears in 4 contracts
Sources: Merger Agreement (Center Bancorp Inc), Merger Agreement (ConnectOne Bancorp, Inc.), Merger Agreement (Genzyme Corp)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings proceeding of the Board of Directors or of such committee.
Appears in 4 contracts
Sources: Merger Agreement (Synacor, Inc.), Merger Agreement (Milestone Properties Inc), Merger Agreement (Carlyle Industries Inc)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, such Committee may be taken without a meeting meeting, if all members of the Board of Directors or committee, as the case may be, such Committee shall consent thereto to such action in writing, writing and the such writing or writings are filed with the minutes of the proceedings of the Board of Directors or committeeCommittee.
Appears in 4 contracts
Sources: Operating Agreement (Cal Maine Foods Inc), Agreement to Form a Limited Liability Company (Cal Maine Foods Inc), Bylaws (Nextel Partners Inc)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board board of Directors, directors or of any a committee thereof, thereof may be taken without a meeting if all the members of the Board board or of Directors or such committee, as the case may be, consent thereto in writingwriting or by electronic transmission, and the such writing or writings or electronic transmissions are filed with the minutes records of the proceedings meetings of the Board board or of Directors such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.
Appears in 4 contracts
Sources: By Laws (Eargo, Inc.), Merger Agreement (Cubist Pharmaceuticals Inc), Merger Agreement (Optimer Pharmaceuticals Inc)
Action Without a Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 4 contracts
Sources: Capital Contribution Agreement (Apollo Group Inc), Merger Agreement (Altra Holdings, Inc.), Joint Venture Agreement (Apollo Group Inc)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting meeting, if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 4 contracts
Sources: Merger Agreement (Primo Water Corp), Merger Agreement (Cott Corp /Cn/), Merger Agreement (Kulicke & Soffa Industries Inc)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board board of Directors, directors or of any committee thereof, thereof may be taken without a meeting meeting, without prior notice and without a vote, if all members of the Board of Directors board or committee, as the case may be, consent thereto in writing, writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board of Directors board or committee, as the case may be.
Appears in 4 contracts
Sources: Agreement and Plan of Restructuring and Merger (Liberty Media Corp /De/), Agreement and Plan of Restructuring and Merger (Unitedglobalcom Inc), Agreement and Plan of Restructuring and Merger (Liberty Media Corp /De/)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors, Directors (or of any committee thereof, ) may be taken without a meeting if all the members of the Board of Directors (or of such committee, as ) then in office consent in writing to the case may be, consent thereto in writing, adoption of a resolution authorizing the action and the writing written consents thereto of the directors (or writings the members of the committee) are filed with the minutes of the proceedings of the Board of Directors (or such committee).
Appears in 4 contracts
Sources: Merger Agreement (DSP Group Inc /De/), Merger Agreement (DSP Group Inc /De/), Merger Agreement (ATN International, Inc.)
Action Without a Meeting. Any action which is required or permitted to be taken at any a meeting of the Board of Directors or by a Directors, or of any committee thereof, β Committee may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors or all of the members of the Board of Directors or committeeCommittee, as the case may be, . Such consent thereto in writing, shall have the same force and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committeeeffect as a unanimous vote.
Appears in 3 contracts
Sources: Merger Agreement (Media General Inc), Merger Agreement (Media General Inc), Merger Agreement (Media General Inc)
Action Without a Meeting. Any Except as otherwise provided by law or by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting meeting, if prior to such action all members of the Board of Directors or of such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or the committee.
Appears in 3 contracts
Sources: By Laws (Merrill Lynch & Co Inc), By Laws (Merrill Lynch & Co Inc), By Laws (Merrill Lynch & Co Inc)
Action Without a Meeting. Any action required or permitted to be taken by the board of directors at any a meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with the minutes action so taken, shall be signed by all of the proceedings of the Board of Directors or committeedirectors.
Appears in 3 contracts
Sources: Preferred Stock Purchase Agreement (Computer Software Innovations Inc), Stock Purchase Agreement (Boston Private Financial Holdings Inc), Annual Report (Golden State Bancorp Inc)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, Directors or any meeting of any committee thereof, a Committee of the Board of Directors may be taken without a meeting meeting, if written consents thereto are signed by all members of the Board of Directors or committee, as the case may be, consent thereto in writing, Committee and the writing or writings such written consents are filed with the minutes of the proceedings of the Board of Directors or committeeBoard.
Appears in 3 contracts
Sources: Merger Agreement, Merger Agreement (Quest Diagnostics Inc), Merger Agreement (Celera CORP)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, writing or by electronic transmission and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 3 contracts
Sources: Merger Agreement (Superconductor Technologies Inc), Merger Agreement (Superconductor Technologies Inc), Merger Agreement (Koffee Korner Inc.)
Action Without a Meeting. Any action required or permitted action required to be taken at any meeting of the Board of Directors, or of any committee thereof, Management Committee may be taken without a meeting meeting, without prior notice and without a vote, if all members of the Board of Directors or committee, as the case may be, a consent thereto in writing, setting forth the action so taken, shall be signed by a majority of the Management Committee members and the writing or writings are such consent is filed with the minutes of the proceedings of the Board of Directors or committeeCompany.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Grove Investors Capital Inc), Limited Liability Company Agreement (Grove Holdings LLC), Limited Liability Company Agreement (Grove Worldwide LLC)
Action Without a Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these By-laws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting meeting, if prior to such action a written consent thereto is signed by all members of the Board or of Directors or committee, such committee as the case may be, and such written consent thereto in writing, and the writing or writings are is filed with the minutes of the proceedings of the Board or of Directors or such committee.
Appears in 3 contracts
Sources: Annual Report, Annual Report, Annual Report
Action Without a Meeting. Any Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting if all members of the Board of Directors or committeeany committee thereof, as the case may be, consent thereto in writing, and the writing or by electronic transmission. The writing or writings are or electronic transmission or transmissions shall be filed with in the minutes of the proceedings of the Board of Directors or committeein accordance with applicable law.
Appears in 3 contracts
Sources: Merger Agreement (GigCapital4, Inc.), Merger Agreement (Experience Investment Corp.), Merger Agreement (Churchill Capital Corp II)
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board board of Directors, or of any committee thereof, directors may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are filed with the minutes action so taken, shall be signed by all of the proceedings of directors entitled to vote with respect to the Board of Directors or committeesubject matter thereof.
Appears in 2 contracts
Sources: Merger Agreement (Northwest Natural Gas Co), Merger Agreement (Northwest Natural Gas Co)
Action Without a Meeting. Any Unless otherwise restricted by the Certificate of Incorporation, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting if all members of the Board of Directors or committeeany committee thereof, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committeeby electronic transmission.
Appears in 2 contracts
Sources: Merger Agreement (Sandridge Energy Inc), Merger Agreement (Bonanza Creek Energy, Inc.)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors, or of any committee thereof, Members may be taken without a meeting meeting, if all members of the Board of Directors Members holding a Majority Interest in Company individually or committee, as collectively consent in writing to the case may be, consent thereto in writing, and the writing or writings are action. The consents shall be filed with the minutes of the proceedings of the Board of Directors or committeeCompany.
Appears in 2 contracts
Sources: Operating Agreement (Columbia Care MD LLC), Operating Agreement (Launch Pad LLC)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board shareholders or directors or committee of Directors, or of any committee thereof, directors may be taken without a meeting meeting, without prior notice and without a vote, if all members of the Board of Directors shareholders or committee, as the case may be, directors or committee members entitled to vote thereon consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 2 contracts
Sources: Merger Agreement (Chemical Financial Corp), Merger Agreement (TCF Financial Corp)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of by any committee thereof, at a meeting may be taken without a meeting if all of the members of the Board committee consent in writing to the adoption of Directors or committee, as the case may be, consent resolutions authorizing such action. The resolutions and written consents thereto in writing, and the writing or writings are shall be filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 2 contracts
Sources: Merger Agreement (American Metals Service Inc), Merger Agreement (American Metals Service Inc)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board board of Directors, or of any committee thereof, directors may be taken without a meeting if all members of the Board of Directors directors consent to the action in writing or committee, as the case may be, consent thereto in writing, and the by electronic transmission. The writing or writings are or electronic transmission or transmissions shall be filed with the minutes of the proceedings of the Board board of Directors directors or of the relevant committee.
Appears in 2 contracts
Sources: Merger Agreement (Mgi Pharma Inc), Merger Agreement (Guilford Pharmaceuticals Inc)
Action Without a Meeting. Any Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, any committee thereof consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 2 contracts
Sources: Redemption Agreement (SoulCycle Inc.), Redemption Agreement (SoulCycle Inc.)
Action Without a Meeting. Any action which is required to be or permitted to may be taken at any a meeting of the Board of Directorsdirectors, or of the executive committee or any other committee thereofof the directors, may be taken without a meeting if consents in writing, setting forth the action so taken, are signed by all of the members of the Board of Directors or committee, of the committee as the case may be, consent thereto in writing, . The consents shall have the same force and the writing or writings are filed effect as a unanimous vote at a meeting duly held. The Secretary shall file such consents with the minutes of the proceedings meetings of the Board of Directors or committeeof the committee as the case may be.
Appears in 2 contracts
Sources: Settlement Agreement (Rightchoice Managed Care Inc), Settlement Agreement (Rightchoice Managed Care Inc)
Action Without a Meeting. Any action required or permitted by law or by the Certificate of Incorporation or the bylaws of the Corporation to be taken at any a meeting of the Board board of Directors, directors or of any a committee thereof, thereof may be taken without a meeting meeting, without prior notice, and without a vote, if a written consent or consents, setting forth the action so taken, shall have been signed by all the members of the Board board of Directors directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or such committee.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (American Resources Offshore Inc), Agreement and Plan of Merger (Blue Dolphin Energy Co)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, Directors may be taken without a meeting if all members a consent in writing, setting forth the action so taken, shall be signed by the Directors whose votes would be required to take action at a meeting of the Board of Directors or committee, as and such written consent shall be distributed to the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the entire Board of Directors or committeeat least twenty-four (24) hours prior to its effective time.
Appears in 2 contracts
Sources: Limited Partnership Agreement (Pattern Energy Group Inc.), Limited Partnership Agreement (Pattern Energy Group Inc.)
Action Without a Meeting. Any Unless otherwise restricted by the ------------------------ certificate of incorporation or these bylaws, any action required or permitted to be taken at any meeting of the Board board of Directors, directors or of any committee thereof, thereof may be taken without a meeting if all the members of the Board board or of Directors or such committee, as the case may be, consent thereto in writing, and the such writing or writings are filed with the minutes records of the proceedings meetings of the Board board or of Directors such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.
Appears in 2 contracts
Sources: Series D Convertible Preferred Stock Purchase Agreement (Sequenom Inc), Series D Convertible Preferred Stock Purchase Agreement (Sequenom Inc)
Action Without a Meeting. Any Unless otherwise restricted by the ------------------------ certificate of incorporation or these by-laws, any action required or permitted to be taken at any meeting of the Board board of Directors, directors or of any committee thereof, thereof may be taken without a meeting if all the members of the Board board or of Directors or such committee, as the case may be, consent thereto in writing, and the such writing or writings are filed with the minutes records of the proceedings meetings of the Board board or of Directors such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.
Appears in 2 contracts
Sources: Series C Convertible Preferred Stock Purchase Agreement (Sequenom Inc), Series C Convertible Preferred Stock Purchase Agreement (Sequenom Inc)
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board Directors of Directorsthe Corporation, or any action which may be taken at a meeting of any the Directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the Directors, or all the members of the Board of Directors or committee, as the case may be, consent thereto is filed in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or of Directors or the committee. Such consent shall have the same effect as a unanimous vote.
Appears in 2 contracts
Sources: Revolving Credit and Security Agreement (Neogenomics Inc), Revolving Credit and Security Agreement (Neogenomics Inc)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, thereof may be taken without a meeting or vote, upon the affirmative vote of the number of directors that would be necessary to authorize or take such action at a meeting, if a written consent setting forth the action taken is signed by all members of the Board of Directors or committee, as the case may be, and such written consent thereto in writing, and the writing or writings consents are filed with the minutes of the proceedings of the Board or of Directors or such committee. Such consents shall have the same effect as a meeting vote of the Board.
Appears in 2 contracts
Sources: Bylaws (Diagnostic Pathology Management Services Inc), Bylaws (Diagnostic Pathology Management Services Inc)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, Directors or any meeting of any committee thereof, a Committee of the Board of Directors may be taken without a meeting meeting, if written consents thereto are signed by all members of the Board of Directors or committee, as the case may be, consent thereto in writing, Committee and the writing or writings such written consents are filed with the minutes of the proceedings of the Board of Directors or committeeDirectors.
Appears in 2 contracts
Sources: Merger Agreement (Covance Inc), Merger Agreement (Parexel International Corp)
Action Without a Meeting. Any action required or permitted to that may be taken at any a meeting of the Board of Directors, directors or of any a committee thereof, may be taken without a meeting if a consent in writing (including electronic transmission), setting forth the action taken, is signed by all of the directors or all of the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 2 contracts
Sources: Merger Agreement (Knight Transportation Inc), Merger Agreement (SWIFT TRANSPORTATION Co)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, committee consent in writing or by electronic transmission to the adoption of a resolution authorizing the action. The resolution and the consents thereto in writing, and the writing or writings are by electronic transmission by the members of the Board of Directors or committee shall be filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Sources: Merger Agreement (Zuora Inc)
Action Without a Meeting. Any action required or ------------------------ permitted to be taken at any meeting of by the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent thereto in writing, writing to the adoption of a resolution authorizing the action. The resolution and the writing written consents thereto by the members of the Board or writings are committee shall be filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Sources: By Laws (J Crew Group Inc)
Action Without a Meeting. Any action required or permitted to that may be taken at any a meeting of the Board of Directorsdirectors, or of any committee thereofa committee, may be taken without a meeting if a consent in writing, setting forth the actions taken, shall be signed by all of the directors, or all of the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Sources: Merger Agreement (Elsinore Corp)
Action Without a Meeting. Any Subject to the provisions of the 1940 Act, any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting if a written consent to such action is signed by all members of the Board or of Directors or such committee, as the case may be, and such written consent thereto in writing, and the writing or writings are is filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Action Without a Meeting. Any Unless otherwise restricted by the Charter or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or all regular members of Directors or such committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Sources: Merger Agreement (Sun Life Insurance & Annuity Co of New York)
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting if all of the directors or all of the members of the Board of Directors or such committee, as the case may be, consent thereto in writingthe manner provided in Section 141(f) of the DGCL, and the writing or writings are such consent is filed with the minutes of the proceedings of the Board of Directors or committeecommittee as required or permitted by Section 141(f) of the DGCL.
Appears in 1 contract
Action Without a Meeting. Any action which is required or permitted to be taken at any a meeting of the Board of Directorsdirectors, or of any committee thereofof the directors, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, are signed by all of the members of the Board board or of Directors or committee, the committee as the case may be. The consents shall be filed in the corporate records. Action taken is effective when all directors or committee members have signed the consent, unless the consent thereto in writing, specifies a different effective date. Such consent has the same force and the writing or writings are filed with the minutes effect as an unanimous vote of the proceedings of the Board of Directors directors or committeecommittee members and may be stated as such in any document.
Appears in 1 contract
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting if all members of the Board of Directors or committeeof any committee thereof, as the case may be, consent thereto in writing, writing and the writing or writings such written consents are filed with the minutes of the proceedings of the Board of Directors or the committee, as the case may be.
Appears in 1 contract
Sources: By Laws (Empire State Municipal Exempt Trust Guaranteed Series 165)
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Directors, or of any committee thereof, directors may be taken without a meeting if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed by all members of the Board of Directors or committee, as directors entitled to vote with respect to the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committeesubject matter thereof.
Appears in 1 contract
Sources: By Laws (HF Foods Group Inc.)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors, or by a committee of any committee thereofthe Board of Directors, may be taken without a meeting if all members of the Board of Directors or the committee, as the case may be, consent thereto in writing, writing to the adoption of a resolution authorizing the action. Any such resolution and the writing written consents thereto by the members of the Board of Directors or writings are committee shall be filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of DirectorsDirectors of the Corporation, or any action which may be taken at a meeting of any the directors or a committee thereof, may be taken without a meeting if all a consent in writing, setting forth the action so to be taken, signed by a majority of the directors, or a majority of the members of the Board of Directors or committee, as the case may be, consent thereto is filed in writing, and the writing or writings are filed with the minutes of the proceedings of the Board board or of Directors or the committee. Such consent shall have the same effect as a majority vote.
Appears in 1 contract
Sources: Series E Convertible Preferred Stock Purchase Agreement (Accentia Biopharmaceuticals Inc)
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Directors, or of any committee thereof, directors may be taken without a meeting if a consent in writing or by electronic transmission, setting forth the action so taken, shall be signed by all members of the directors entitled to vote with respect to the subject matter thereof. In addition, meetings of the Board may be held by means of Directors conference telephone or committee, voice communication as permitted by the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committeeGCL.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Welsbach Technology Metals Acquisition Corp.)
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board directors of Directorsthe Corporation, or any action which may be taken at a meeting of any the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action to be taken, signed by all of the directors, or all the members of the Board of Directors or committee, as the case may be, consent thereto is filed in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or of Directors or the committee. Such consent shall have the same effect as a unanimous vote and may be described as such in any document.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Nexgen Vision Inc)
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Directors, Directors or of any a committee thereof, thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors of this Corporation, or all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and . Action taken under this Section is effective when the writing last director or writings are filed with the minutes member of the proceedings of committee signs the Board of Directors or committeeconsent, unless the consent specifies a different effective date. Such consent shall have the same effect as a meeting vote and may be described as such in any document.
Appears in 1 contract
Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors, Directors or of any by a committee thereof, thereof may be taken without a meeting if if, prior to such action, all of the members of the Board of Directors or committee, as committee consent in writing to a resolution authorizing the case action. Such written consents may be, consent thereto be executed in writingcounterparts, and the writing or writings are shall be filed with the minutes of the proceedings of the Board of Directors or committeeCorporation.
Appears in 1 contract
Sources: Merger Agreement (Fohp Inc)
Action Without a Meeting. Any action required or permitted by law to be taken at any a meeting of the Board Directors or Executive Committee of Directors, or the Directors of any committee thereof, the Corporation may be taken without a meeting or by telephone if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors or members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committeeExecutive Committee.
Appears in 1 contract
Sources: Loan Agreement (Virbac Corp)
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Directors, Directors (including amendment of these bylaws) or of any committee thereof, may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of Directors the Board or committee, of the committee as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committee.
Appears in 1 contract
Sources: Membership Agreement
Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors, or of any committee thereofof the Board of Directors, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, committee consent thereto in writing, writing to the adoption of a resolution authorizing the action. The resolution and the writing or writings are written consents thereto shall be filed with the minutes of the proceedings of the Board of Directors or the applicable committee.
Appears in 1 contract
Sources: Merger Agreement
Action Without a Meeting. Any action required which may be authorized or permitted to be taken at any a meeting of the Board of Directors, or of any committee thereof, Directors may be authorized or taken without a meeting if all members of with the Board of Directors affirmative vote or committee, as the case may be, consent thereto in writingapproval of, and the in a writing or writings are signed by, all of the Directors, which writing or writings shall be filed with or entered upon the minutes records of the proceedings of the Board of Directors or committeeCorporation.
Appears in 1 contract
Action Without a Meeting. Any action required or permitted to be taken by the Directors at any a meeting of the Board of Directors, or of any committee thereof, may be taken without such meeting by the written consent of a meeting if all members majority of the Board Directors then in office (or such higher number of Directors as is required to authorize or committeetake such action under the terms of the Agreement, as the case these By-laws or applicable law). Any such written consent may be, be executed and given by telecopy or similar electronic means. Such written consent thereto in writing, and the writing or writings are shall be filed with the minutes of the proceedings of the Board of Directors or committeeDirectors.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Aerojet Ordnance Tennessee Inc)
Action Without a Meeting. Any action required or permitted to be taken at any meeting by the board of the Board of Directors, directors or of any committee thereof, thereof may be taken without a meeting if all members of the Board board of Directors directors or committee, as the case may be, committee consent thereto in writing, writing to the adoption of a resolution authorizing the action. The resolution and the writing written consents thereto by the members of the board of directors or writings are committee shall be filed with the minutes of the proceedings of the Board board of Directors directors or committee.
Appears in 1 contract
Action Without a Meeting. Any action required or permitted to be taken by the Directors at any a meeting of the Board of Directors, or of any committee thereof, may be taken without such meeting by the written consent of a meeting if all members majority of the Board Directors then in office (or such higher number of Directors as is required to authorize or committeetake such action under the terms of the Agreement, as the case these By-laws or applicable law). Any such written consent may be, be executed and given by telecopy or similar electronic means. Such written consent thereto in writing, and the writing or writings are shall be filed with the minutes of the proceedings proceeding of the Board of Directors or committeeDirectors.
Appears in 1 contract
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board directors of Directorsthe Corporation, or any action which may be taken at a meeting of any the directors or a committee thereof, may be taken without a meeting if a consent in writing, setting forth the action so to be taken, signed by all of the directors or all the members of the Board of Directors or committee, as the case may be, consent thereto is filed in writing, and the writing or writings are filed with the minutes of the proceedings of the Board or of Directors or the committee. Such consent shall have the same effect as a unanimous vote.
Appears in 1 contract
Sources: Share Purchase and Sale Agreement (Dragon's Lair Holdings, Inc.)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board board of Directors, directors or of any a committee thereof, thereof may be taken without a meeting if all the members of the Board board or of Directors or such committee, as the case may be, consent thereto in writingwriting or by electronic means, and the such writing or writings are filed with the minutes records of the proceedings meetings of the Board board or of Directors such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.
Appears in 1 contract
Action Without a Meeting. Any action required or permitted to which may be taken at any a meeting of the Board of Directorsdirectors, stockholders or members of any executive committee thereof, of the Corporation may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors, stockholders or members of the Board of Directors or executive committee, as the case may be, consent thereto in writing, and entitled to vote with respect to the writing or writings are filed with the minutes of the proceedings of the Board of Directors or committeesubject matter thereof.
Appears in 1 contract
Sources: Securities Purchase Agreement
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board board of Directors, directors or of any committee thereof, thereof may be taken without a meeting if a consent in writing setting forth the action so taken is signed by all members of the Board board of Directors directors or of the committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of the or proceedings of the Board of Directors board or committee.
Appears in 1 contract
Sources: Plan of Merger (Edmonds 5 Inc.)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of current Directors or committee, as consent in writing to the case may be, action. The written consent thereto in writing, and the writing or writings are is then filed with the minutes of the proceedings next regular meeting and is treated as a vote of the Board of Directors or committeeall purposes.
Appears in 1 contract
Sources: Operating Agreement
Action Without a Meeting. Any action required or permitted to be taken pursuant to authorization voted at any a meeting of the Board of Directors, or of any committee thereof, Directors may be taken without a meeting if if, prior or subsequent to such action, all members of the Board of Directors or committee, as the case may be, directors consent thereto in writing. Such written consents may be executed in counterparts, and the writing or writings are shall be filed with the minutes of the proceedings of the Board of Directors or committeeCorporation.
Appears in 1 contract
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting meeting, if all written consents thereto are signed by a majority of the members of the Board committee unless the consent of Directors or committee, as a larger number is required pursuant to applicable law in which case the case may be, consent thereto in writingconsents of such number shall be required, and the writing or writings such written consents are filed with the minutes of the proceedings of the Board of Directors Managers or of the committee.
Appears in 1 contract
Sources: By Laws (Stein Roe Floating Rate Limited Liability Co)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board board of Directors, directors or of any a committee thereof, thereof may be taken without a meeting if all the members of the Board board or of Directors or such committee, as the case may be, consent thereto in writingwriting or by electronic transmission, and the such writing or writings or electronic transmission or transmissions are filed with the minutes records of the proceedings meetings of the Board board or of Directors such committee. Such consent shall be treated for all purposes as the act of the board or of such committee, as the case may be.
Appears in 1 contract
Sources: Merger Agreement (Ims Health Inc)
Action Without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors, Directors or of any committee thereof, thereof may be taken without a meeting if a written consent to such action is signed by all members of the Board or of Directors or such committee, as the case may be, and such written consent thereto in writing, and the writing or writings are is filed with the minutes of the proceedings of the Board of Directors or committee.. [MGCL Sec. 2-408(c)]
Appears in 1 contract
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board directors of Directorsthe Corporation, or any action which may be taken at a meeting of any committee thereofthe directors, may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, a consent thereto in writing, and setting forth the writing or writings are action to be taken, signed by all of the directors, is filed with in the minutes of the proceedings of the Board of Directors or committeeBoard. Such consent shall have the same effect as a unanimous vote.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Nexgen Vision Inc)
Action Without a Meeting. Any action required or permitted to be taken at any a meeting of the Board of Directors, Directors or of any a committee thereof, thereof may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors of this corporation, or all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and . Action taken under this Section is effective when the writing last director or writings are filed with the minutes member of the proceedings of committee signs the Board of Directors or committeeconsent, unless the consent specifies a different effective date. Such consent shall have the effect as a meeting vote and may be described as such in any document.
Appears in 1 contract
Action Without a Meeting. Any action required or permitted to be taken at any meeting of by the Board of Directors, or of any committee thereof, Directors may be taken without a meeting meeting, if all members a majority of the Board of Directors shall individually or committee, as the case may be, collectively consent thereto in writing, and the writing to such action. Such written consent or writings are consents shall be filed with the minutes of the proceedings of the Board Directors. Such action by written consent shall have the same force and effect as a vote of a majority of the Directors or committeeat a meeting at which a quorum is present.
Appears in 1 contract
Sources: Securities Agreement (Simpson Manufacturing Co Inc /Ca/)